Chapter 12. FRANCHISES, Code of Ordinances, Columbus

Appendix A. DEFINED TERMS

SOUTHERN BELL TELEPHONE COMPANY

It is ordained by the Mayor and Board of Aldermen of the City of Columbus that permission be, and the same is hereby granted to the Southern Bell Telephone and Telegraph Company, its successors and assigns to erect, operate and maintain lines of telephone and telegraph, including the necessary poles, fixtures and electrical conductors upon, along and over and subways for electrical conductors under the public roads, streets and highways of the City of Columbus, as its business may from time to time require; provided, that all poles shall be neat, symmetrical and painted in conformity with the present city laws or any subsequent city laws relating to poles and that no electrical conductor shall be placed less than 20 feet above the surface of the ground.

That the work of erecting and locating poles, and constructing subways and all other work done in the streets by virtue of this ordinance shall be done under the supervision and approval of the Superintendent of Public Works, which approval must first be obtained before the commencement of any work, and the said Southern Bell Telephone and Telegraph Company shall replace and properly relay any sidewalk or street that may be displaced by reason of the erection or construction of such poles or subways as directed by the Superintendent of Public Works, and upon failure of the company after notice shall have been given by the Superintendent of Public Works to said company to begin such repairs at once and continue the work with diligence until completed satisfactory to the Superintendent of Public Works, the city may make such repairs and collect the cost of the same from the company.

Said company shall provide one cross-arm on each pole, and space not to exceed one duct in the subways constructed by virtue of this ordinance, for the free use of the police and fire alarm telegraph system of the City of Columbus, when so required by the Mayor.

Said company shall at all times be subject to the city ordinances now in existence or which may hereafter be passed relative to the use of the public streets by telephone and telegraph companies and to any and all other ordinances relative to the use of the streets or otherwise when applicable.

Said company shall indemnify the City of Columbus, Georgia, against and assume all liabilities for damages which may arise or accrue to the City of Columbus or to any person holding the city liable from any injury to persons or property from the doing of any work or growing out of any work done herein authorized or the neglect of said company or any of its employees to comply with any ordinance relative to the use of the streets of said city, and the operation of the company under this ordinance shall be an agreement by it to pay to the City of Columbus any sum of money for which the city may become liable from or by reason of such injury.

This ordinance is to be construed as a permit or franchise and not as a contract between the Southern Bell Telephone and Telegraph Company and the City of Columbus.

This ordinance shall be in force from and after the date of its passage.

Adopted in council October 4, 1899. Approved October 5, 1899.

(Code 1914, §§ 604-609.)

GAS LIGHT COMPANY OF COLUMBUS

ORDINANCE NO. 81-149

An ordinance granting to Gas Light Company of Columbus, a corporation under the laws of Georgia, with its principal office and place of business in Columbus, Georgia, and its successors, the right and privilege to engage in the business of the purchase, production, distribution and sale of natural and manufactured gas in Columbus, Georgia; fixing the terms and conditions of such grant; defining words and terms used herein; and for other purposes.

Be it Ordained By the Council of Columbus, Georgia, as Follows:

Section 1. Definition of Terms.

The word company, whenever used in this ordinance, shall, unless otherwise modified, be held to mean Gas Light Company of Columbus, a corporation under the laws of Georgia, with its principal office and place of business in Columbus, Georgia, and its successors.

The word city, whenever used in this ordinance, shall be held to mean Columbus, Georgia.

The word council, when used in this ordinance, shall be held to mean the council of Columbus, Georgia.

Section 2. Nature of Grant.

The authority, right and privilege is hereby granted to said company, for and in consideration of and subject to the conditions and provisions of this ordinance, to engage in the business of the purchase, production, distribution and sale of natural and manufactured gas in said city. The term for which said authority, right and privilege is granted is 25 years from the date this ordinance becomes effective, and said company binds itself to continue and maintain the operation of said business for said period.

Section 3. Extension by Annexation.

Upon the annexation of any territory to the city, the portion of any of the said utility that may be located or operated within such annexed territory shall thereafter be subject to all the terms of this grant.

Section 4. Compensation for Grant of Franchise.

In consideration of the grant of this franchise said company shall pay to Columbus, Georgia, a sum equal to three percent of its gross sales of natural and artificial gas to residential and commercial consumers within the limits of Columbus, Georgia. Should any question arise as to the definition, construction and meaning of the term "residential and commercial consumers," the meaning of such term as defined by the rules and regulations of the Georgia Public Service Commission shall control. The payment of the percentage of gross receipts above provided for shall be in lieu of all specific, occupation, license, excise, sales, special and franchise taxes; but not in lieu of ad valorem taxes on property or license taxes on the sale of appliances or on sales other than of gas, and whatever amount, if any, shall at any time be required or exacted for the benefit of Columbus, Georgia, on any of said accounts other than ad valorem taxes on property and license taxes on the sale of appliances or on sales other than of gas, shall operate to reduce to that extent the amount due from the percentage charges. Nothing herein shall exempt the property of said company from assessment for street improvements.

Payments shall be made regularly on the 15th day of April, July, October and January of each year, each of such payments to be based on the gross sales of the three calendar months immediately preceding the month on the fifteenth day of which such payments are due.

Pursuant to the law of Georgia, Georgia Public Revenue Code, Section 91A-1806, should an ad valorem tax be assessed by the city on the value of the franchise of said company, the amount necessary to pay said ad valorem tax on said franchise shall be deducted by the company from the fixed percentage charges on sales of gas due during the year in which such ad valorem tax on the franchise is assessed.

Section 5. Lease or Assignment of Franchise.

This grant shall not be leased, assigned or otherwise alienated except with the express consent of the council of Columbus, Georgia. This provision is not to be construed to restrict the right and power of mortgaging, by security deed or otherwise, the franchises or any other property of the company, nor of the company's merging or consolidating with another corporation.

Section 6. Use of Streets and Public Places.

The rights granted by the city to the company under the provisions hereof include the right on the part of the company to construct, lay and maintain in the public streets, avenues, alleys, squares and public grounds of the city, gas pipes and mains for the purpose of conducting and distributing gas, together with the right to construct, lay and maintain in said streets and other public places the accessories necessary to the purpose of so conducting and distributing gas. The right is also granted the company to repair, replace, enlarge, and extend its pipes, mains and necessary accessories in said streets and other public places.

In constructing, laying, maintaining, repairing, replacing, enlarging and extending its pipes, mains and necessary accessories in said streets and other public places, said company shall at all times be subject to and comply with all ordinances, rules and regulations of the city nor or hereafter in force applicable to the use of said streets and other public places for purposes for which this franchise is granted. All plans, specifications, material and apparatus used by the company in the construction and operation of the gas system shall be of a type approved by the ordinances, rules and regulations of the city.

No excavations or work shall be done by the company in the streets or other public places of the city until a permit has been applied for by the company and granted by the official of the city charged with such duty. No permit shall be refused where the request is made in conformity to the general ordinances, rules and regulations of the city and the purpose for which the permit is desired is not in violation of such general ordinances, rules and regulations nor in violation of the terms of this franchise.

In addition to complying with all ordinances, rules and regulations of the city, where the use of the public streets and other public places are involved, the company shall at all times be subject to and comply with all other ordinances, rules and regulations of the city enacted or promulgated under the police powers of the city for the safety and protection of the general public.

Section 7. Repair of Streets and Public Places.

All excavations, construction, repair and other work done by the company in the streets or other public places of the city shall be at the expense of the company, and all parts of streets and other public places shall be restored by the company so as to leave them in the same condition as before such acts on the part of the company. The company shall compensate the city for all damage to the streets and other public places caused by acts or omissions of the company in making excavations, and in constructing, laying, maintaining, repairing, replacing, enlarging and extending the company's pipes, mains and other accessories.

Section 8. Indemnification of the City.

The company shall at all times protect, indemnify and save harmless the city from all claims against the city, its officers, agents or employees, on account of damage, injury or loss to persons, natural and artificial, and to public and private property, caused by or arising out of any acts of negligence of the company, its officers, agents, employees or independent contractors doing work for the company.

Section 9. This Franchise Supplementary to Original Franchise.

This franchise granted by Columbus, Georgia, to Gas Light Company of Columbus, Columbus, Georgia, is not in derogation of, or in lieu of, or in substitution for the rights, privileges, powers and immunities contained in the franchise set forth in the charter of said company, Georgia Laws 1853-'54, page 397; but is supplementary to said rights, privileges, powers and immunities.

This franchise is granted in lieu of the franchise ordained by an ordinance of October 26, 1948, of the commission of the City of Columbus and said franchise of October 26, 1948, shall terminate upon the effective date of this ordinance; provided, however, the payments required by Section 4 of said former ordinance and of this ordinance shall be paid in the amounts and on the dates therein specified as though this franchise had been in effect throughout the period since the last payment required under said former ordinance became due; and provided further, that said former franchise shall remain in full force and effect as to any rights, duties and liabilities heretofore incurred thereunder.

Section 10. Acceptance of Franchise.

This grant is made upon the express condition that the company, within 90 days after the adoption of this ordinance by the council, shall file with the city clerk of Columbus, Georgia, a written acceptance of the same, together with a certified copy of the resolution of the board of directors of said company authorizing the executive officers of the company to accept such franchise; and when this ordinance shall have been so accepted by the company, such ordinance and acceptance shall constitute a contract between the city and the company for all purposes set forth in this ordinance. The company, by its acceptance of the provisions of this ordinance, binds itself to provide the necessary gas service contemplated in this ordinance, continuing without substantial interruption, except for the cause beyond its control, until the expiration of the term of this grant. In the event that said company fails to file said written acceptance within the time hereinbefore specified, this grant shall be void and of no effect.

Section 11. Effective Date.

In the event the company accepts the franchise herein granted within the time and in the manner hereinbefore set forth, this ordinance shall become effective 90 days from the date of its adoption by the council.

Section 12. Separability Clause.

Should any provision of this ordinance or the franchise here granted be declared invalid for any cause, the remaining provisions shall not be affected thereby.

Introduced and read at a regular meeting of the Council of Columbus, Georgia, held on the 15th day of December, 1981; read a second time at a regular meeting of said Council held on the 22nd day of December, 1981, and adopted at said meeting by the affirmative vote of nine members of said Council.

CHATTAHOOCHEE VALLEY CATV

ORDINANCE NO. 64-91

Section 1. In consideration of the faithful performance and observance of the conditions and reservations hereinafter specified, a nonexclusive right is hereby granted to Chattahoochee Valley CATV, a joint venture, composed of Martin Theatres of Georgia, Inc., a Muscogee County, Georgia Corporation, and Columbus Broadcasting Company, Inc., a Muscogee County, Georgia Corporation, its successors, designees or assigns, provided such successors, designees or assigns are approved by this commission, hereinafter referred to as "company," the right to operate a community antenna system within the city limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables, in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in the City of Columbus, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of said city, for a period of 25 years from the date hereof under the terms and conditions hereinafter provided.

Section 2. Wherever used in this ordinance, the word "television" shall mean a system for transmission of audio signals and visual images by means of electrical impulses.

Section 3. The poles used for the company's distribution system shall be those erected and maintained by the Southern Bell Telephone and Telegraph Company or the Georgia Power Company, when and where practicable, provided mutually satisfactory rental agreements can be entered into with said companies. Where the use of poles owned by the Southern Bell Telephone and Telegraph Company or the Georgia Power Company is not practicable or mutually satisfactory rental agreements cannot be entered into with said companies, the company shall have the right to erect and maintain its own poles, as may be necessary for the proper construction and maintenance of the television distribution system, with the approval of locating poles by the city manager and city engineer.

Section 4. The company's transmission and distribution system poles, wires, and appurtenances shall be located, erected and maintained so as not to endanger or interfere with the lives of persons, or to interfere with new improvements the city may deem proper to make, or to unnecessarily hinder or obstruct the free use of the streets, alleys, bridges, or other public property; removal of poles to avoid such interference will be at company's expense.

Construction and maintenance of the transmission distribution 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 Fire Underwriters, and such applicable ordinances and regulations of the City of Columbus, affecting electrical installations, which may be presently in effect, or changed by future ordinances.

Installation and housedrop hardware shall be uniform throughout the city, except that the company shall be free to change its hardware and installation procedure as the art progresses.

Section 5. In the maintenance and operation of its television transmission and distribution system in the streets, alleys, and other public places, and in the course of any new construction or addition to its facilities, the company shall proceed so as to cause the least possible inconvenience to the general public; any opening or obstruction in the streets or other public places made by the company in the course of its operations shall be guarded and protected at all times by the placement of adequate barriers, fences, or boardings, the bounds of which, during periods of dusk and darkness, shall be clearly designated by red warning lights.

Section 6. Installations shall be maintained so as not to interfere with TV reception already in existence.

Section 7. That five viewing channels including all local TV channels shall be furnished as a minimum; and charges for the services rendered by the company shall be made for all channels and not for single channels or single programs.

Section 8. All rates and charges of the company shall be fair, reasonable, just and uniform, and shall be subject to the rules and regulations of any state or federal authority which may subsequently, by due process of law, acquire jurisdiction over this type of industry or enterprise. The single outlet residential monthly service rate shall be a maximum of $6.00 per month, each additional outlet at a residence shall be a maximum rate of $2.50 per month. The rates hereby established are subject to change by the company upon application and approval by the city commission of the City of Columbus.

Section 9. Installation and maintenance of equipment shall be such that standard color signals shall be transmitted to any subscriber receiver who has or owns a color TV receiver.

Section 10. The distribution system of the Company to be hereafter installed shall not be abandoned either in whole or in part without the consent of this commission. In the event of the failure of the company to let a contract for the installation and construction of the system within 180 days after the enactment of this ordinance, or in the event of the failure of the company to render community television service to the City of Columbus and the inhabitants thereof, as contemplated and provided for by this ordinance, on or before the 7th day of December, 1968, this commission shall have the right, on reasonable notice to the company, to declare this ordinance and the rights and franchise granted hereunder forfeited; provided, however, failure to comply with these terms by reason of circumstances beyond the reasonable control of the company which could not be anticipated at the time of the acceptance of its terms by the company, shall not be sufficient grounds to declare a forfeiture.

Section 11. The company shall indemnify, protect and save harmless the city from and against losses and physical damages to property, and bodily injury or death to persons, including payments made under any workmen's compensation law, which may arise out of or be caused by the erection, maintenance, presence, use or removal of said attachments on poles within the city, or by any act of the company, its agents or employees. The company shall carry insurance to protect the parties hereto from and against all claims, demands, actions, judgments, costs, expenses, and liabilities which may arise or result, directly or indirectly from or by reason of such loss, injury or damage. The amounts of such insurance against liability due to physical damage to property shall not be less than $25,000.00 as to any one accident and not less than $200,000.00 aggregate in any single policy year; and against liability due to bodily injury or to death of persons not less than $100,000.00 as to any one person and not less than $300,000.00 as to any one accident. The company shall also carry such insurance as it deems necessary to protect it from all claims under any workmen's compensation laws in effect which may be applicable to the company. All insurance required by this agreement shall be and remain in full force and effect for the entire life of this agreement. Said policy or policies of insurance or a certified copy or copies thereof shall be approved by the city attorney and then deposited with and kept on file by the city clerk.

Section 12. The company shall grant to the city, free of expense, joint use of any and all poles owned by it for any proper municipal purpose acceptable to the company, insofar as it may be done without interfering with the free use and enjoyment of the company's own wires and fixtures, and the city shall hold the company harmless from any and all actions, causes of action, or damage caused by the placing of the city's wires or appurtenances upon the poles of the company. Proper regard shall be given to all existing safety rules governing construction and maintenance in effect at the time of construction.

Section 13. At the time this franchise becomes effective the company shall furnish a bond to the city in the amount of $10,000.00, in such form and with such sureties as shall be acceptable to the city, guaranteeing the payment of all sums, which may at any time become due from the company to the city under the terms of this franchise (except such sums as are covered by the insurance provided for in Section 12), and further guaranteeing the faithful performance of all of the obligations of the company under the terms of this franchise.

Section 14. The company agrees to install signal distribution facilities subject to satisfactory pole clearance and pole rental arrangements to all residents who are subscribers of the system of the city with a population density of 50 homes per mile of system or more.

Section 15. In further consideration of the granting of this franchise to the company, the company will pay to the City of Columbus three percent of the gross receipts of the company, exclusive of installation charges.

Section 16. The company shall not be authorized to engage in the sale or servicing of television sets or appliances.

Section 17. Should any section, clause, or provision of this ordinance be declared invalid by a court of record, the same shall not affect the validity of the ordinance as a whole or any part thereof, other than the part so declared invalid.

Section 18. This ordinance shall be published, within ten days after its final passage in the Columbus Ledger, a newspaper of general circulation published in the City of Columbus, to become effective on the 30th day after passage.

Section 19. It is the stated intention of the City of Columbus that all other holders of public franchises shall cooperate with the company to allow the company's joint usage of their poles and pole line facilities wherever possible or wherever such usage does not interfere with the normal operation of said poles and pole lines, so that the number of additional poles constructed by the company may be minimized.

Adopted the 7th day of December, 1964.

TELECABLE OF COLUMBUS, INC.

ORDINANCE NO. 91-112

Appendices A, B and C, attached to the franchise agreement, are not included herein, but are on file in the office of the city clerk.

