NON-EXCLUSIVE CABLE TELEVISION FRANCHISE AGREEMENT BY AND BETWEEN MEDIACOM ILLINOIS, LLC. AND THE COUNTY OF BOONE, ILLINOIS

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1 NON-EXCLUSIVE CABLE TELEVISION FRANCHISE AGREEMENT BY AND BETWEEN MEDIACOM ILLINOIS, LLC. AND THE COUNTY OF BOONE, ILLINOIS THIS FRANCHISE AGREEMENT is made and entered into this day of, 2011 (the "Effective Date") by and between the County of Boone, Illinois, a Body Politic, and MEDIACOM ILLINOIS, LLC. WITNESSETH: WHEREAS, MEDIACOM ILLINOIS, LLC.(the "Company") has requested a renewal of its cable television franchise to provide cable television service in the County of Boone, Illinois (the County ); and; WHEREAS, the County has reviewed the Company s performance under its prior cable television franchise with the County, has identified the future cable-related needs and interests of the community, has considered the financial, legal and technical qualifications of the Company to provide cable television service in the County, and has considered the Company s plan for operating and maintaining its cable system during the term of a renewed franchise; and, WHEREAS, after affording the public adequate notice and an opportunity for comment, the County Board of the County has determined that it is in the public interest to renew the grant of a non-exclusive cable television franchise to the Company in accordance with the terms hereinafter set forth; and, WHEREAS, the Company and the County have reached agreement on the franchise terms and conditions hereinafter set forth; and NOW, THEREFORE, in consideration of the foregoing and the mutual terms, conditions, promises and undertakings contained herein, the Company and the County hereby agree as follows: Section 1: TITLE: This agreement may be cited as the MEDIACOM ILLINOIS, LLC. Franchise Agreement and is hereinafter referred to as the Agreement. Section 2: DEFINITIONS: For the purposes of this Agreement, the following terms, phrases, words and their derivations shall have meaning given herein, unless their context clearly indicates that another meaning is intended. Words not otherwise defined herein shall be given their ordinary and common meaning. AFFLILIATE(S) When used in relation to any person, means another person who owns or controls, is owned or controlled by, or is under common ownership or control with, such person. AS BUILT DRAWING 1

2 A document submitted to the County that accurately locates underground construction of the cable system facilities constructed or located within Public Ways of the County. AS BUILT MAP A map or maps showing the completed cable plant system in the franchise area. BASIC CABLE SERVICE Any service tier, which includes the retransmission of local television, broadcast signals and the public, educational, and governmental access channels. CABLE ACT The Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, as amended by and the Telecommunications Act of 1996, as the same may be amended from time to time. CABLE OPERATOR (OPERATOR, OR CABLE SYSTEM OPERATOR) Any person or group of persons who provides cable service over a cable system and directly, or through one or more affiliates, owns a significant interest in such cable system or who otherwise controls or is responsible for, through any arrangement, the management and operation of such a cable system, including but not limited to multi-channel video providers and Open Video Systems. CABLE SERVICE The one-way transmission to subscribers of video programming, or other programming service, and subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. CABLE SYSTEM (SYSTEM, CABLE COMMUNICATIONS SYSTEM, CATV SYSTEM, or COMMUNITY ANTENNA TV SYSTEM) A facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service which includes video programming and which is provided to multiple subscribers within a community,. CHANNEL (CABLE CHANNEL) A portion of the electromagnetic frequency spectrum that is used in a cable system and which is capable of delivering a television channel as a television channel is defined by the Federal Communications Commission by regulation. COMPANY The natural person, partnership, domestic or foreign corporation, association, joint venture, or organization of any kind granted a franchise by the County and it lawful successor, transferee or assignee. 2

3 CONVERTER An electronic device, which converts signal carriers from one form to another. CORPORATE AUTHORITIES The Chairman and Members of the County Board of the County of Boone, Illinois. DWELLING UNIT A single-family residential building or a unit in a multi-family residential building. FEDERAL COMMUNICATIONS COMMISSION (FCC) The present Federal agency of that name as constituted by the Act of 1934 or any legally appointed or elected successor. FRANCHISE Authorization issued by a franchising authority for the construction and operation of a cable system. FRANCHISE AGREEMENT The separate contract by which the Corporate Authorities grant the Company the right and franchise to operate a cable system within the County. FRANCHISE AREA The Franchise Area shall be unincorporated areas of the County where the Company currently offers its services and as outlined in the attached Franchise Area Map. FRANCHISE AUTHORITY The County Board of Boone County, Illinois FRANCHISE FEE The fee that a Company is required to pay to the County for the right, privilege and franchise to construct, install, maintain and operate a cable Communications system within the streets and Public ways of the County for the purpose of providing cable service to persons in the County. The term franchise fee does not included: A. Any tax, fee, or assessment of general applicability (including any such tax, fee or assessment imposed on both utilities and cable operators or their services, but not including a tax, fee, or assessment which is unduly discriminatory against cable operators or cable subscribers) ; B. Capital costs which are required by the Franchise to be incurred by the cable operator for public, educational, or governmental access facilities; 3

4 C. Requirements or charges incidental to the awarding or enforcing of the Franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification, penalties, or liquidated damages; or D. Any fee imposed under Title 17, United States Code. GROSS REVENUES All revenue received by the Company directly or indirectly from and in connection, with the operation of the Company's cable system to provide cable service (as "cable service" is defined by Title VI of the Cable Act) within the County, calculated in accordance with generally accepted accounting principles, including, but not limited to, regular subscriber service (e.g., basic, expanded basic, premium and payper-view service fees; but excluding any portion of such revenues paid to Company by suppliers of such services), installation fees, equipment rental fees, late fees, administrative fees, advertising and home shopping revenue, and such other revenue sources from the provision of cable service as may now exist or hereafter develop from or in connection with the operation of the cable system within the County, provided that such revenues, fees, receipts, or charges may lawfully be included in the gross revenue base for purposes of computing the 'County's permissible franchise fee under applicable law and regulation. Gross Revenue shall not include refundable deposits, bad debt, investment income, nor any taxes, fees, or assessments imposed directly upon any subscriber or user by the County, State or other governmental unit and collected by the Company on behalf of and for remittance to the County, State or other governmental unit. HEADEND The control center of a cable television system, where incoming signals are amplified, converted, processed and combined into a common cable along with any origination cablecasting, for transmission to subscribers. Headend usually includes antennas, preamplifiers, frequency converters, demodulators, modulators, processors, and other related equipment. INITIAL FRANCHISE SERVICE AREA The area served by the cable system as of the effective date of the franchise agreement. INSTALLATION The connection from system feeder cable to the subscriber's converter or terminal and the provision of service. NORMAL BUSINESS HOURS Means those hours during which most similar businesses in the community are open to serve customers. In all cases, "normal business hours" must include some evening hours, at least one night per week, and/ or some weekend hours. NORMAL OPERATING CONDITIONS Means those service conditions that are within the control of the Company. Those conditions, which are not within the control of the Company, include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions, which are ordinarily within the control of the Company, including, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak: or seasonal demand periods, 4

5 and maintenance or upgrade of the cable system. PERSON Any individual, firm, corporation, cooperative, association, trust, partnership, joint venture, combination or other legally recognized entity, whether for-profit or not-for-profit, but shall not mean the County. PUBLIC PROPERTY Any real property owned by the County or any other governmental unit that is not otherwise defined herein as a Public Way. A franchise does not authorize the use of any Public Property by the Company. PUBLIC WAY(S) Shall mean the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way, drive, circle or other public right-of-way, including, but not limited to, public utility easements, dedicated utility strips, or rights-ofway dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the Franchising Authority in the Franchise Area, which shall entitle the Franchising Authority and the Company to the use thereof for the purpose of installing, operating, repairing, and maintaining the Cable System. Public