Section 1. Definitions.

As used in this document, a word or term shall have the meaning ascribed to it in the cable television industry unless it is apparent from the context that such word or term has a different meaning or unless such word or term is specifically defined herein.

Section. 2. Grant of authority to operate and term of franchise.

2.1. Grant. The city hereby grants to the grantee the right to construct, erect, operate, and maintain a cable television system in, upon, along, across, above, over, and under the streets, alleys, public ways, public places, and other specific locations mutually agreeable to the city and grantee within the city's boundaries, which boundaries also constitute the grantee's area of service.

2.2. Nonexclusive franchise. This grant of authority or franchise to operate a cable television system in the city and the right to use and occupy the streets, alleys, public ways, and places for the purposes herein set forth shall not be exclusive. The city reserves the right, at its discretion, to grant franchises to other cable operators.

2.3. Term of franchise. This grant of authority shall run for a term of 15 years beginning on January 1, 1992 (which shall be the effective date of this franchise) and ending on January 1, 2007.

Section. 3. Emergency override.

3.1. The grantee shall provide an emergency alert system which will allow the city authorities to interrupt cable programming with emergency alert audio announcements.

3.2 Alternative power sources. The grantee shall maintain alternative power sources so that all trunk lines or a minimum of 50 percent of all lines will be maintained at full power for at least two hours beyond the time when normal power sources have ceased. Grantee agrees to a minimum of 70 percent by 1998.

3.3. Institutional use. If technically feasible, the grantee shall install microwave transmission facilities of the Government Center to transmit programming from the Government Center and Trade Center to its head-end facilities for insertion on the government access channel. The city shall provide appropriate space, power, and other necessary on-site accommodations. The grantee shall in addition provide a character generator, camera, recorder, and monitor unless it has already been provided for the city's use on the government access channel.

Section. 4. Operation and services.

4.1. Insurance. Grantee shall maintain at all times liability insurance or be self insured as described Appendix A.

4.2. Service standards. The grantee agrees to comply with the standards and procedures as specifically described on Appendix B.

4.3. Education and government access channel. Grantee shall immediately at the request of the city set aside and dedicate one channel for city government and educational purposes (the "education and government access channel"). Grantee shall be permitted to utilize any unused time on any education and government access channel.

4.4. Local origination channel. If grantee has constructed a studio at its operation center, then grantee will provide one additional channel for local origination purposes ("local origination channel"). Grantee shall promulgate reasonable rules and procedures for the content and use of this channel by community groups and individuals.

4.5. Studio facilities and technical assistance. In the event grantee constructs a studio at grantee's operation center, then grantee shall upon request, with reasonable notice, and at sole convenience of grantee, make these facilities available to the city free of charge up to a maximum of 20 hours in any month and up to a maximum of 200 hours per year.

4.6. Public service and promotional announcements. Grantee shall allocate advertising time to the city for advertising or promotional use equitably with other public service announcements. Grantee shall reasonably assist the city in the creation of such public service announcements utilizing the facilities and/or production facilities described in subsection 4.5.

4.6.1. No reduction in franchise fees. Grantee agrees that the cost of meeting the requirements of subsections 3.3, 4.3, 4.5, and 4.6 will not reduce, offset, or be credited against a franchise fees payable to the city.

4.7. Technical, operational, and maintenance standards. The grantee shall comply with the following technical, operational, and maintenance standards:

4.7.1. The grantee shall construct, install, operate, and maintain its system in a manner consistent with all applicable laws, ordinances, and construction standards of the State of Georgia and of the city; the NCTA Recommended Practices for Measurements on Cable Television Systems, published by the National Cable Television Association; National Electrical Safety Code (National Bureau of Standards); National Electrical Code (National Bureau of Fire Underwriters); and in accordance with all FCC regulations.

4.7.2. If the city has facts or other reasonable grounds to believe that the signal quality or technical performances of the cable system is, in a specific location or area, not meeting required levels, then upon the city's reasonable request, the grantee shall test, analyze, and report to the city on the performance of the system.

Section. 5. Line extension policy.

It is the desire of the city that cable service be provided to all residential areas within the territorial limits of the city. Where any residential area not served by cable consists of at least 30 existing homes per street mile (for aerial cable) or 50 existing homes per street mile (for underground cable) as measured from existing feeder cable plant, then the cable plant shall be extended to such area and cable service provided there at the grantee's cost. This line extension policy is not intended to require the grantee to "overbuild" or to provide cable services already served by other cable operators.

Section. 6. Certain government and public school facilities to receive free connections.

The grantee shall provide free connection and monthly standard service to all occupied government buildings (one outlet), provided said buildings are located within 300 feet of grantee's distribution system. The facilities eligible to receive these connections and services shall include, but not be limited to the following:

All buildings owned and/or used by the city presently and in the future for municipal purposes

All public schools

All publicly owned day care centers

Police departments

Fire departments

Section. 7. Specialized use of satellite facilities.

Grantee will make available a portable satellite receiving antenna for use by the city and the Muscogee County School System, free of charge.

Section. 8. Fees.

8.1. In further consideration of the granting of this franchise to the grantee, the grantee will pay quarterly to Columbus, Georgia, beginning January 1, 1992, a franchise fee of five percent of the grantee gross revenues billed after January 1, 1992.

8.2. Gross revenues shall mean all payments received by grantee, parent, or subset of grantee from any source whatsoever arising from or attributable to the sale or exchange of cable services by grantee within the city or in any way derived from the operation of its system within the city, including, but not limited to, basic service monthly fees, tiered service monthly fees, pay t.v., pay-per-view, lease channel fees, converter rentals or sales, installation fees, and advertising receipts.

8.3. Advertising revenues will not be included in gross revenues until the quarter beginning June 1, 1998. However, advertising revenues shall be included in any earlier date when TCI of Columbus and American Cable both voluntarily agree to amend their franchises to provide for the assessment of a franchise fee on advertising revenues or grantee provides service to more than 80 percent of the cable subscribers in the city.

Section. 9. Financial reports.

9.1. Not later than 120 days after the end of each fiscal year of grantee, grantee shall cause to be prepared and certified as being correct a financial report ("financial report") as shown in Appendix C of this agreement. Reasonable records will be made available to a representative of the city, in the city, for the past three fiscal years.

Section. 10. Enforcement of franchise provisions.

The grantee hereby recognizes its obligations under this franchise. The grantee hereby pledges to fulfill any and all obligations, including, but not limited to:

Payment of franchise fee;

Providing any reasonably required data for enforcement of this franchise and requested in writing by the city;

Providing in a continuous manner the type of services pledged in the franchise according to specified standards.

In the event the grantee fails to provide information or services as listed above or elsewhere in the franchise agreement, the city may inform the grantee and require corrective action of the grantee in the franchise agreement, the city may inform the grantee and required corrective action of the grantee in the manner outlined below:

The city manager may first inform the grantee of any failures in an informal manner. The grantee shall make a diligent attempt to take prompt corrective action within a two-week period, or immediately if the grantee failure poses a safety hazard. In the event the grantee fails to take corrective actions, or to schedule corrective action, within a 30-day period, the city manager may, in writing, inform the grantee of its failure to comply with the terms of the franchise. Grantee shall respond to this notification within a seven-day period specifying its intent and method of coming into compliance with the franchise. In the event that the grantee does not respond to the city manager as requested, the city manager may inform the mayor and council of the grantee's failure to comply with the terms of the franchise. The city manager may specify, in writing, the specific failure or failures of the grantee and the section of the franchise agreement which is not being met. The city manager may also specify the remedial action required of the grantee to come into compliance with the franchise agreement.

The mayor and council may then call for a hearing where a presentation of information by the city manager and a response by the grantee will be heard. After a review the mayor and council will determine if the grantee is complying with the franchise agreement. Furthermore, the mayor and council may endorse, modify, or alter the city manager's recommendations to bring the grantee into compliance with the terms of the franchise agreement. In the event the grantee fails to adhere to the recommendations of council and the council may elect to revoke this franchise by initiating appropriate court proceedings.

Section. 11. Representations and warranties.

11.1. The grantee shall indemnify, protect, save, and hold harmless Columbus, Georgia, from and against losses and physical damages to property, and bodily injury or death to persons, including payments made under Workmen's Compensation law, which may arise out of or be caused by the erection, maintenance, presence, use or removal of said attachments on poles within Columbus, Georgia, or by any act of the grantee, its agents or employees.

11.2. The grantee expressly acknowledges that upon accepting this franchise, it does and did so relying upon its own investigation and understanding of the power and authority of the city to grant this franchise.

11.3. The grantee, by acceptance of this franchise, acknowledges that it has not been induced to enter into this franchise by any understanding or promise or other statement whether verbal or written by or on behalf of the city or by any other third person concerning any term of condition of this franchise not expressed herein.

11.4. The grantee represents and warrants that it has the power and authority to enter into this franchise agreement by and through the representative who has signed this franchise agreement on its behalf, and that it has the power and ability to do all the acts required of it under this franchise agreement. The grantee shall provide a corporate resolution to that effect simultaneously with the signing hereof and a current certificate of existence from its state of incorporation, and, if a foreign corporation, its documentation of having registered in the state of Georgia.

11.5. Any subsequent amendment(s) to the city Code, any Federal Cable Act, or any cable ordinance shall not affect this franchise agreement except to the extent permitted by this franchise agreement.

11.6. The headnotes or titles to the sections herein are inserted only as a matter of convenience and for reference, and in no way confine, limit, or describe the scope or intent of any provision of this franchise agreement.

11.7. The city may not regulate the rates for the provision of cable service and other service, including, but not limited to, ancillary charges relating thereto, except as authorized pursuant to federal and state law including, but not limited to, the Cable Communications Policy Act of 1984 and FCC Rules and Regulations relating thereto. From time to time, and at any time, the grantee has the right to modify its rates and charges, including, but not limited to, the implementation of additional charges and rates; provided, however, that the grantee shall give written notice to the Council of Columbus, Georgia, of any such modifications or additional charges 30 days prior to the effective date thereof.

11.8. Grantee agrees to comply with the Sherman Anti-Trust Act, all FCC regulations, Robinson-Patman Act, and the Federal Cable Act. The city does not condone any practice of grantee which is harmful to the competitive process and to the consumer.

Section. 12. Severability.

The foregoing provisions, requirements, and conditions are agreed to by the grantee in return for the granting of the franchise by Columbus, Georgia. Should any section, clause, or provision of this ordinance be declared invalid by a court of record, the same shall not affect the validity of the ordinance as a whole or any part thereof, other than the part so declared invalid.

COLUMBUS CABLEVISION, INC.

ORDINANCE NO. 72-5

An Ordinance granting to Columbus Cablevision, Inc., a Muscogee County, Georgia corporation, the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables, in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of said city, for a period of 25 years commencing December 7, 1964, and regulating the same; and for other purposes.

BE IT ORDAINED BY THE COUNCIL OF COLUMBUS, GEORGIA, AS FOLLOWS:

Section 1. In consideration of the faithful performance and observance of the conditions and reservations hereinafter specified, a nonexclusive right is hereby granted to Columbus Cablevision, Inc., a Muscogee County, Georgia corporation, its successors, designees or assigns, provided such successors, designees or assigns are approved by this Council hereinafter referred to as "company," the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables, in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of Columbus, Georgia, for a period of 25 years from December 7, 1964 under the terms and conditions hereinafter provided.

Section 2. Wherever used in this ordinance, the word "television" shall mean a system for transmission of audio signals and visual images by means of electrical impulses.

Section 3. The poles used for the company's distribution system shall be those erected and maintained by the Southern Bell Telephone and Telegraph Company or the Georgia Power Company, when and where practicable, providing mutually satisfactory rental agreements can be entered into with said companies. Where the use of poles owned by the Southern Bell Telephone and Telegraph Company or the Georgia Power Company is not practicable or mutually satisfactory rental agreements cannot be entered into with said companies, the company shall have the right to erect and maintain its own poles, as may be necessary for the proper construction and maintenance of the television distribution system, with the approval of locating poles by the manager and engineer of Columbus, Georgia.

Section 4. The company's transmission and distribution system poles, wires, and appurtenances shall be located, erected and maintained so as not to endanger or interfere with the lives of persons, or to interfere with new improvements Columbus, Georgia, may deem proper to make, or to unnecessarily hinder or obstruct the free use of the streets, alleys, bridges, or other public property; removal of poles to avoid such interference will be at company's expense.

Construction and maintenance of the transmission distribution 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 Fire Underwriters, and such applicable ordinances and regulations of Columbus, Georgia, affecting electrical installations, which may be presently in effect, or changed by future ordinances.

Installation and housedrop hardware shall be uniform throughout Columbus, Georgia, except that the company shall be free to change its hardware and installation procedure as the art progresses.

Section 6. Installations shall be maintained so as not to interfere with TV reception already in existence.

Section 8. All rates and charges of the company shall be fair, reasonable, just and uniform, and shall be subject to the rules and regulations of any state or federal authority which may subsequently, by due process of law, acquire jurisdiction over this type of industry or enterprise. The monthly rates for service may not be adjusted upward more than $1.00 for the regular monthly rate nor more than $0.50 for the additional outlet rate in any 12-month period. No rate increase or new charge shall be initiated without first having given the council of Columbus, Georgia 30 days notice of such new rate or charge by filing the new rate or charge with the clerk of council.

(Ord. No. 76-98, §§ 1—3, 7-27-76; Ord. No. 78-40, § 1, 4-11-78)

Section 9. Installation and maintenance of equipment shall be such that standard color signals shall be transmitted to any subscriber receiver who has or owns a color TV receiver.

Section 10. The distribution system of the company to be hereafter installed shall not be abandoned either in whole or in part without the consent of this council.

Section 11. The company shall indemnify, protect and save harmless Columbus, Georgia from and against losses and physical damages to property, and bodily injury or death to persons, including payments made under any workmen's compensation law, which may arise out of or be caused by the erection, maintenance, presence, use or removal of said attachments on poles within Columbus, Georgia, or by any act of the company, its agents or employees. The company shall carry insurance to protect the parties hereto from and against all claims, demands, actions, judgments, costs, expenses, and liabilities which may arise or result, directly or indirectly from or by reason of such loss, injury or damage. The amounts of such insurance against liability due to physical damage to property shall not be less than $25,000.00 as to any one accident and not less than $200,000.00 aggregate in any single policy year; and against liability due to bodily injury or to death of persons not less than $100,000.00 as to any one person and not less than $300,000.00 as to any one accident. The company shall also carry such insurance as it deems necessary to protect it from all claims under any workmen's compensation laws in effect which may be applicable to the company. All insurance required by this agreement shall be and remain in full force and effect for the entire life of this agreement. Said policy or policies of insurance or a certified copy or copies thereof shall be approved by the attorney for Columbus, Georgia, and then deposited with and kept on file by the clerk of Columbus, Georgia.

Section 12. The company shall grant to Columbus, Georgia, free of expense, joint use of any and all poles owned by it for any proper municipal purpose acceptable to the company, insofar as it may be done without interfering with the free use and enjoyment of the company's own wires and fixtures, and Columbus, Georgia, shall hold the company harmless from any and all actions, causes of action, or damage caused by the placing of its wires or appurtenances upon the poles of the company. Proper regard shall be given to all existing safety rules governing construction and maintenance in effect at the time of construction.

Section 13. At the time this franchise becomes effective the company shall furnish a bond to Columbus, Georgia, in the amount of $10,000.00, in such form and with such sureties as shall be acceptable to Columbus, Georgia, guaranteeing the payment of all sums, which may at any time become due from the company to Columbus, Georgia, under the terms of this franchise (except such sums as are covered by the insurance provided for in section 12), and further guaranteeing the faithful performance of all of the obligations of the company under the terms of this franchise.

Section 14. The company agrees to install signal distribution facilities subject to satisfactory pole clearance and pole rental arrangements to all residents who are subscribers of the system of Columbus, Georgia, with a population density of 50 homes per mile of system or more.

Section 15. In further consideration of the granting of this franchise to the company, the company will pay to Columbus, Georgia, three percent of the gross receipts of the company, exclusive of installation charges.

Section 16. The company shall not be authorized to engage in the sale or servicing of television sets or appliances.

Section 18. This ordinance shall be published, within ten days after its final passage in the Columbus Ledger, a newspaper of general circulation published in Columbus, Georgia, to become effective as provided by law.

Section 19. It is the stated intention of Columbus, Georgia, that all other holders of public franchises shall cooperate with the company to allow the company's joint usage of their poles and pole line facilities wherever possible or wherever such usage does not interfere with the normal operation of said poles and pole lines, so that the number of additional poles constructed by the company may be minimized.

Introduced and read at a regular meeting of the Council of Columbus, Georgia, held on the 4th day of January, 1972; read a second time at a regular meeting of said Council held on the 11th day of January, 1972, and adopted at said meeting by the affirmative vote of 10 members of said Council.

GEORGIA POWER COMPANY

ORDINANCE NO. 05-84

Ordinance granting permission and consent to Georgia Power Company, a Georgia corporation, and its successors, lessees, and assigns (hereinafter referred to collectively as the "company") to occupy the streets and public places of Columbus, Georgia, a body politic and corporate and a political subdivision of the State of Georgia (hereinafter referred to as the "city"), in constructing, maintaining, operating, and extending poles, lines, cables, equipment, and other apparatus for transmitting and distributing electricity and for other purposes.

Section I. Be it ordained by the Council of Columbus, Georgia, that the authority, right, permission, and consent are hereby granted to the company, for a period of 35 years from the date of the company's acceptance hereof, to occupy and use the streets, alleys, and public places of the city within the present and future corporate limits of the city as from time to time the company may deem proper or necessary for the overhead or underground construction, maintenance, operation, and extension of poles, towers, lines, wires, cable, conduits, insulators, transformers, appliances, equipment, connections, and other apparatus (hereinafter referred to collectively as the "company's facilities") for the business and purpose of transmitting, conveying, conducting, using, supplying, and distributing electricity for light, hear, power, and other purposes for which electric current may be or become useful or practicable for public or private use, and to re-enter upon such streets, alleys, and public places from time to time as the company may deem proper or necessary to perform these functions, and to cut and trim trees and shrubbery when and where necessary, in the judgment of the company, to insure safe and efficient service.

Section II. Be it further ordained that the rights, permission, and consents herein contained are granted for the following considerations and upon the following terms and conditions:

The company shall pay into the treasury of the city (a) on or before the first day of March in each year following the granting of this franchise, a sum of money equal to four percent of the gross sales of electric energy to customers served under residential and commercial rate schedules (as prescribed by the Georgia Public Service Commission) within the corporate limits of the city during the preceding calendar year and four percent of the gross sales of electric energy to customers served under industrial rate schedules (as so prescribed) within the corporate limits of the city during the period beginning and ending on December 31 thereafter and (b) on or before the first day of March of each year thereafter during the term of this franchise, a sum of money equal to four percent of the gross sales of electric energy to customers served under residential, commercial, and industrial rate schedules (as so prescribed) with the corporate limits of the city during the preceding calendar year, on condition that in the event the city shall grant to any other entity the right to use and occupy the city's streets for like purposes, such use and occupancy shall be upon the same terms and conditions as those herein contained, including the payment provisions hereof. The company, in calculating the sum of money to be paid to the city in each year pursuant to this paragraph 1, shall include gross sales of electric energy to customers who are served under residential, commercial, and industrial rate schedules by the company on any portion of the Fort Benning Reservation that is located within the corporate limits of the city.

The amount, if any, of any tax, fee, charge, or imposition of any kind required, demanded, or exacted by the city on any account, other than ad valorem taxes on property, shall operate to reduce to that extent the amount from the percentage of gross sales provided for in paragraph 1 of this section II.

The company shall fully protect, indemnify, and save harmless the city from all damages to persons or property caused by the construction, maintenance, operation, or extension of the company's facilities, or conditions of streets, alleys, or public places resulting therefrom, for which the city would otherwise be liable.

The company shall, in construction, maintaining, operating, and extending the company's facilities, submit and be subject to all reasonable exercises of the police power by the city. Nothing contained, herein, however, shall require the company to surrender or limit its property rights created hereby without due process of law, including adequate compensation, for any other purpose at the instance of the city or for any purpose at the instance of any other entity, private or governmental.

For purposes of paragraph 6 of this section II, the term "distribution facilities" means, poles, lines, wires, cables, conductors, insulators, transformers, alliances, equipment, connections, and other apparatus installed by or on behalf of the company (whether before of after the adoption of this ordinance) in the streets, alleys, or public places of the city for the purpose of distributing electricity within the present and future corporate limits of the city. Distribution facilities do not include any of the following: (i) electric transmission lines with a design operating voltage of 46 kilovolts or greater (hereinafter referred to as "transmission lines"); (ii) poles, towers, frames, or other supporting structures for transmission lines (hereinafter referred to as "transmission structures"); (iii) transmission lines and related wires, cables, conductors, insulators, or other apparatus attached to transmission structures; (iv) lines, wires, cables, or conductors installed in concrete-encased ductwork; or (v) network underground facilities.

In the event that the city or any other entity acting on behalf of the city requests or demands that the company relocate any distribution facilities from their then-current locations within the streets, alleys, and public places of the city in connection with a public project or improvement, then the company shall relocate, at its expense, the distribution facilities affected by such project or improvement. The company's obligations under this paragraph 6 shall apply without regard to whether the company has acquired, or claims to have acquired, an easement or other property right with respect to such distribution facilities and shall not affect the amounts paid or to be paid to the city under the provisions of paragraph 1 of this section II. Notwithstanding the foregoing provisions of this paragraph 6, the company shall not be obligated to relocate, at its expense, any of the following: (i) distribution facilities that are located on private property at the time relocation is required or demanded; (ii) distribution facilities that are relocated in connection with sidewalk improvements (unless such sidewalk improvements are related to or associated with road widenings, the creation of new turn lanes, or the addition of acceleration/deceleration lanes); (iii) streetscape projects or other projects undertaken primarily for aesthetic purposes; or (iv) distribution facilities that are converted from an overhead configuration or installation to an underground configuration or installation.

The city and the company recognize that both parties benefit from economic development within the city. Accordingly, when it is necessary to relocate any of the company's facilities (whether distribution facilities, transmission lines, transmission structures, or other facilities) within the city, the city and the company shall work cooperatively to minimize costs, delays, and inconvenience to both parties while ensuring compliance with applicable laws and regulations. In addition, the city and the company shall communicate in a timely fashion to coordinate projects included in the city's five-year capital improvement plan, the city's short-term work program, or the city's annual budget in an effort to minimize relocation of the company's facilities. Such communication may include, but is not limited to, (i) both parties' participation in the Georgia Utilities Coordination Council, Inc. (or any successor organization) or a local utilities coordination council (or any successor organization) and (ii) both parties' use of the National Joint Utility Notification System (or any successor to such system mutually acceptable to both parties).

With regard to each streetscape project undertaken by or on behalf of the city, the city shall pay the company in advance for the company's estimated cost to relocate any of the company's facilities (whether distribution facilities, transmission lines, transmission structures, or other facilities) in connection with such project. For each streetscape project, the company shall estimate in good faith the amount of incremental base revenue, if any, that the company will realize as a result of new customer load or expension of existing customer load attributable to such project; and such estimate shall be based on tariffs in effect at the time that construction of such project begins and shall not include fuel recovery charges, non-electric service billings, or taxes. If such estimate indicates that the company will realize incremental base revenue, the company shall do one of the following, whichever results in greater cost savings to the city: (i) reduce the city's advance payment to the company for relocation costs by ten percent; or (ii) where the city has developed a bona fide marketing plan within 12 months after construction of such project begins, either refund the amount of the company's incremental base revenue during such twelve-month period to the city or credit such amount against any future payment due from the city to the company. The city and the company acknowledge and agree that the amount of any refund or credit calculated pursuant to clause (ii) of the foregoing sentence of this paragraph 8 shall not exceed the amount of the city's advance payment to the company for relocation costs associated with such project.

Section III. Be it further ordained that nothing contained in this ordinance shall limit or restrict the right of customers within the corporate limits of the city to select an electric supplier as may hereafter be provided by law.

Section IV. Be it further ordained that from time to time after the approval of this ordinance, the company and the city may enter into such additional agreements as the company and the city deem reasonable and appropriate; provided, however, that such agreements shall not be inconsistent with the terms and conditions of the franchise granted in this ordinance, shall not extend beyond the term of the franchise, and shall be enforceable separate and apart from the franchise.

Section V. Be it further ordained that the company shall, within 90 days from the approval of this ordinance, file the company's written acceptance of the franchise granted in this ordinance with the clerk of council, so as to form a contract between the company and the city.

Section VI. Be it further ordained that upon such acceptance all laws and ordinances, and all agreements between the company and the city with respect to the company's use of the city's streets, alleys, and public places, in actual conflict herewith be and the same shall thereupon stand repealed and terminated, respectively.

Adopted by the Council of Columbus, Georgia, at a meeting held on November 15, 2005.

NUVIEW TELEVISION NETWORKS

[ORDINANCE NO. 87-104]

AMERICAN CABLE COMPANY

ORDINANCE NO. 88-53

An Ordinance granting to American Cable Company, a Muscogee County, Georgia company, the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables, in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of said Columbus, Georgia, for a period of ten years commencing June 1, 1988, and regulating the same; and for other purposes.

THE COUNCIL OF COLUMBUS, GEORGIA HEREBY ORDAINS:

Section 1. In consideration of the faithful performance and observance of the conditions and reservations hereinafter specified, a nonexclusive right is hereby granted to American Cable Company, a Muscogee County, Georgia company, its successors, designees or assigns, provided such successors, designees or assigns are approved by this council upon 30 days advance written notice, hereinafter referred to as "company", the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of Columbus, Georgia, for a period of ten years commencing June 1, 1988, under the terms and conditions hereinafter provided.

Section 2. Wherever used in this ordinance, the word "television" shall mean a system for transmission of audio signals and visual images by means of electrical impulses.

Section 4. The company's transmission and distribution system poles, wires, and appurtenances shall be located, erected and maintained so as not to endanger or interfere with the lives of persons, or to interfere with new improvements Columbus, Georgia may deem proper to make, or to unnecessarily hinder or obstruct the free use of the streets, alleys, bridges, or other public property; removal of poles to avoid such interference will be at the company's expense.

Construction and maintenance of the transmission distribution system, including house connections, shall be in accordance with the provisions of the National Electrical Code, prepared by the National Fire Protection Association, and such applicable ordinances and regulations of Columbus, Georgia affecting electrical installations, which may be presently in effect, or changed by future ordinances.

Installation and housedrop hardware shall be uniform throughout Columbus, Georgia, except that the company shall be free to change its hardware and installation procedure as the art progresses.

Section 6. Installations shall be maintained so as not to interfere with television reception already in existence.

Section 7. The company shall be required to furnish, in return for the service rate or charge referred to in section 8 of this franchise ordinance, a minimum of 11 viewing channels, including all local television channels. This service shall constitute the basic service of the company, and no charges shall be made on the basis of single channels or single programs for such basic service. The company may offer additional channels providing alternative programming and additional programs originated for cable systems to which the restrictions of this section and of section 8 concerning service rates or charges shall not apply, including pay channels such as HBO, Cinemax, Showtime, the Movie Channel, the Disney Channel, and certain other channels recognized in the industry as a "premium or pay channel." Such channels shall be available solely at the option of the cable subscriber, and the company shall not require a cable subscriber to accept such services as a prerequisite to obtaining or continuing basic cable service. A nondiscriminatory charge may be made by the company for the furnishing of such additional services. Gross revenues derived by the company from the furnishing of such services shall be subject to the franchise fee due Columbus, Georgia, under section 20 of this ordinance. The company, its officers or its manager shall be responsible for the content of the alternative programming service as the obscenity laws of the United States and the State of Georgia may provide, and a final conviction for violation of such laws because of program content of the alternative programming service shall subject the company to a forfeiture of the $10,000.00 bond filed with the city pursuant to section 13 of this franchise agreement.

Section 8. All rates and charges of the company shall be fair, reasonable, just and uniform for all company subscribers, and shall be subject to applicable state or federal law and to the rules and regulations of any state or federal agency which may now or subsequently, by due process of law, acquire jurisdiction over this type of industry or enterprise. Increases in rates for such basic cable service as described in section 7 of this franchise ordinance by the company shall not exceed five percent per year. No rate increase or new charge shall be initiated without first having given the Council of Columbus, Georgia, 30 days' written notice of such new rate or charge, by filing the same via certified mail with the clerk of council.

Section 9. Installation and maintenance of equipment shall be such that standard color signals shall be transmitted to any subscriber receiver who has or owns a color television receiver.

Section 10. The distribution system of the company to be hereafter installed shall not be abandoned either in whole or in part without the consent of the Columbus Council. In the event of the failure of the company to let a contract for the installation and construction of such system within 90 days after the enactment of this ordinance, or in the event of the failure of the company to render community television service to Columbus, Georgia, and the inhabitants thereof, as contemplated and provided for by this franchise ordinance, and particularly by section 14 contained herein, the Columbus Council shall have the right, on reasonable notice to the company, to declare this ordinance and the rights and franchise granted hereunder forfeited; provided, however, failure to comply with these terms by reason of circumstances beyond the reasonable control of the company which could not be anticipated at the time of the acceptance of such terms by the company, shall not be sufficient grounds to declare a forfeiture.

Section 11. The company shall indemnify, protect, save, and hold harmless Columbus, Georgia, from and against losses and physical damages to property, and bodily injury or death to persons, including payments made under any Workmen's Compensation law, which may arise out of or be caused by the erection, maintenance, presence, use or removal of said attachments on poles within Columbus, Georgia, or by any act of the company, its agents or employees. The company shall carry insurance to protect the parties hereto from and against all claims, demands, actions, judgements, costs, expenses, and liabilities which may arise or result, directly or indirectly from or by reason of such loss, injury or damage. The amounts of such insurance against liability due to bodily injury or to death of persons shall not be less than $500,000.00 as to any one person and not less than $1,000,000.00 as to any one accident or occurrence; and against liability due to physical damage to property not less than $500,000.00 as to any one accident or occurrence and not less than $1,000,000.00 aggregate in any single policy year. The company shall also carry such insurance as it deems necessary to protect it from all claims under any Workmen's Compensation laws in effect which may be applicable to the company. All insurance required by this agreement shall be and remain in full force and effect for the entire life of this agreement. Said policy or policies of insurance or a certified copy or copies thereof shall be approved by the attorney for Columbus, Georgia, and then deposited with and kept on file by the clerk of council of Columbus, Georgia.

Section 12. The company shall grant to Columbus, Georgia, free of expense, joint use of any and all poles owned by it for any proper municipal purpose, insofar as it may be done without interfering with the free use and enjoyment of the company's own wires and fixtures, and Columbus, Georgia, shall hold the company harmless from any and all actions, causes of action, or damage caused by the placing of its wires or appurtenances upon the poles of the company. Proper regard shall be given to all existing safety rules governing construction and maintenance in effect at the time of construction.

Section 13. At the time this franchise becomes effective the company shall furnish a bond to Columbus, Georgia, in the amount of $10,000.00, in such form and with such sureties as shall be acceptable to Columbus, Georgia, guaranteeing the payment of all sums, which may at any time become due from the company to Columbus, Georgia, under the terms of this franchise (except such sums as are covered by the insurance provided for in section 11), and further guaranteeing the faithful performance of all of the obligations of the company under the terms of this franchise.

Section 14. The company agrees to install signal distribution facilities subject to satisfactory pole clearance and pole rental arrangements, to all residents who are subscribers of the system of Columbus, Georgia, with a population density of 35 homes per mile of system or more in an area within one-half mile of facilities head-end as of January 1, 1989. The company will provide service within one and one-half miles of head-end beginning January 1, 1990, upon receipt of written request from potential subscribers, provided such potential subscribers pay the equitable share of the cost of line construction where density is less than 35 occupied dwelling units per mile. Such facilities shall be upgraded to 22 channels by December 31, 1995, with authorization of proportionate increases in the basic service rate during the upgrade, subject to the provisions contained in section 8 above governing increases in such rate. The company shall not deny access to cable service to any group of potential residential cable subscribers because of the income of the residents of the local area in which such group resides.

Section 15. The company is hereby encouraged to effect interconnection with other state, county, city, regional or national communications systems where practical and beneficial, to the extent permitted by applicable state or federal law.

Section 16. The company will appoint a single point of contact to communicate with the Columbus Council or a committee designated by the council to review service complaints or the chairman thereof. In the event the television signal service or the community antenna system should be interrupted or fail by reason of accident or circumstances otherwise beyond the control of the company, the company shall restore the service within a reasonable time and such interrupted service shall not constitute a breach of this franchise. Any service interruption in excess of 48 hours shall result in a prorated adjustment of a subscriber's bill for such service, except that such a prorated adjustment shall not be required of the company where such interruption is the result of an accident or circumstances otherwise beyond the control of the company.

Section 17. The company agrees to provide the council of Columbus, Georgia, or a committee designated by the council the following:

Quarterly statistics including a breakdown as to subscribers of basic service; pay channels; and any pay per view (PPV) programming.

Right of inspection, within 24 hours upon receipt by the company of a written request from the council or committee designated by the council, of any part of the company's facilities and equipment whenever the same may be located in Columbus, Georgia.

Section 18. The company shall provide free connection and monthly basic service to all occupied government buildings (one outlet), including the central office of the Muscogee County School District, provided said buildings are located within an area served by the company's distribution system as described in section 14.

Section 19. The company agrees to attend an annual meeting, or meetings requested by the council or a committee designated by the council, to discuss the state of the system and provision of cable services. Topics will include, but not be limited to: (a) technical performance—past, present, and future; (b) service—past, present, and future.

Section 20. In further consideration of the granting of this franchise to the company, the company will pay quarterly to Columbus, Georgia, a franchise fee of five percent of the gross revenues of the company, exclusive of installation charges. Should the company default in the payment of said sums for a period of 30 days or more, then the rights and franchise granted hereunder shall be subject to forfeiture as provided in Section 10 of this franchise ordinance.

(Ord. No. 89-3, 1-10-89)

Section 21. The company shall not be authorized to engage in the sale or servicing of television sets or appliances.

Section 22. In addition to the minimum requirements contained in section 7 above, the company agrees to provide channel capacity for public, educational, or governmental use (PEG), to be made available immediately upon any system growth past 20 channels (channels 21 and above, inclusive). Any such unused PEG channel capacity shall be available for company use.

Section 23. This ordinance shall be published, within ten days after its final passage in the Columbus Ledger-Enquirer, a newspaper of general circulation published in Columbus, Georgia, and shall become effective as provided by law.

Section 24. It is the stated intention of Columbus, Georgia, that all other holders of public franchises shall cooperate with the company to allow the company's joint usage of their poles and pole line facilities wherever possible or wherever such usage does not interfere with the normal operation of said poles and pole lines, so that the number of additional poles constructed by the company may be minimized.

Section 25. The foregoing provisions, requirements, and conditions are agreed to by the company in return for the granting of the franchise by Columbus, Georgia. No change in the operating procedures required by the franchise herein granted shall become effective without the company's having given 30 days' advance written notice to the council of such proposed changes. Should any section, clause, or provision of this ordinance be declared invalid by a court of record, the same shall not affect the validity of the ordinance as a whole or any part thereof, other than the part so declared invalid.

Introduced at a regular meeting of the Council of Columbus, Georgia, held on the 10th day of May, 1988; introduced a second time at a regular meeting of said council held on the 17th day of May, 1988, and adopted at said meeting by the affirmative vote of seven members of said council.

TCI CABLEVISION OF GEORGIA

ORDINANCE NO. 88-85

An ordinance granting to TCI Cablevision of Georgia, Inc., a Georgia corporation, the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose, to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables, in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of said Columbus, Georgia, for a period of 15 years commencing December 1, 1988, and regulating the same; and for other purposes.

THE COUNCIL OF COLUMBUS, GEORGIA HEREBY ORDAINS:

Section 1. In consideration of the faithful performance and observance of the conditions and reservations hereinafter specified, a nonexclusive right is hereby granted to TCI Cablevision of Georgia, Inc., a Georgia corporation, its successors, designees or assigns provided such successors, are approved by this Council upon 30 days' advance written notice, except that no consent or approval of the Council shall be required for transfer of such franchise to a company controlling, controlled by, or under common control with TCI Cablevision of Georgia, Inc., hereinafter referred to as grantee, the right to operate a community antenna system within the limits of Columbus, Georgia, and for such purpose to erect, construct, operate and maintain television transmission and distribution facilities, including coaxial cables in, under, over and along, across and upon the streets, avenues, sidewalks, alleys, bridges and other public places in Columbus, Georgia, and subsequent additions thereto, for the purpose of transmission and distribution by cable of television impulses and television energy for sale to the inhabitants of Columbus, Georgia, for a period of 15 years commencing December 1, 1988, under the terms and conditions hereinafter provided.

Section 2. Wherever used in this ordinance, the word "television" shall means a system for transmission of audio signals and visual images by means of electrical impulses.

Section 3. The poles used for the grantee's distribution system shall be those erected and maintained by the Southern Bell Telephone and Telegraph Company or the Georgia Power Company, when and where practicable, provided mutually satisfactory rental agreements can be entered into with said companies. Where the use of poles owned by Southern Bell Telephone and Telegraph Company or the Georgia Power Company is not practicable or mutually satisfactory rental agreements cannot be entered into with said companies, the grantee shall have the right to erect and maintain its own poles, as may be necessary for the proper construction and maintenance of the television distribution system, with the approval of locating poles by the city manager and city engineer of Columbus, Georgia.

Section 4. The grantee's transmission and distribution system poles, wires, and appurtenances shall be located, erected and maintained so as not to endanger or interfere with the lives of persons, or to interfere with new improvements Columbus, Georgia may deem proper to make, or to unnecessarily hinder or obstruct the free use of the streets, alleys, bridges, or other public property; removal of poles to avoid such interference will be at grantee's expense.

Construction and maintenance of the transmission distribution system, including house connections, shall be in accordance with the provisions of the National Electrical Code, prepared by the National Fire Protection Association, and such applicable ordinances and regulations of Columbus, Georgia, affecting electrical installations, which may be presently in effect, or changed by future ordinances.

Installation and housedrop hardware shall be uniform throughout Columbus, Georgia, except that the grantee shall be free to change its hardware and installation procedure as the art progresses.

Section 5. In the maintenance and operation of its television transmission and distribution system in the streets, alleys, and other public places, and in the course of any new construction or addition to its facilities, the grantee shall proceed so as to cause the least possible inconvenience to the general public; any opening or obstruction in the streets or other public places made by the grantee in the course of its operation shall be guarded and protected at all times by the placement of adequate barriers, fences or boardings, the bounds of which, during periods of dusk and darkness, shall be clearly designated by red warning lights.

Section 6. Installations shall be maintained so as not to interfere with television reception already in existence.

Section 7. The grantee shall be required to furnish, in return for the service rate or charge referred to in section 8 of this franchise ordinance, a minimum of 11 viewing channels. This service shall constitute the basic service of the grantee and no charges shall be made on the basis of single channels or single programs for such basic service. The grantee may offer additional channels providing alternative programming and additional programs originated for cable systems to which the restrictions of this section shall not apply, including premium and pay channels. Such channels shall be available solely at the option of the cable subscriber, and the grantee shall not require a cable subscriber to accept such services as a prerequisite to obtaining or continuing basic cable service. A nondiscriminatory charge may be made by the grantee for the furnishing of such additional services. Gross revenues received by the grantee from the furnishing of such services shall be subject to the franchise fee due Columbus, Georgia, under section 20 of this ordinance.

Section 8. The city may not regulate the rates for the provision of cable service and other service, including but not limited to ancillary charges relating thereto, except as authorized pursuant to federal and state law including, but not limited to, the Cable Communications Policy act of 1984 and FCC Rules and Regulations relating thereto. From time to time, and at any time, the grantee has the right to modify its rates and charges, including, but not limited to, the implementation of additional charges and rates; provided, however, that the grantee shall give written notice to the Council of Columbus, Georgia, of any such modifications or additional charges 30 days prior to the effective date thereof.

(Ord. No. 89-11, 1-24-89)

Section 9. Installation and maintenance of equipment shall be such that standard color signals shall be transmitted to any subscriber receiver who has or owns a color television receiver.

Section 10. Subject to federal, state, and local law, the distribution system of the grantee to be hereafter installed shall not be abandoned either in whole or in part without the consent of the Columbus Council. In the event of the failure of the grantee to render community television service to Columbus, Georgia, and the inhabitants thereof, as contemplated and provided for by this franchise ordinance, and particularly by section 14 contained herein, the Columbus Council shall have the right, on reasonable notice to the grantee, to declare this ordinance and the rights and franchise granted hereunder forfeited; provided, however, failure to comply with these terms by reason of circumstances beyond the reasonable control of the grantee which could not be anticipated at the time of the acceptance of such terms by the grantee, shall not be sufficient grounds to declare a forfeiture.

Section 11. The grantee shall indemnify, protect, save, and hold harmless Columbus, Georgia, from and against losses and physical damages to property, and bodily injury or death to persons, including payments made under Workmen's Compensation law, which may arise out of or be caused by the erection, maintenance, presence, use or removal of said attachments on poles within Columbus, Georgia, or by any act of the grantee, its agents or employees. The grantee shall carry insurance to protect the parties hereto from and against all claims, demands, actions, judgments, costs, expenses, and liabilities which may arise or result, directly or indirectly from or by reason of such loss, injury or damage. The amount of such insurance against liability due to bodily injury or to death of persons shall not be less than $500,000.00 as to any one person and not less than $1,000,000.00 as to any one accident or occurrence; and against liability due to physical damage to property not less than $500,000.00 as to any one accident or occurrence and not less than $1,000,000.00 aggregate in any single policy year. The grantee shall also carry such insurance as it deems necessary to protect it from all claims under any Workers' Compensation laws in effect which may be applicable to the grantee. All insurance required by this agreement shall be and remain in full force and effect for the entire life of this agreement. A certificate of insurance demonstrating such coverage shall be deposited with and kept on file by the clerk of council of Columbus, Georgia.

Section 12. The grantee shall grant to Columbus, Georgia, free of expense, joint use of any and all poles owned by it for any proper municipal purpose, insofar as it may be done without interfering with the free use and enjoyment of the grantee's wires and fixtures, and Columbus, Georgia, shall hold the grantee harmless from any and all actions, causes of action, or damage caused by the placing of its wires or appurtenances upon the poles of the grantee. Proper regard shall be given to all existing safety rules governing construction and maintenance in effect at the time of construction.

Section 13. Except as expressly provided herein, grantee shall not be required to obtain or maintain bonds or other surety as a condition of being awarded the franchise or continuing its existence. The franchising authority acknowledges that the financial and technical qualifications of grantee are sufficient to afford compliance with the terms of the franchise and the enforcement thereof. Grantee and franchising authority recognize that the costs associated with bonds and other surety may ultimately be borne by the subscribers in the form of increased rates for cable services. In order to minimize such costs, the franchising authority agrees to require bonds and other surety only in such amounts and during such times as there is a reasonably demonstrated need therefor. The franchising authority agrees that in no event, however, shall it require a bond or other related surety in an aggregate amount greater than $10,000.00 conditioned upon the substantial performance of the material terms, covenants, and conditions of the franchise. In the event that such a bond or other surety is required in the future, the franchising authority agrees to give grantee at least 60 days' prior notice thereof stating the exact reason for the same. Such reasons must relate to a change in the grantee's financial or technical qualifications which would materially prohibit or impair its ability to comply with the terms of this franchise.

Section 14. The grantee agrees to install signal distribution facilities subject to satisfactory pole clearance and pole rental arrangements, to all residents who are subscribers of the system within Columbus, Georgia, with a population density of 35 homes per mile of system or more. The grantee shall not deny access to cable service to any group of potential residential cable subscribers because of the income of the residents of the local area in which such group resides.

Section 15. The grantee is hereby encouraged to effect interconnection with other state, county, city, regional or national communications systems where practical and beneficial, to the extent permitted by applicable state or federal law.

Section 16. The grantee will appoint a single point of contact to communicate with Columbus Council or a committee designated by the council or the chairman thereof to review service complaints. In the event the television signal service of the community antenna system should be interrupted or fail by reason of accident or circumstances otherwise beyond the control of the grantee, the grantee shall restore the service within a reasonable time and such interrupted service shall not constitute a breach of this franchise. Any such interruption in excess of 48 hours from notice to the grantee of such interruption of service, shall result in a prorated adjustment of a subscriber's bill for such service upon the subscriber's request, except that such a prorated adjustment shall not be required of the grantee where such interruption is the result of an accident or circumstances otherwise beyond the control of the grantee.

Section 17. The grantee agrees to provide the Council of Columbus, Georgia, or a committee designated by the council the following:

Semi-annual statistics including a breakdown as to subscribers of basic service; pay channels; and any pay per view (PPV) programming.

Right of inspection within 24 hours upon receipt by the grantee of a written request from the council or committee designated by the council, of any part of the grantee's facilities and equipment wherever the same may be located in Columbus, Georgia.

Section 18. The grantee shall provide free connection and monthly basic service to all occupied government buildings (one outlet), including the central office of the Muscogee County School District, provided said buildings are located within an area served by the grantee's distribution system as described in section 14.

Section 19. The grantee agrees, upon the receipt of ten days' prior notice from the clerk of council, to attend an annual meeting, or other meetings requested by the council or a committee designated by the council, to discuss the state of the system and provision of cable services. Topics will include, but not be limited to: (a) technical performance—past, present, and future; (b) service—past, present, and future.

Section 20. In further consideration of the granting of this franchise to the grantee, the grantee will pay quarterly to Columbus, Georgia, a franchise fee of five percent of the gross revenues of the grantee, exclusive of installation charges. Payment is due within 90 days of the end of the calendar year. Should the grantee default in the payment of said sums for a period of 30 days or more, then the rights and franchise granted hereunder shall be subject to forfeiture as provided in section 10 of this franchise ordinance.

(Ord. No. 89-4, 1-10-89)

Section 21. The grantee shall not be authorized to engage in the sale or servicing of television sets or appliances.

Section 22. In addition to the minimum requirements contained in section 7 above, the grantee agrees to provide channel capacity for public, educational, or governmental use (PEG), to be made available immediately upon any system growth past 20 channels (channels 21 and above, inclusive). Any such unused PEG channel capacity shall be available for grantee use.

Section 23. This ordinance shall be published, within ten days after its final passage, in the Columbus Ledger-Enquirer, a newspaper of general circulation published in Columbus, Georgia, and shall become effective as provided by law.

Section 24. It is the stated intention of Columbus, Georgia, that all other holders of public franchise shall cooperate with the grantee to allow the grantee's joint usage of their poles and pole line facilities wherever possible or wherever such usage does not

interfere with the normal operation of said poles and pole lines, so that the number of additional poles constructed by the grantee may be minimized.

Section 25. The foregoing provisions, requirements, and conditions are agreed to by the grantee in return for the granting of the franchise by Columbus, Georgia. No change in the operating procedures required by the franchise herein granted shall become effective without the grantee's having given 30 days' advance written notice to the council of such proposed changes. Should any section, clause, or provision of this ordinance be declared invalid by a court of record, the same shall not affect the validity of the ordinance as a whole or any part thereof, other than the part so declared invalid.

Introduced at a regular meeting of the Council of Columbus, Georgia, held on the 23rd day of August, 1988; introduced a second time at a regular meeting of said council held on the 30th day of August, 1988, and adopted at said meeting by the affirmative vote of ten members of said council.

FIRST SOUTHERN CABLE GROUP, INC.

ORDINANCE NO. 88-109

KMC SOUTHEAST CORP.

ORDINANCE NO. 95-105

An ordinance granting a franchise to KMC Southeast Corp., a corporation, its successors and assigns, to lay, maintain and operate a fiber optic transmission cable for the transmission of telephonic data and other electronic messages in, on, and/or across public places or ways and prescribing conditions and limitations.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLUMBUS, GEORGIA, AS FOLLOWS:

Section 1. Definitions.

For the purposes of this ordinance the following terms, phrases, words, and their derivations shall have the meanings given herein unless more specifically defined within other sections of this ordinance. When not inconsistent with the content, words used in the present tense include the future tense, and words in the single number include the plural number. The word "shall" is always mandatory, and not merely directory.

(1)

Anniversary date shall mean the date on which this franchise is accepted by the grantee.

(2)

City is the City of Columbus.

(3)

Dark fiber means unused fiber through which no light is transmitted, or installed fiber optic cable not carrying a signal.

(4)

Grantee is KMC Southeast Corp. or anyone who succeeds KMC Southeast Corp. in accordance with the provisions of this franchise.

(5)

Franchise is the authorization, and renewal thereof, issued by the City of Columbus as franchising authority, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, agreement or otherwise, which authorizes the construction and operation of a fiber optic voice, video and/or data communications transmission system in the streets, alleys, roads, public ways and public places identified in said franchise.

(6)

Person is any person, firm, partnership, trust, joint stock company, association, corporation, company, governmental entity or organization of any kind.

(7)

Gross receipts means all revenues (exclusive of sales tax remitted by grantee to the State of Georgia) collected by grantee from operation of grantee's fiber optic network installed pursuant to the franchise and any related services provided by the grantee within the corporate limits of the city including but not limited to:

All telecommunications services revenues charged on a flat rate basis;

All telecommunications services charged on a usage sensitive or mileage basis;

All revenues from installation service charges;

All revenues from connection or disconnection fees;

All revenues from penalties or charges to customers for checks returned from banks;

All revenues from equipment sold or rented to customer upon customer premises;

All revenue from local service;

All revenues from authorized rental of conduit space;

All revenues from charges for access to local and long distance networks;

All revenues from authorized rentals of any portion of grantee's network, including plant, facilities, or capacity leased to others;

All other revenues collected from grantee's business pursued within the city;

Recoveries of bad debts previously written off and revenues from the sale or assignment of bad debts, but excluding unrecovered bad debts charged off after diligent, unsuccessful efforts to collect;

All revenues from enhanced data service;

All interconnect revenues from interexchange carriers;

All revenue derived from co-location connection fees; and

All revenues from subsidiary companies derived from use of grantee's network.

(8)

Fiber optic network or network shall mean the grantee's system of cables, wires, lines, towers, wave guides, optic fiber, microwave, laser beams, and any associated converters, equipment, or facilities designed and constructed for the purpose of producing, receiving, amplifying, or distributing, by audio, video, or other forms of electronic signals to or from subscribers or locations within the city. No portion of the network shall constitute all or any portion of a cable television system except with the prior written consent of the city.

(9)

Rights-of-way shall mean all present and future streets within the corporate limits of the city.

(10)

Street shall mean the entire width between the boundary lines of every highway, alley, street, avenue, public place or square, bridge, viaduct, tunnel, and causeway in the city, dedicated or devoted to public use.

Section 2. Consideration.

The grant of the right, privilege and franchise under this ordinance has been determined to be in the best interests of the citizens of the City of Columbus and shall be in accordance with the terms and conditions set forth herein. The grantee shall annually pay to the City of Columbus a fee of five percent of gross receipt as defined in this agreement. This fee shall not be in lieu of any other municipal fees or taxes other than the occupation tax. The franchise fee shall be paid to the finance department. Said fee shall be paid quarterly and shall be due within 30 days of the end of each March, June, September and December. Within 60 days of the end of each December the grantee shall also file a notarized statement executed by the grantee's independent certified public accountant, which shall certify the calculation of the gross receipts, uncollectible accounts and the franchise fee for the fiscal year. Said franchise payment and statement shall be considered delinquent if not paid within 30 days of the due date as specified herein and shall be subject to penalty at a rate of one and one-half percent per calendar month or any portion thereof in which the payments remain delinquent.

As further consideration of this franchise, the grantee agrees to irrevocably dedicate to the City of Columbus, at no charge, four dark fibers in the grantee's fiber optic network for the city's internal communications, provided, however, that such fibers shall not be used by the city for commercial resale on a for-profit basis.

Section 3. Grant of Authority and Term.

(a)

Grant of authority.

(1)

There is hereby granted, subject to the city's prompt receipt of monetary and services compensation, to grantee the nonexclusive right and privilege to have, acquire, construct, expand, reconstruct, maintain, use and operate in, along, across, on, over, through, above and under the public streets of the city a fiber optics network which shall be limited to audio, video, data, voice and signalling communications services.

(2)

Grantee shall not provide services directly regulated by the Georgia Public Service Commission (the "PSC") under Georgia statutes unless authorized by the PSC. Grantee shall not provide cable services or operate a cable system as defined in the Cable Television Consumer Protection and Competition Act of 1992 (47 U.S.C.A. Section 521, et seq., as amended) or as recognized by the Federal Communications Commission (the "FCC") without first obtaining a separate cable franchise from the city and shall not allow the use of the network by a cable system that has not been granted a franchise by the city. Grantee shall not provide video dial tone or personal communications service (PCS) without first obtaining a separate franchise from the city.

(3)

This ordinance is granted to grantee solely for the purpose of directly serving its end-user customers and interexchange carriers.

(4)

This ordinance does not require grantee to provide ubiquitous service throughout the entire city as a public service provider. Grantee shall provide service only on authorized routes.

(5)

Nothing herein contained shall ever be held or construed to confer upon grantee, its successors and assigns, exclusive rights or privileges of any nature whatsoever.

(b)

Term. This franchise is granted for an initial period of 15 years from and after the date this ordinance is accepted by grantee, as provided in Section 8 hereof. This franchise may be extended beyond such initial term upon application to the city by grantee in accordance with any then-applicable federal, state, and/or local laws.

Section 4. Conditions of Use.

(a)

Prior to beginning any work in the rights-of-way, the grantee shall obtain from the department of engineering a street cut permit, as well as any other permits or licenses which may be required by the City of Columbus or the State of Georgia for the construction and operation of a fiber optic network. Said construction shall be accomplished under the supervision and direction of the city manager of the City of Columbus, or such officers or employees as the city manager may designate. The grantee shall not unnecessarily obstruct or impair traffic upon the streets, road and other public ways of the City of Columbus. Upon making an opening in any public way, street, sidewalk or road as authorized by this franchise for the purpose of laying, constructing, repairing and/or maintaining said fiber optic network and any related facilities or equipment, the grantee shall, without unnecessary delay, replace and restore same to its former condition as nearly as possible, and in full compliance with the provisions of the city's street cut policy and any other provisions of the City Code of the City of Columbus. The grantee shall re-sod disturbed grassed areas and replace all excavated areas to their original or better condition in order to minimize the disruption of public property.

(b)

The grantee shall provide safe passageway for pedestrians and vehicles through, in and around the work site areas. Work shall be performed at night, if requested by the city, so as not to impede regular business traffic. The grantee shall use directional boring in all areas where possible unless otherwise required or approved by the city. The grantee shall meet all city and state requirements for traffic control and notify the city at least 24 hours prior to the commencement of work or accessing of the city conduit, except in cases of emergency.

(c)

The grantee shall file with the city engineer true and correct maps or plats of all existing and proposed installations and the types of equipment and facilities installed or constructed, properly identified and described as to the type of equipment and facility by appropriate symbols and marks and which shall include annotations of all public ways, street, road and conduits where the work is to be undertaken. Maps shall be drawn in a scale which shall allow proper review and interpretation and will be filed no less than ten working days before any installation of said cable or equipment or facilities.

(d)

If, at any time during the period of this franchise, the city shall lawfully elect to vacate, relocate, abandon, alter, reconstruct or change the grade of any street, sidewalk, alley or other public way to include drainage and utility areas, the grantee, upon reasonable notice by the city, shall remove, re-lay and relocate its poles, wires, cables, underground conduits, manholes and other fixtures at its own expense. Should grantee refuse or fail to remove its equipment or plant as provided for herein within 45 days after written notifications the City of Columbus shall have the right to do such work or cause it to be done and the full cost thereof shall be chargeable to the grantee, or in the alternative to consider such failure by the grantee to remove its equipment or plant as abandonment of all ownership rights in said property.

(e)

Grantee shall maintain an office within the city. Grantee shall always keep and maintain city-specific books, records, contracts, accounts, documents and papers or its operation in this office. Additionally, all maps, plats, records, inventories and books of the grantee, insofar as they show values and location of existing property, shall be kept and maintained in this office and preserved for use, if necessary, in connection with any future valuation of the property of the grantee. In lieu of physical custody of the foregoing records in grantee's Columbus office, grantee may hold the records in a corporate office located elsewhere, provided that any and all records which may be requested by employees or agents of the city shall be delivered to grantee's Columbus office and made available to the requestor within five business days from the date requested. For the purposes of this section, the date requested shall be the date a written request is delivered to the grantee's Columbus office, and unaltered photocopies of requested documents may be delivered in lieu of original records.

(f)

Grantee shall keep the city fully informed as to all matters in connection with or affecting the construction, reconstruction, removal, maintenance, operation and repair of grantee's network, grantee's accounting methods and procedures in connection therewith, and the recording and reporting by grantee of all revenues and uncollectible accounts.

(g)

Grantee shall keep complete and accurate books of accounts and records of its business and operations pursuant to this franchise ordinance in accordance with generally accepted accounting principles, subject to approval by the city. If required by the FCC, grantee shall use the system of accounts and the forms of books, accounts, records, and memoranda prescribed by the FCC in 47 CFR Part 32 of its successor and as may be further described herein. The city may require the keeping of additional records or accounts which are reasonably necessary for purposes of identifying, accounting for and reporting gross receipts and uncollectible accounts for purposes of Section 2, Consideration. Grantee shall keep its books of accounts and records in such a way that breakdowns of revenues are available by type of service within the city.

(h)

Grantee shall report to the city such other information relating to the grantee as the city may consider useful and shall comply with the city's determination of forms for reports, the time for reports, the frequency with which any reports are to be made, and if reports are to be made under oath.

(i)

Grantee shall provide the city with access at reasonable times and for reasonable purposes, to examine, audit, review, and/or obtain copies of the papers, books, accounts, documents, maps, plans and other records of grantee pertaining to this franchise ordinance. Grantee shall fully cooperate in making available its records and otherwise assisting in these activities.

(j)

The city may, at any time, make inquiries pertaining to grantee's operation of its network within the city. Grantee shall respond to such inquiries on a timely basis.

(k)

Grantee shall, upon request, provide the city with copies of notices of all petitions, applications, communications and reports submitted by grantee to the FCC, Securities and Exchange Commissions and the PSC, or their successor agencies, relating to any matters affecting the use of city streets and rights-of-way and/or the telecommunications operations authorized pursuant to this franchise ordinance.

Section 5. Safety Requirements.

(a)

The grantee shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public.

(b)

The grantee shall install and maintain its network in accordance with the requirements of the building code and applicable regulations of the City of Columbus and the statutes and regulations of appropriate federal and state agencies, including but not limited to the Federal Communications Commission and the Corps of Engineers, which may now be in effect or enacted in and in such manner that they will not interfere with any installations of the city or of a public utility serving the city.

(c)

The grantee's network, whichever situated, or located, shall at all times be kept and maintained in a safe, suitable, substantial condition and in good order and repair.

Section 6. Liability and Indemnification.

(a)

By acceptance of this franchise and right, grantee agrees that it shall indemnify, protect and hold harmless the City of Columbus and its officers, agents and employees from any and all claims whatsoever, from liabilities, losses, costs, judgments, penalties, damages and expenses, including attorneys' fees, arising out of the installation, operation or maintenance by the grantee of the grantee's fiber optic network, or the failure to perform any of the obligations of this franchise and right, including but not limited to claims for injury or death to any person or persons, or damages to any property, as may be incurred by or asserted against the city, its officers, agents or employees, directly or indirectly, by reason of the installation, operation or maintenance by the grantee of the grantee's fiber optic network within the City of Columbus.

(b)

The grantee shall pay, and, by acceptance of this franchise, the grantee specifically agrees that it will pay all damages and penalties which the city may legally be required to pay as a result of granting this franchise. These damages or penalties shall include, but not be limited to, damages arising out of copyright infringements and all other damages arising from the installation, operation or maintenance of the fiber optic network authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise, and the city shall not be responsible in any manner for any damage to the fiber optic network of the grantee which may be caused by the city's employees or other persons regardless of the cause of damage.

(c)

The grantee shall pay, and by its acceptance of this franchise, specifically agrees that it will pay all expenses incurred by the city in defending itself with regard to all damages and penalties mentioned in subsection (b) above. These expenses shall include all out-of-pocket expenses, such as attorneys fees, and shall also include the reasonable value of any services rendered by the city attorney or his assistants or any employees of the city.

(d)

The grantee shall maintain, and by its acceptance of this franchise, specifically agrees that it will provide throughout the term of this franchise, workmans' compensation insurance and liability insurance with regard to all damages mentioned in subsections (a) and (b) above in the minimum amounts of:

General liability insurance—Public liability including premises, products and complete operations.

Bodily injury liability—$500,000.00 each person, $1,000,000.00 each occurrence;

Property damage liability—$1,000,000.00 each occurrence;

Or, in lieu of (1) and (2) above, bodily injury and property damage combined—$1,000,000.00 singe limit.

Comprehensive—Automobile liability insurance including owned, non-owned and hired vehicles.

Bodily injury liability—$500,000.00 each person, $1,000,000.00 each occurrence;

Property damage liability—$1,000,000.00 each occurrence;

Or, in lieu of (1) and (2) above, bodily injury and property damage combined—$1,000,000.00 singe limit.

(e)

Grantee agrees that with respect to the above required insurance contracts will contain the following required provisions:

The city and its officers, agents, employees, board members and elected representatives shall be named as additional insureds (as the interests of each may appear) as to all applicable coverage;

Contracts shall provide for 30 days' notices to the city prior to cancellation, revocation, nonrenewal or material change; and

Notice required by this section shall be delivered to the person specified in Section 12 herein by certified mail.

The amount and conditions of liability and comprehensive insurance may be increased upon 60 days written notice by the city should the protection afforded by this insurance be deemed by the city to be insufficient for the risk created by this franchise. At no time, however, will the amount of required liability and comprehensive insurance exceed that which is customarily required of other franchises or contractors of services for similar situations or risk. Grantee shall furnish a certificate in accordance with paragraph (e) below as proof of insurance.

(e)[f] The insurance certificate obtained by the grantee in compliance with this section must be approved by the city and shall contain a provision requiring not less than 30 days notice to the city prior to cancellation.

Section 7. City Rights in Franchise.

(a)

The grantee shall construct, maintain and operate said fiber optic network in such locations and/or at such depths below the grades of said streets as may be validly required by the City of Columbus, and will at all times comply with all reasonable requirements, regulations, laws and ordinances now in force, and which may hereafter be adopted by said City of Columbus, and be applicable to the construction, repair or maintenance of said fiber optic network or use of city-owned conduit. Failure of the grantee to comply with the terms of this franchise or failure to pay the franchise fees prescribed by this agreement shall be cause for the city to terminate this franchise. The city also reserves the right to terminate and cancel this franchise and all rights and privileges of the grantee hereunder in the event that the grantee:

Violates any rule, order or determination of the mayor or city council made pursuant to this franchise, except where such violation is without fault or through excusable neglect;

Becomes insolvent, unable or unwilling to pay its legal debts, or is adjudged a bankrupt;

Attempts to evade any of the provisions of this franchise;

Practices any fraud or deceit upon the city;

Fails to begin construction of its system within 180 days from the date this franchise ordinance is adopted.

(b)

The city's right to terminate this franchise may be exercised only after written notice of default and a 30-day period for grantee to cure such default. The right is hereby reserved to the city to adopt, in addition to the provisions contained herein and in existing applicable ordinances, such additional regulations of general application to all similarly situated franchises as it shall find necessary in the exercise of its police power; provided, that such regulations, by ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted.

Section 8. Acceptance.

This franchise and the rights, privileges and authority hereby granted, shall take effect and be in force from and after final enactment, provided that within 60 days after the date of the passage of this ordinance and prior to the commencement of any construction or the laying of any cable, the grantee shall file with the person specified in Section 12 herein its unconditional acceptance of this franchise and promise to comply with and abide by all its provisions, terms and conditions. Such acceptance and promise shall be in writing, duly executed and sworn to, by or on behalf of the grantee before a notary public or other officer and accompanied by an insurance certificate as specified in Section 6 unless these documents or evidence thereof have been previously filed with the office of the city clerk.

Section 9. Transfer of Title.

(a)

The grantee shall not transfer this franchise to another person without prior approval of the city by resolution, provided, however, that grantee may transfer this franchise without city approval to an affiliate or subsidiary owned more than 51 percent by the grantee or by grantee's parent company, Kamine Multimedia Corp. Moreover, this provision shall not be constructed as requiring city approval of secured financing arrangements.

(b)

The grantee, without the consent of the city (which shall not be unreasonably withheld), shall not lease or sell any of the rights-of-way, network, plant, facilities or conduit space it uses in connection with its network to any person or entity.

Section 10. Ordinance Repealed.

All ordinances or parts of ordinances in conflict with the provisions of this ordinance are hereby repealed.

Section 11. Separability.

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

Section 12. Notice.

For the purpose of giving notice as provided for in this ordinance, the grantee's address is declared to be:

G. Scott Brodey
Chief Operating Officer
KMC Southeast Corp.
994 Explorer Boulevard
Huntsville, AL 35806

The City's address shall be:
City Manager
Columbus Consolidated Government
P.O. Box 1340
Columbus, GA 31902

Unless the city is notified in writing to the contrary, the placing of notices in the United States mail addressed to the grantee as set forth above shall constitute compliance with the provisions of this section.

Section 13. Adoption.

By the adoption of this ordinance, the city council of the City of Columbus hereby expressly authorizes the mayor of the City of Columbus to proceed with the implementation of this franchise and to enforce the provisions contained herein.

Introduced at the regular meeting of the Council of Columbus, Georgia, held on the 24th day of October 1995, introduced a second time at the regular meeting held on the 31st day of October 1995, and adopted at said meeting by the affirmative vote of nine members of said council.

AMERICAN COMMUNICATION SERVICES OF COLUMBUS, INC.

ORDINANCE NO. 95-106

An ordinance granting a franchise to American Communication Services of Columbus, Inc., a corporation, its successors and assigns, to lay, maintain and operate a fiber optic transmission cable for the transmission of telephonic data and other electronic messages in, on, and/or across public places or ways and prescribing conditions and limitations.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLUMBUS, GEORGIA, AS FOLLOWS:

Section 1. Definitions.

(1)

Anniversary date shall mean the date on which this franchise is accepted by the grantee.

(2)

City is the City of Columbus.

(3)

Dark fiber means unused fiber through which no light is transmitted, or installed fiber optic cable not carrying a signal.

(4)

Grantee is American Communication Services of Columbus, Inc., or anyone who succeeds American Communication Services of Columbus, Inc., in accordance with the provisions of this franchise.

(5)

(6)

Person is any person, firm, partnership, trust, joint stock company, association, corporation, company, governmental entity or organization of any kind.

(7)

All telecommunications service revenues charged on a flat rate basis;

All telecommunications services charged on a usage sensitive or mileage basis;

All revenues from installation service charges;

All revenues from connection or disconnection fees;

All revenues from penalties or charges to customers for checks returned from banks;

All revenues from equipment sold or rented to customer upon customer premises;

All revenue from local service;

All revenues from authorized rental of conduit space;

All revenues from charges for access to local and long distance networks;

All revenues from authorized rentals of any portion of grantee's network, including plant, facilities, or capacity leased to others;

All other revenues collected from grantee's business pursued within the city;

Recoveries of bad debts previously written off and revenues from the sale or assignment of bad debts, but excluding unrecovered bad debts charged off after diligent, unsuccessful efforts to collect;

All revenues from enhanced data service;

All interconnect revenues from interexchange carriers;

All revenue derived from co-location connection fees; and

All revenues from subsidiary companies derived from use of grantee's network.

(8)

Fiber optic network or network shall mean the grantee's system of cables, wires, lines, towers, wave guides, optic fiber, microwave, laser beams, and any associated converters, equipment, or facilities designed and constructed for the purpose of producing, receiving, amplifying or distributing, by audio, video, or other forms of electronic signals to or from subscribers or locations within the city. No portion of the network shall constitute all or any portion of a cable television system except with the prior consent of the city.

(9)

Rights-of-way shall mean all present and future streets within the corporate limits of the city.

(10)

Section 2. Consideration.

The grant of the right, privilege and franchise under this ordinance has been determined to be in the best interests of the citizens of the City of Columbus and shall be in accordance with the terms and conditions set forth herein. The grantee shall annually pay to the City of Columbus a fee of five percent of gross receipts as defined in this agreement. This fee shall not be in lieu of any other municipal fees or taxes other than the occupation tax. The franchise fee shall be paid to the finance department. Said fee shall be paid quarterly and shall be due within 30 days of the end of each March, June, September and December. Within 60 days of the end of each June the grantee shall also file a notarized statement executed by the grantee's independent certified public account, which shall certify the calculation of the gross receipts, uncollectible accounts and the franchise fee for the fiscal year. Said franchise payment and statement shall be considered delinquent if not made within 30 days of the due date as specified herein and shall be subject to penalty at a rate of one and one-half percent per calendar month or any portion thereof in which the payments remain delinquent.

As further consideration for this franchise, the grantee agrees to irrevocably dedicate to the City of Columbus, at no charge, four dark fibers in the grantee's fiber optic network for the city's internal communications, provided, however, that such fibers shall not be used by the city for commercial resale on a for-profit basis.

Section 3. Grant of Authority and Term.

(a)

Grant of authority.

(1)

(2)

(3)

This ordinance is granted to grantee solely for the purpose of directly serving its end-user customers and interexchange carriers.

(4)

This ordinance does not require grantee to provide ubiquitous service throughout the entire city as a public service provider. Grantee shall provide service only on authorized routes.

(5)

Nothing herein contained shall ever be held or construed to confer upon grantee, its successors and assigns, exclusive rights or privileges of any nature whatsoever.

(b)

Section 4. Conditions of use.

(a)

(b)

(c)

The grantee shall file with the city engineer true and correct maps or plats of all existing and proposed installations and the types of equipment and facilities installed or constructed, properly identified and described as to the type of equipment and facility by appropriate symbols and marks and which shall include annotations of all public ways, streets, road and conduits where the work is to be undertaken. Maps shall be drawn in a scale which shall allow proper review and interpretation and will be filed no less than ten working days before any installation of said cable or equipment or facilities.

(d)

(e)

Grantee shall maintain an office within the city. Grantee shall always keep and maintain city-specific books, records, contracts, accounts, documents and papers for its operation in this office. Additionally, all maps, plats, records, inventories and books of the grantee, insofar as they show values and location of existing property, shall be kept and maintained in this office and preserved for use, if necessary, in connection with any future valuation of the property of the grantee. In lieu of physical custody of the foregoing records in grantee's Columbus office, grantee may hold the records in a corporate office located elsewhere, provided that any and all records which may be requested by employees or agents of the city shall be delivered to grantee's Columbus office and made available to the requestor within five business days from the date requested. For the purposes of this section, the date requested shall be the date a written request is delivered to the grantee's Columbus office, and unaltered copies of requested original documents may be delivered in lieu of original records.

(f)

(g)

(h)

(i)

(j)

The city may, at any time, make inquiries pertaining to grantee's operation of its network within the city. Grantee shall respond to such inquiries on a timely basis.

(k)

Section 5. Safety Requirements.

(a)

(b)

(c)

The grantee's network, wherever situated, or located, shall at all times be kept and maintained in a safe, suitable, substantial condition and in good order and repair.

Section 6. Liability and Indemnification.

(a)

(b)

(c)

(d)

The grantee shall maintain, and by its acceptance of this franchise, specifically agrees that it will provide throughout the term of this franchise, workmens' compensation insurance and liability insurance with regard to all damages mentioned in subsections (a) and (b) above in the minimum amounts of:

General liability insurance-Public liability including premises, products and complete operations.

Bodily injury liability—$500,000.00 each person, $1,000,000.00 each occurrence;

Property damage liability—$1,000,000.00 each occurrence;

Or, in lieu of (1) and (2) above, bodily injury and property damage combined—$1,000,000.00 single limit.

Comprehensive—Automobile Liability Insurance including owned, non-owned and hired vehicles.

Bodily injury liability—$500,000.00 each person, $1,000,000.00 each occurrence;

Property damage liability—$1,000,000.00 each occurrence;

Or, in lieu of (1) and (2) above, bodily injury and property damage combined—$1,000,000.00 single limit.

(e)

Grantee agrees that with respect to the above required insurance contracts will contain the following required provisions:

The city and its officers, agents, employees, board members and elected representatives shall be named as additional insureds (as the interests of each may appear), as to all applicable coverage;

Contracts shall provide for 30 days' notices to the city prior to cancellation, revocation, non-renewal or material change; and

Notice required by this section shall be delivered to the person specified in Section 12 herein by certified mail.

The amount and conditions of liability and comprehensive insurance may be increased upon 60 days' written notice by the city should the protection afforded by this insurance be deemed by the city to be insufficient for the risk created by this franchise. At no time, however, will the amount of required liability and comprehensive insurance exceed that which is customarily required of other franchises or contractors of services for similar situations of risk. Grantee shall furnish a certificate in accordance with paragraph (e) below as proof of insurance.

(e)

The insurance certificate obtained by the grantee in compliance with this section must be approved by the city and shall contain a provision requiring not less than 30 days notice to the city prior to cancellation.

Section 7. City Rights in Franchise.

(a)

Violates any rule, order or determination of the mayor or city council made pursuant to this franchise, except where such violation is without fault or through excusable neglect;

Becomes insolvent, unable or unwilling to pay its legal debts, or is adjudged a bankrupt;

Attempts to evade any of the provisions of this franchise;

Practices any fraud or deceit upon the city;

Fails to begin construction of its system within 180 days from the date this franchise ordinance is adopted.

(b)

Section 8. Acceptance.

Section 9. Transfer of Title.

(a)

The grantee shall not transfer this franchise to another person without prior approval of the city by resolution, provided, however, that grantee may transfer this franchise without city approval to an affiliate or subsidiary owned more than 51 percent by the grantee or by grantee's parent company, American Communication Services, Inc. Moreover, this provision shall not be construed as requiring city approval of secured financing arrangements.

(b)

The grantee, without the consent of the city (which shall not be unreasonably withheld), shall not lease or sell any of the rights-of-way, network, plant facilities or conduit space it uses in connection with its network to any person or entity.

Section 10. Ordinance Repealed.

All ordinances or parts of ordinances in conflict with the provisions of this ordinance are hereby repealed.

Section 11. Separability.

Section 12. Notice.

For the purpose of giving notice as provided for in this ordinance, the grantee's address is declared to be:

Ms. Riley Murphy
Executive Vice President/General Counsel
American Communication Services, Inc.
131 National Business Parkway, Suite 100
Annapolis Junction, Maryland 20701
Phone: (301) 617-4215
Facsimile (301) 617-4277

The city's address shall be:

City Manager
Columbus Consolidated Government
P.O. Box 1340
Columbus, GA 31902

Section 13. Adoption.

KNOLOGY OF COLUMBUS, INC.

ORDINANCE NO. 99-16

An ordinance granting to KNOLOGY of Columbus, Inc. A corporation duly organized and validly existing under the laws of the State of Delaware, whose principal place of business is located at Post Office Box 510, 1241 O.G. Skinner Drive, West Point, Georgia 31833 a nonexclusive franchise to occupy and use the streets within the franchise area in order to construct, operate, maintain, upgrade repair and remove the system to provide cable service through the system for a period of ten years and for other purposes.

THE COUNCIL OF COLUMBUS, GEORGIA HEREBY ORDAINS AS FOLLOWS:

This AGREEMENT, executed as of the 16th of March, 1999 (the "Effective Date"), by and between Columbus Consolidated Government (hereinafter referred to as the "Franchising Authority"), and KNOLOGY of Columbus, Inc. (hereinafter referred to as the "Company"). For purposes of this Agreement, unless otherwise defined in this Agreement the capitalized terms, phrases, words, and their derivations shall have the meanings set forth in Appendix A.

WITNESSETH: In consideration of the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant and agree as follows:

Section 1. Grant of Authority.

1.1 Grant of Franchise. The franchising authority hereby grants under the Cable Act a nonexclusive franchise (the "franchise") to occupy and use the streets within the franchise area in order to construct, operate, maintain, upgrade, repair and remove the system to provide services through the system, subject to the terms and conditions of this agreement. The franchise only authorizes the company to provide cable service and does not authorize any other services the company shall obtain a separate franchise or other authorization required by the franchising authority to provide services other than cable services in the franchise area, through the communications system or otherwise, to the extent such franchise or authorization is required pursuant to applicable federal, state or local law, regulation or ordinance. Nor shall such franchise be construed to authorize the license or lease to any person or entity of the right to occupy or use the public rights-of-way for the conduct of any private business unless such person or entity has obtained a franchise or right-of-way agreement from the city for such use.

The company and franchising authority agree that the federal law at the time of the effective date of this agreement was unclear as to whether Internet service is a cable service under Title VI of the Cable Act or is otherwise subject to regulation pursuant to Title VI. For purposes of this agreement, the parties agree that Internet service shall be deemed a cable service, provided, however, that if subsequent to the effective date of this agreement, a court or a regulatory authority of competent jurisdiction or a federal law or regulation concludes that Internet service is not a cable service and is not otherwise subject to Title VI of the Cable Act, such service shall at such time no longer be considered a cable service under this agreement and shall not be subject to a franchise fee pursuant to this agreement. Notwithstanding the foregoing, in the event Internet service is determined after the effective date to not be a cable service under Title VI of the Cable Act and not otherwise subject to Title VI, nothing herein shall be deemed as a waiver by the franchising authority of any right to require the company to obtain authorization to provide Internet service or otherwise regulate Internet service, or to collect a franchise fee or other fee on such service, to the extent permitted by applicable law or regulation.

1.1.1 Certain Actions by the Company Before Execution. Prior to the execution of this agreement, the company has satisfied certain conditions prior to the franchising authority's granting of the renewal of this agreement by delivering to the franchising authority the following: (a) evidence that it has deposited with the clerk of the city a performance bond in the amount of $100,000.00 which shall serve as security for the faithful performance of all terms, conditions and obligations under this agreement and for the purposes of recovering any costs, losses, or damages incurred by the city as a result of the company's failure to perform its obligations pursuant to this agreement (b) evidence that the company has remitted to the franchising authority the amount of $17,600.00 to reimburse the franchising authority in part for the franchise authority's expense incurred in conducting the franchise renewal process; (c) a certificate of liability insurance pursuant to section 10 of this agreement.

1.2 Term of Franchise. The franchise shall commence upon the effective date and shall expire on the tenth anniversary of that date unless the franchise is renewed or the franchise is sooner terminated pursuant to this agreement by the revocation of the franchise as provided in section 9. Upon termination of the franchise, all rights of the company in the franchise shall cease, and the rights of the franchising authority and the company to the system, or any part thereof, shall be determined as provided in section 9.

1.3 Renewal. Subject to section 626 of the Cable Act (47 U.S.C. § 546) and such terms and conditions as may be established by the franchising authority, the franchising authority reserves the right to grant or deny renewal of the franchise.

1.4 Reservation of Authority. Nothing in this Agreement shall (i) abrogate the right of the franchising authority to perform any public works or public improvements of any description, (ii) be construed as a waiver of any codes or ordinances of the franchising authority or of the franchising authority's right to require the company or any person utilizing the system to secure the appropriate permits or authorizations for such use, or (iii) be construed as a waiver or release of the rights of the franchising authority in and to the streets. In the event that all or part of the streets within the franchise area are eliminated, discontinued and closed, the franchise shall cease with respect to such streets upon the effective date of the final action of the franchising authority with respect thereto.

Section 2. The System.

2.1 The System and Its Operations.

2.1.1 General Obligation. The company shall construct, operate, maintain, and upgrade the system as provided in this agreement. Without limiting the foregoing, the system shall have, throughout the term of this agreement, at least 68 activated downstream video channels on the subscriber network and the other characteristics set forth in Appendix B.

2.1.2 Testing Procedures; Technical Performance. Throughout the term of this agreement, the company shall operate and maintain the system in accordance with the testing procedures and the technical performance standards of the FCC in effect from time to time.

2.1.3 Emergency Override. Throughout the term of the franchise, the system shall be installed and operated with an emergency alert system in compliance with the rules of the Federal Communications Commission, provided, however, that, notwithstanding any such FCC regulations, the system shall be configured such that, in the event of a local emergency, as reasonably determined by the franchising authority, the franchising authority shall be able to interrupt, to the extent not prohibited by FCC regulations, audio and video signals distributed over the system for the delivery of appropriate signals necessitated by such emergency. Interruption for the purpose of local emergency override of the cable signal shall constitute an emergency notification tone and a character generated "crawl" across the screen detailing the emergency. The emergency override system will be operated in accordance with rules and regulations issued by the franchising authority as permitted by applicable law.

2.2 Requirements With Respect to Work on the System.

2.2.1 General Requirements. The company shall comply with the terms set forth in Appendix C in connection with all work involved in the construction, operation, maintenance, repair, upgrade, and removal of the system, in addition to any other requirements or procedures reasonably specified by the franchising authority. All work involved in the construction, operation, maintenance, repair, upgrade, and removal of the system shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. If, at any time, it is determined by the franchising authority or any other agency or authority of competent jurisdiction that any part of the system, including, without limitation, any means used to distribute signals over or within the system, is harmful to the health or safety of any person, then the company shall, at its own cost and expense, promptly correct all such conditions.*

2.2.2 No Liability to Company or Affiliated Persons. Neither the franchising authority nor its officers, employees, agents, attorneys, consultants or independent contractors shall have any liability to the company or any affiliated person for any liability as a result of or in connection with the protection, breaking through, movement, removal, alteration, or relocation of any part of the system by or on behalf of the company or the franchising authority in connection with any emergency, public work, public improvement, alteration of any municipal structure, any change in the grade or line of any street, or the elimination, discontinuation, and closing of any street, as provided in this agreement. The foregoing provision freeing the franchising authority from liability pursuant to this section shall not apply to damages caused by violation of Chapter 25-9 of the Official Code of Georgia Annotated, relating to notification prior to excavation near underground utilities, as now or hereafter amended.

2.2.3 Interconnection. Throughout the term of this agreement, the company shall construct, operate, maintain and upgrade the system such that it transmits and receives any PEG access channel signals and emergency alert signals to and from any other communications system in the franchise area. The interconnect shall be designed and built such that the transmission of signals between the company's system and another communications system does not result in any significant deterioration in the signal quality. The company shall initiate negotiations with another system or systems in order that technical details can be resolved and that any joint and common costs of interconnection may be shared on an equitable basis. Nothing herein shall be interpreted to require the company to share an operator's cost of extending its communications system to the interconnection point, or to require an operator to share the company's cost of extending its system to such point.

Section 3. Service Obligations.

3.1 Service to All Persons. The parties acknowledge that the company is currently providing cable service in the franchise area. With respect to areas within the franchise area which are not being served by any communications system on the date hereof, the company shall make all services distributed over the system available to every dwelling unit within the franchise area reaching the minimum density of at least 25 dwelling units per mile. Service shall be offered to all new homes or previously unserved single dwellings located within 150 feet of company's feeder cable. Service to new subdivisions shall be offered when residences meet the above criteria or are 30 percent inhabited. The company may elect to offer services to areas not meeting the above standards.

3.2 Programming Services. The company shall offer to all subscribers a diversity of video programming services.

3.3 No Discrimination. Neither the company nor any affiliated person shall discriminate or permit discrimination between or among any persons in the availability of services. It shall be the right of all persons to receive continuously all available services insofar as their financial and other obligations to the company are satisfied.

3.4 Service to Governmental and Institutional Facilities. The company shall provide free connection and monthly basic service tier and cable programming service tiers, as that term is defined in the Cable Act, but not pay-per-view, pay-per-channel programming or the digital tier offered as of the effective date, to all occupied government buildings (one outlet) and any additional facilities opened during the franchise term, including the central office of the Muscogee County School District, provided said buildings are in an area served by the company's distribution system.

3.5 PEG Access.

3.5.1 PEG Access. In accordance with section 611 of the Cable Act (47 U.S.C. § 531), the company agrees to provide channel capacity to be designated for public, educational or governmental ("PEG") use and related equipment and facilities, services and/or financial support for the development and use of PEG access. The capacity and related equipment and facilities, services and financial support to be provided shall be determined in light of community needs and interests. The terms and conditions of such PEG access channels and related support as agreed upon between the franchising authority and the company shall be attached to this agreement in Appendix G.* In accordance with section 611 of the Cable Act (47 U.S.C. § 531), the Franchising Authority may require rules and procedures for the use of PEG capacity and shall prescribe rules and procedures to govern the Company's use of the PEG Channel capacity when it is not in use for PEG access purposes.

Section 4. Fees and Charges.

4.1 Rates, Fees and Charges To Be Set Forth in Appendix D. All rates, fees, charges, deposits and associated terms and conditions to be imposed by the company or any affiliated person for any service as of the effective date are set forth in Appendix D.* Before any new or modified rate, fee, charge, deposit or associated term or condition may be imposed, the company must submit to the franchising authority a revised Appendix D reflecting the modification, and notify affected subscribers (which may be by any means permitted under applicable law). Submission of a company rate card which reflects all current rates, fees, charges, deposits and associated terms and conditions will satisfy the requirements of this section.

4.2 Prohibition Against Discrimination in Fees and Charges. Except to the extent otherwise expressly permitted by applicable law (and after receiving the franchising authority's approval, to the extent such approval may be permitted under applicable law), neither the company nor any affiliated person shall discriminate or permit discrimination between or among any persons in the rates, terms and conditions for any service.

4.3 Parental Control Devices. Upon the request of a Subscriber, and in accordance with applicable law, the company shall, provide (by sale or lease) to each subscriber, a parental control device by which the subscriber can block completely the video and audio signals of a particular cable service during periods selected by that subscriber. The choice of such device shall be at the subscriber's election, to the extent permissible under applicable law, and shall be delivered in the shortest period permissible under applicable law after the subscriber's request.

4.4 Franchising Authority's Regulation of Fees and Charges. The franchising authority reserves the right to regulate the rates, fees, charges, deposits and associated terms and conditions for any service provided pursuant to this agreement to the fullest extent permitted by applicable law, including but not limited to FCC rules regarding effective competition of cable systems within the same franchise area, and the franchising authority may establish rules and regulations in connection therewith from time to time. In connection with such regulation, the franchising authority shall comply with FCC rules and provide the public with an opportunity to comment if such opportunity is consistent with FCC rules.

Section 5. Consumer Protection and Customer Service; Subscriber Bills; and Privacy Protection.

5.1 Customer Service and Consumer Protection Standards.

5.1.1 Company To Comply With Standards provided Under FCC Rules. The Company shall comply in all respects with the requirements set forth in Appendix E* and the customer service requirements established by the FCC pursuant to section 632(b) of the Cable Act (47 U.S.C.
§ 552(b)).

5.2 Subscriber Bills.

5.2.1 Bill Format Generally. Subscriber bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to subscribers, and in a way that (i) is not misleading, (ii) does not omit material information, and (iii) does not mischaracterize any information. The company may itemize costs on subscriber bills, to the extent permitted by section 622C of the Cable Act (47 U.S.C.§ 542(c)) and the FCC's rules thereunder.

5.3 Privacy Protection.

5.3.1 Company To Protect Privacy. The company shall comply with applicable law regarding the protection of privacy, including, without limitation, section 631 of the Cable Act (47 U.S.C.§ 551) and regulations adopted pursuant thereto.

5.3.2 Company To Provide Certain Information To Franchising Authority. The company shall cooperate with the franchising authority so as to ensure the franchising authority's ability to enforce the terms and conditions of this agreement to the maximum extent permitted by applicable law.

Section 6. Compensation and Other Payments.

6.1 Compensation to the Franchising Authority. As compensation for the franchise, the company shall pay, or cause to be paid, to the franchising authority the amounts set forth in this section 6.1.

6.1.1 Franchise Fees—Amount. The company shall pay to the franchising authority franchise fees in the maximum amount permitted by applicable law, but in no event for any 12-month period shall the franchise fee be less than an amount equal to five percent of gross revenue derived during such period from the operation of the system to provide cable services.

6.1.2 Franchise Fees—Payment. All such payments of franchise fees shall be made on a quarterly basis and shall be remitted simultaneously with the submission of the company's quarterly report required pursuant to section 6.1.3.

6.1.3 Company To Submit Franchise Fee Report. The company shall submit to the franchising authority a report, in the form provided in Appendix F, not later than 30 days after the last day of each March, June, September, and December throughout the term of this Agreement setting forth the Gross Revenue for the quarter ending on said last day.

6.1.4 Franchise Fee Payments Subject to Audit; Remedy for Underpayment. No acceptance of any franchise fee payment by the franchising authority shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount or a release of any claim that the franchising authority may have for further or additional sums payable under this agreement, and all amounts paid shall be subject to audit and recomputation by the franchising authority.

If, as a result of such audit or any other review, the franchising authority determines that the company has underpaid its fees in any 12-month period by ten percent or more, then, in addition to making full payment of the relevant obligation, the company shall reimburse the franchising authority for all of the reasonable costs associated with the audit or review, including all reasonable out-of-pocket costs for attorneys, accountants, and other consultants.

6.1.5 Franchise Fee Modification. Notwithstanding the foregoing section 6.1.1, in the event that the City, after the effective date, amends or renews any franchise fee provision in any franchise agreement or ordinance applicable to a person operating a cable system in the franchise area on the effective date such that (a) such person pays more or less than five percent of its gross revenues as franchise fees or (b) such person pays franchise fees based on a definition of gross revenue which is more or less favorable than the gross revenue definition under this agreement (collectively, "franchise fee formula"), and the city has not granted such person a more favorable franchise fee formula than the formula under this agreement in return for other compensation or in-kind benefits such that the franchise fee formula and such compensation or in-kind benefits collectively are, on balance, equivalent to the payments by the company under section 6.1.1, then, upon the request of either the Franchising authority or the company, the franchising authority and the company shall enter into good faith negotiations to, and shall modify, section 6.1.1 of this Agreement to impose a franchise fee on the company which is no more or less favorable than the franchise fee formula.

6.2 Payments Not To Be Set Off Against Taxes or Vice Versa. The parties agree that the compensation and other payments to be made pursuant to this section 6 and any other provision of this agreement are not a tax and are not in the nature of a tax and are in addition to any and all taxes of general applicability or other fees or charges (including any fees or charges which may be imposed on the company for the use of poles, conduits or similar facilities that may be owned or controlled by the franchising authority) which the company or any affiliated person shall be required to pay to the franchising authority.

6.3 Interest on Late Payments. If any payment required by this agreement is not actually received by the franchising authority on or before the applicable date fixed in this agreement or by the franchising authority, the company shall pay interest thereon, from the due date to the date paid at a rate of one percent per month, compounded daily, for the period of delinquency.

6.4 Continuing Obligation. In the event the company continues to operate all or any part of the system after the term of this agreement, then the company shall continue to comply with all applicable provisions of this agreement, including, without limitation, all compensation and other payment provisions of this agreement, throughout the period of such continued operation, provided that any such continued operation shall in no way be construed as a renewal or other extension of this agreement or the franchise.

Section 7. Oversight and Regulation.

7.1 Franchising Authority's Right of Oversight. The franchising authority shall have the right to oversee, regulate, and periodically inspect the construction, operation, maintenance and upgrade of the system, and all parts thereof, in accordance with the provisions of this agreement and applicable law, including the franchising authority's police power.

7.2 Reports. At the request of the franchising authority, the company shall promptly submit to the franchising authority such information as the franchising authority may request regarding the company, its compliance with any term or condition of this agreement, with respect to the system or its operation, any service distributed over the system, or any activity or function associated with the production or distribution of any service over the system.

7.3 Company To Maintain Books, Records and Files.

7.3.1 Books and Records. Throughout the term of the agreement, the company shall maintain in the franchise area, or make available in the franchise area within 30 business days, complete and accurate books of account and records regarding the company's ownership and operation of the system and the provision of services over the system, in a manner reasonably acceptable to the franchising authority, including without limitation, books of account and records adequate to enable the company to demonstrate that it is, and throughout the term of this agreement has been, in compliance with this agreement. All such documents pertaining to financial matters which may be the subject of an audit by the franchising authority shall be retained by the company for a minimum of two years following termination of this agreement.

7.3.2 File for Public Inspection. Throughout the term of this agreement, the company shall maintain, in a file available for public inspection during normal business hours, in the franchise area, those documents required pursuant to the FCC's rules and regulations.

7.3.3 Performance Evaluation. Upon the franchising authority's request, but not prior to two years after the effective date and not more frequently than every two years, the company shall prepare a status presentation, to provide information to the franchising authority regarding system performance, customer service satisfaction, and future system and programming planning. If on evaluating the status presentation contents, the franchising authority determines that additional information is needed to complete the evaluation, the company shall provide additional relevant data.

Should the franchise authority determine that, based on the presentation and additional information presented, if any, and expressed community concerns, that cable service or customer service do not meet the standards set forth in this agreement, then the franchising authority may administer the remedies as provided for in section 9 of this agreement.

7.4 Franchising Authority's Rights of Inspection and Audit.

7.4.1 Right of Inspection—General. Upon notice to the company, the franchising authority or its designated representatives, shall have the right to examine, in the franchise area, all books and records pertaining to the company's or any affiliated person's ownership or operation of the system or to the company's or affiliated person's provision of services over the system. Further, during normal business hours and upon notice to the company, the franchising authority or its designated representatives may inspect and examine any other aspect of the system, including facilities and equipment thereof.

7.4.2 Treatment of Proprietary Information. Access by the franchising authority to any of the documents, records or other information covered by this section shall not be denied by the company on grounds that such documents, records or information are alleged by the company to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of the company's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of the franchising authority. If the responsible franchising official concurs with the company's assertion regarding the proprietary nature of such information, the franchising authority will not disclose such information to any person, unless required by applicable law or order of governmental authority. If the responsible franchising official does not concur with such assertion, then the company may appeal such decision to the appropriate individuals or bodies within the franchising authority in accordance with applicable laws and procedures. If the franchising authority does not concur with the company's assertion, or if the company does not appeal, then the company shall promptly provide such documents, including the alleged proprietary portion thereof, to the franchising authority, provided that the company shall not be required to provide the proprietary portion thereof during the pendency of any court challenge to such provision.

7.4.3 Franchising Authority May Conduct Compliance Audit and Hearings. The franchising authority may conduct a full compliance audit and hold public hearings at any time during the term of the franchise, provided it gives the company written notice 10 days in advance of the commencement of such audits and associated hearings.

Section 8. Restrictions Against Assignments and Other Transfers.

8.1 Transfer of Franchise or Interest Therein. Neither the company nor any other person may transfer the franchise or any of the company's rights or obligations in or regarding the system or the franchise without the prior written consent of the franchising authority which consent shall not be unreasonably withheld nor unreasonably delayed. Notwithstanding the foregoing, the prior consent of the franchising authority shall not be required with respect to solely intra corporate reorganizations between or among entities wholly owned or wholly controlled by KNOLOGY Holdings, Inc., provided that KNOLOGY Holdings Inc., or such entity that acquires control agrees to be fully bound by the terms and conditions of this franchise agreement and that the change does not materially affect the management, day to day operations or financial condition of the company. The company shall notify the franchising authority in writing of any such transfer not requiring consent and provide justification as to why consent is not required at least 30 days prior to such transfer.

8.2 Transfer of Control. No change in control of the company, the system or the franchise shall occur after the effective date, by act of the company or any affiliated person, by act of any person holding control of the company, the system or the franchise, by operation of law, or otherwise, without the prior written consent of the franchising authority the franchising authority's consent shall not be unreasonably withheld nor unreasonably delayed. Notwithstanding the foregoing, the prior consent of the franchising authority shall not be required with respect to solely intra corporate reorganizations between or among entities wholly owned or wholly controlled by KNOLOGY Holdings, Inc., provided that KNOLOGY Holdings Inc., or such entity that acquires control agrees to be fully bound by the terms and conditions of this franchise agreement and that the change does not materially affect the management, day to day operations or financial condition of the company. The company shall notify the franchising authority in writing of any such transfer not requiring consent and provide justification as to why consent is not required at least 30 days prior to such transfer.

8.3 Procedures. Any request for approval shall be handled by the franchising authority in accordance with its customary rules and procedures. Consistent with section 617 of the Cable Act and with regulations of the FCC, in connection with any request for approval, the franchisee shall submit to the franchising authority a completed FCC Form 394, Application For Franchising Authority Consent to Assignment or Transfer of Control of Cable Television Franchise and such other evidence of the proposed transferee's legal, technical and financial qualifications as may be in accordance with the regulations of the FCC and such other information as the franchising authority may reasonably request. A franchising authority shall have 120 days to act upon any request for approval of such sale or transfer that contains or is accompanied by such information as is required in accordance with FCC regulations and any other information as the franchising authority may reasonably request.

8.4 Financing. Notwithstanding the foregoing, the company may make, execute or enter into any collateral assignment with a financial institution for the purpose of creating and perfecting a security interest in its right, title and interest in and to the system for financing purposes without prior approval of the franchising authority; provided however, that the secured party under any collateral assignment may not exercise any right or remedy thereunder (including, without limitation, the remedy of foreclosure) that would have the effect of selling, transferring, leasing, assigning or disposing of the system without the prior written consent of the franchising authority obtained pursuant to the foregoing provisions of this section 8.

Section 9. Specific Rights and Remedies.

9.1 Not Exclusive. The company agrees that the franchising authority shall have the specific rights and remedies set forth in this section 9. These rights and remedies are in addition to any and all other rights or remedies, now or hereafter available to the franchising authority to enforce the provisions of this agreement, and will not be deemed waived by the exercise of any other right or remedy. The exercise of any such right or remedy by the franchising authority shall not release the company from its obligations or any liability under this agreement, except as expressly provided for in this agreement or as necessary to avoid duplicative recovery from or payments by the company.

9.2 Liquidated Damages. Should the franchising authority suffer damage from any substantial or persistent breach by the company of this agreement, which damage may be difficult to quantify, the franchising authority and the company agree to the following schedule of liquidated damages:

(i)

For material failure to provide data, documents, reports or information in a timely manner as provided by this agreement, company shall pay $200.00 a day, or part thereof, that each violation occurs or continues.

(ii)

For failure to comply with any other provision of this agreement, company shall pay $200.00 per day for each day, or part thereof, that such noncompliance occurs or continues.

9.3 Events of Default.

9.3.1 Grounds. The company agrees that an event of default shall include, but shall not be limited to, any of the following acts or failures to act by the company or any affiliated person:

(i)

Any substantial failure to comply with any material provision of this agreement that is not cured within the time period provided for in section 9.2.2;

(ii)

The imminent foreclosure or other similar judicial or nonjudicial sale of all or any material part of the system;

(iii)

The condemnation by a public authority other than the franchising authority, or sale or dedication under threat or in lieu of condemnation, of all or any part of the system, the effect of which would materially frustrate or impede the ability of the company to carry out its obligations, and the purposes of this agreement;

(iv)

In the event that an abandonment has occurred;

(v)

If there shall occur any denial, forfeiture or revocation by any federal, state or local governmental authority of any authorization required by law or the expiration without renewal of any such authorization, and such events either individually or in the aggregate, materially jeopardize the system or its operation;

(vi)

A persistent failure by the company, its affiliated persons or its guarantor(s), as applicable, to comply with any of the provisions, terms or conditions of this agreement or with any rules, regulations, orders or other directives of the franchising authority after having received repeated notice of a failure to comply and an opportunity to cure such noncompliance in accordance with subsection 9.2.2; or;

(vii)

The company fails to comply with any of the actions described in sections 8.1 and 8.2, which require prior express written consent of the franchising authority.

9.3.2 Breach Procedures. The franchising authority shall exercise the rights provided in section 9.3.3 in accordance with the procedures set forth below:

(i)

The responsible franchising official shall notify the company, in writing, of an alleged event of default, which notice shall specify the alleged event of default with reasonable particularity. The company shall, within 30 days after receipt of such notice or such longer period of time as the responsible franchising official may specify in such notice, either cure such alleged event of default or, in a written response to the responsible franchising official, either present facts and arguments in refutation or excuse of such alleged event of default or state that such alleged event of default will be cured and set forth the method and time schedule for accomplishing such cure.

(ii)

The responsible franchising official shall determine (A) whether an event of default has occurred; (B) whether such event of default is excusable; and (C) whether such event of default has been cured or will be cured by the company. Such determination by the responsible franchising official shall be conveyed to the company in writing.

(iii)

If the responsible franchising official determines that an event of default has occurred and that such event of default is not excusable and has not been or will not be cured by the company in a manner and in accordance with a schedule reasonably satisfactory to the responsible franchising official, which schedule shall be at least 30 days, then the responsible franchising official shall prepare a written report which may recommend the action to be taken by the franchising authority's governing body. The franchising authority shall provide notice and a copy of such report to the company. Within 15 days after receipt of such report from the franchising authority, the company may request, in writing, an opportunity to respond to such report before the franchising authority or its agent. Any hearings process associated therewith that the franchising authority may choose to hold shall be commenced within 60 days of the receipt of the request therefore and the franchising authority shall render a decision within a reasonable time after the conclusion of any such hearing.

(iv)

In the event that the franchising authority's governing body determines that such event of default has not occurred, or that such event of default either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the franchising authority's governing body, or that such event of default is excusable, such determination shall conclude the investigation.

(v)

If the franchising authority's governing body determines that such event of default has occurred, and that such event of default has not been and will not be cured in a manner and in accordance with a schedule reasonably satisfactory to the franchising authority's governing body, and that such event of default is not excusable, then the franchising authority may take any of the actions provided in section 9.3.3. Nothing in this section 9.3.2, shall be interpreted to restrict any rights the company may have to appeal such determination under applicable law.

9.3.3 Franchising Authority Action Upon Occurrence of Event of Default. Upon the occurrence of an event of default, which has not been cured pursuant to section 9.3.2, then, in accordance with the procedures provided in section 9.3.3, the franchising authority may, at any time during the term of this agreement:

(i)

Require the company to take such actions as the franchising authority deems reasonably appropriate in the circumstances; and/or

(ii)

Seek money damages from the company as compensation for such event of default; except that the company shall not be subject to money damages for an event of default under section 9.3.1 (iii) or (v) if such event of default was not the result of any act or failure to act by the company or any affiliated person; and/or

(iii)

Revoke the franchise by termination of this agreement pursuant to this section 9 in a manner affording due process except that such revocation shall not be a remedy for an event of default under section 9.3.1(vi), if such event of default involves a persistent failure to comply with any of the nonmaterial provisions, terms or conditions of this agreement, or with any nonmaterial rules, regulations, orders or other directives of the franchising authority, provided that nothing herein shall be deemed to prohibit the franchising authority from pursuing any other remedies for such an event of default.

(iv)

Nothing in this subsection 9.3.3 shall be interpreted to restrict any rights the company may have to appeal the franchising authority's actions under applicable law.

9.4 Termination. In the event of any termination of this agreement, whether by expiration, revocation or otherwise, the franchising authority may: (i) direct the company to cooperate with the franchising authority or third party in maintaining continuity in the distribution of services to subscribers over the system for a period of up to three months or (ii) order the company to cease all construction and operational activities in a prompt and workmanlike manner.

9.5 Franchising Authority's Right To Order Removal or To Acquire or Effect a Transfer of the System.

9.5.1 Removal. In addition to its rights under section 9.3, upon any termination, the franchising authority may issue a removal order directing the company to remove, at the company's sole cost and expense, all or any portion of the system from all streets and other public or nonpublic property within the franchise area, subject to the following:

(i)

In removing the system, or any part thereof, the company shall, at its own expense, refill and compact any excavation it makes, and shall leave the streets and other property, including utility cables, wires and attachments, in as good condition as that prevailing prior to the company's removal of the system;

(ii)

The liability insurance and indemnity provisions of this agreement shall remain in full force and effect during the period in which the system is being removed and the associated repairs to the streets and other property are being made; and

(iii)

If in the reasonable judgment of the franchising authority, the company fails to substantially complete removal, including repair of the streets and other property within 12 months of the franchising authority's issuance of a removal order, the franchising authority shall have the right to: (A) authorize removal of the system, at the company's cost, by another person; and (B) declare that all rights, title and interest to the system belong to the franchising authority, including any portion of the system not designated for removal, without compensation to the company. The company shall execute and deliver such documents as the franchising authority may request, to evidence such ownership by the franchising authority.

Notwithstanding the foregoing, the company may dispose of any portion of the system not designated by the franchising authority for removal during such 12-month period, provided, however, that if the company fails to complete the removal of the portion(s) of the system designated for removal by the franchising authority within such period, then all such portion(s) of the system not disposed of and all amounts collected for any portion(s) of the system disposed of by the company during such period shall belong to the franchising authority, with no price due to the company.

9.5.2 Acquisition or Transfer. Upon any termination and as an alternative to ordering removal of the system, the franchising authority may permit the company to operate the system on terms and conditions equitable to the company and franchising authority for a period of nine months in order to assure the continuation of cable services to subscribers. During the first three months of such nine-month period, the company agrees that it will pursue, in good faith, the sale of the system to another cable operator reasonably acceptable to the franchising authority. The franchising authority agrees that, in good faith, it will negotiate a franchise agreement with an operator reasonably acceptable to it, or consider a request to assign this agreement to such operator; provided, however, nothing herein shall be interpreted to require the franchising authority to enter into a franchise agreement with such operator or to consent to an assignment of this agreement to the operator. If at the end of the three-month period the company has not sold the system in accordance with this section 9.6.2, the company shall continue to operate the system for the remaining six months of the nine-month period, and the franchising authority may acquire ownership of the system or effect a transfer of ownership to a third party in accordance with section 627 of the Cable Act (47 U.S.C. Sec. 547), or order removal of the system at the end of the nine-month period in accordance with section 9.6.1.

9.5.3 Price. The price to be paid to the company upon an acquisition or transfer by the franchising authority pursuant to section 9.4.2 shall be pursuant to section 627 of the Cable Act.

9.6 Company's Obligations. In the event of any acquisition, transfer or abandonment pursuant to section 9.4, the company shall promptly supply the franchising authority or third person with all records necessary to reflect the change in ownership and to operate and maintain the system.

9.7 Performance Bond.

9.7.1 Establishment. To ensure the performance of the company under this agreement, the company shall arrange for a performance bond solely for the protection of the franchising authority, with a corporate surety or trust company reasonably acceptable to the franchising authority. A copy of the executed performance bond shall be delivered to the franchising authority prior to the execution of this agreement.

9.7.2 Amount. The performance bond shall be in the face amount of not less than $100,000.00. Such bond shall remain in effect throughout the term of this agreement or such later date as provided in this agreement.

9.7.3 Withdrawals from the Performance Bond. The franchising authority may make withdrawals from the performance bond, in accordance with the terms and conditions of the performance bond: (i) upon the occurrence of an act of default by company, as defined in section 9.3.1 of this agreement; (ii) to indemnify the franchising authority and serve as security for any expenditure, damage, loss, or costs incurred by the franchising authority as a result of an act of default by the company, as defined in section 9.3.1 of this agreement; or (iii) upon the occurrence of an event listed in section 9.2 of this agreement which leads to the imposition of non-performance penalties upon the company. Prior to making any withdrawals from the performance bond, the franchising authority shall give the company at least seven days advance written notice of its intent to make a withdrawal from the performance bond. Withdrawals from the performance bond shall not be deemed a cure of any default(s) that led to the withdrawal. The franchising authority may not seek recourse against the performance bond for any costs or damages for which the franchising authority has previously been compensated through a withdrawal from the performance bond or otherwise by the company.

9.7.4 Notice of Withdrawals. Within one week after a withdrawal from the performance bond, the franchising authority shall notify the company in writing of the date and amount of the withdrawal. The withdrawal of amounts from the performance bond shall constitute a credit against the amount of the applicable liability of the company to the franchising authority, but only to the extent of said withdrawal.

9.7.5 Replenishment. Within 30 days after receipt of notice from the franchising authority that an amount has been withdrawn from the performance bond, the company shall restore the performance bond to the amount specified in section 1.1.1 of this agreement. If the company fails to restore the performance bond within such 30-day period, interest on the unrestored amount shall accrue at the rate specified in section 6.3 of this agreement, from the first day after the end of the aforesaid 30-day period until the performance bond is restored. The franchising authority may periodically withdraw such interest from the performance bond up to the date on which the company makes the required restoration, unless company has paid such interest to the franchising authority.

9.7.6 Form. The performance bond shall be in a form and content reasonably approved by the franchising authority and shall be furnished to the franchising authority on or before the date set forth in section 1.1.1. The performance bond shall contain the following endorsement: "It is hereby understood and agreed that this bond may not be canceled or not renewed by the surety until at least 90 days prior written notice to the franchising authority of surety's intention to cancel or not renew this bond."

9.7.7 Not a Limit on Liability. The obligation to perform and the liability of the company pursuant to this agreement shall not be limited by the franchising authority's acceptance of the performance bond required by this section 9.

Section 10. Insurance and Indemnity.

10.1 Insurance.

10.1.1 Specifications.

(a)

Liability Insurance. Throughout the term of this agreement, the company shall, at its own cost and expense, maintain a liability insurance policy or policies that are in an acceptable form to the franchising authority, together with evidence acceptable to the franchising authority demonstrating that the premiums for said policy or policies have been paid. Such policy or policies shall be issued by companies duly licensed to do business in the State of Georgia and acceptable to the franchising authority. Such companies must carry a rating by Best of not less than "A". Such policy or policies shall insure (i) the company and (ii) the franchising authority and its officers, boards, commissions, councils, elected officials, agents and employees (through appropriate endorsements if necessary) against each and every form of liability of the company referred to in this agreement in the minimum combined amount of $1,000,000.00 for bodily injury and property damage. The foregoing minimum limitation shall not prohibit the company from obtaining a liability insurance policy or policies in excess of such limitations, provided that the franchising authority, its officers, boards, commissions, councils, elected officials, agents and employees shall be named as additional insureds to the full extent of any limitation contained in any such policy or policies obtained by the company.

(b)

Workers' Compensation. The company shall ensure its compliance with the Georgia Workers' Compensation Act and in that regard shall secure insurance to cover its obligations with respect to workers' compensation claims, or take other appropriate steps, which insurance and steps shall be in form and substance reasonably satisfactory to the franchising authority. The company shall indemnify and hold harmless the franchising authority from any workers' compensation claims to which the company may become subject during the term of this agreement.

10.1.2 Maintenance. The liability insurance policies required by this section 10.1.1 shall be maintained by the company throughout the term of this agreement and such other period of time during which the company operates or is engaged in the removal of the system. Each such liability insurance policy shall contain the following endorsement: "It is hereby understood and agreed that this policy may not be canceled nor the intention not to renew be stated until 90 days after receipt by the franchising authority, by registered mail, of a written notice of such intent to cancel or not to renew." Within 60 days after receipt by the franchising authority of said notice, and in no event later than 30 days prior to said cancellation, the company shall obtain and furnish to the franchising authority replacement insurance policies in a form reasonably acceptable to the franchising authority.

10.1.3 Increased Insurance Coverage. In the event of any changed circumstances following the effective date, if the franchising authority wishes to alter the minimum limitation of the liability insurance policy or policies required in this section 10.1, then the franchising authority and the company shall negotiate such alteration in good faith.

10.1.4 Liability Not Limited. The legal liability of the company and any affiliated person to the franchising authority and any person for any of the matters which are the subject of the liability insurance policies required by this section 10.1, including, without limitation, the company's indemnification obligations set forth in this agreement, shall not be limited by such insurance policies nor by the recovery of any amounts thereunder, except to the extent necessary to avoid duplicative recovery from or payment by the company.

10.2 Liability and Indemnity.

10.2.1 No Liability for Damages. In accordance with section 635A of the Cable Act (47 U.S.C. § 555a), the franchising authority, its officers, employees, agents, attorneys, consultants and independent contractors shall have no liability to the company, arising from the regulation of cable service or from a decision of approval or disapproval with respect to a grant, renewal, transfer, or amendment of a franchise. Any relief to the extent such relief is required by any other provision of federal, state, or local law, shall be limited to injunctive relief and declaratory relief.

10.2.2 Indemnification of the Franchising Authority. Except for acts of willful misconduct by the city, its officers, employees, agents, attorneys, consultants or independent contractors, the company and each affiliated person shall: (i) defend, indemnify, and hold harmless the franchising authority, its officers, employees, agents, attorneys, consultants and independent contractors from and against all liabilities, special, incidental, consequential, punitive, and all other damage, cost, and expense (including reasonable attorneys' fees) arising out of or in connection with: (a) the award of this franchise; (b) the construction, operation, maintenance, repair, upgrade or removal by the company or its contractors, agents or affiliates of, or any other action or event by the company or its contractors, agents or affiliates with respect to, the system or any activity or function associated with the production or distribution of any service over the system; or (c) the distribution of any service over the system; and (ii) cooperate with the franchising authority, by providing such nonfinancial assistance as may be requested by the franchising authority, in connection with any claim arising out of or in connection with the selection of franchisees for, or the negotiation or award of, this agreement.

Section 11. Miscellaneous.

11.1 Controlling Authorities. This agreement is made with the understanding that its provisions are controlled by the Cable Act, other federal laws, state laws, and all applicable locals laws, ordinances, and regulations.

11.2 Appendices. The appendices to this agreement,* attached hereto, and all portions thereof and exhibits thereto, are, except as otherwise specified in such appendices, incorporated herein by reference and expressly made a part of this agreement.

11.3. Nonexclusive Franchise. The franchise is nonexclusive. Nothing in this agreement shall affect the right of the franchising authority to grant to any person, or to itself, a franchise, consent, or right to occupy and use the streets, or any part thereof, for the construction, operation, or maintenance of all or any part of a communications system within the franchise area or for any other purpose.

11.4 Enforceability of Agreement; No Opposition. By execution of this agreement, the company pledges it will not assert in any manner at any time or in any forum that the terms and conditions of this agreement, the franchise, or the processes and procedures pursuant to which this agreement was entered into and the franchise was granted are not valid or are not consistent with the applicable law in existence on the effective date. Nothing herein shall be interpreted as a waiver by the company of any rights it might have under any new federal or state law enacted after the effective date.

11.5 Entire Agreement. This agreement, including all appendices, embodies the entire understanding and agreement of the franchising authority and the company with respect to the subject matter hereof and merges and supersedes all prior representations, agreements, and understandings, whether oral or written, between the franchising authority and the company with respect to the subject matter hereof, including, without limitation, all prior drafts of this agreement and any appendix to this agreement and any and all written or oral statements or representations by any official, employee, agent, attorney, consultant or independent contractor of the franchising authority or the company. All ordinances or parts of ordinances or other agreements between the company and the city that are in conflict with the provisions of this agreement are hereby declared invalid and superseded.

11.6 Notices. All notices shall be in writing and shall be sufficiently given and served upon the other party by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows:

THE FRANCHISING AUTHORITY:

Columbus Consolidated Government
Office of the City Manager
PO Box 1340
Columbus, Georgia 31902-1340

WITH A COPY TO:

Columbus Consolidated Government
Finance Department
Office of the Finance Director
PO Box 1340
Columbus, Georgia
31902-1340

COMPANY:

KNOLOGY of Columbus, Inc.
PO Box 510
West Point, Georgia
31833

11.7 Additional Representations and Warranties. In addition to the representations, warranties, and covenants of the company to the franchising authority set forth elsewhere herein, the company represents and warrants to the franchising authority and covenants and agrees (which representations, warranties, covenants and agreements shall not be affected or waived by any inspection or examination made by or on behalf of the franchising authority) that, as of the effective date:

11.7.1 Organization, Standing and Authorization. The company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized to do business in the State of Georgia and in the franchise area.

11.7.2 Compliance with Law. The company is in substantial compliance with all laws, ordinances, decrees and governmental rules and regulations applicable to the system and has obtained all government licenses, permits, and authorizations necessary for the operation and maintenance of the system.

11.8 Maintenance of System in Good Working Order. Until the termination of this agreement and the satisfaction in full by the company of its obligations under this agreement, in consideration of the franchise, the company agrees that it will maintain all of the material properties, assets and equipment of the system, and all such items added in connection with any upgrade, in good repair and proper working order and condition throughout the term of this agreement.

11.9 Binding Effect. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted transferees and assigns. All of the provisions of this agreement apply to the company, its successors, and assigns.

11.10 No Waiver, Cumulative Remedies. No failure on the part of the franchising authority or the company to exercise, and no delay in exercising, any right or remedy hereunder including, without limitation, the rights and remedies set forth in section 9 of this agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy, all subject to the conditions and limitations established in this agreement. The rights and remedies provided herein including, without limitation, the rights and remedies set forth in section 9 of this agreement, are cumulative and not exclusive of any remedies provided by law, and nothing contained in this agreement shall impair any of the rights or remedies of the franchising authority under applicable law, subject in each case to the terms and conditions of this agreement.

11.11 Severability. If any section, subsection, sentence, clause, phrase, or other portion of this agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect.

11.12 No Agency. The company shall conduct the work to be performed pursuant to this agreement as an independent contractor and not as an agent of the franchising authority.

11.13 Governing Law. This agreement shall be deemed to be executed in the City of Columbus, State of Georgia, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Georgia, as applicable to contracts entered into and to be performed entirely within that state.

11.14 Survival. All representations and warranties contained in this agreement shall survive the term of the agreement.

11.15 Claims Under Agreement. The franchising authority and the company, agree that, except to the extent inconsistent with section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the franchising authority arising under this Agreement or related thereto shall be heard and determined either in a court of the United States ("federal court") located in Georgia or in a court of the State of Georgia of appropriate jurisdiction. To effectuate this agreement and intent, the company agrees that if the franchising authority initiates any action against the company in federal court or in a Georgia court, service of process may be made on the company through registered or certified mail, return receipt requested, delivered to the company's agent for service of process as registered with the Georgia Secretary of State's Office.

11.16 Modification. Except as otherwise provided in this agreement, any appendix to this agreement, or applicable law, no provision of this agreement nor any appendix to this agreement, shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the franchising authority and the company, which amendment shall be authorized on behalf of the franchising authority through the adoption of an appropriate resolution or order by the franchising authority, as required by applicable law.

11.17 Police Power. The franchising authority expressly reserves the right to exercise the full scope of its municipal powers, including both its police power and contracting authority, to promote the public interest and to protect the health, safety and welfare of the citizens of Columbus Consolidated Government.

IN WITNESS WHEREOF, the party of the first part, by its city manager, thereunto duly authorized by the city council of said franchising authority, has caused the corporate name of said franchising authority to be hereunto signed and the corporate seal of said franchising authority to be hereunto affixed and the company, the party of the second part, by its officers thereunto duly authorized, has caused its name to be hereunto signed and its seal to be hereunto affixed as of the date and year first above written.

FRANCHISING AUTHORITY:

Columbus Consolidated Government
By
Name:
Title: City Manager

(Seal)

Attest:

CABLE COMPANY:

KNOLOGY of Columbus, Inc.
By
Name: Felix L. Boccucci, Jr.
Title: Vice President

(Seal)

Attest: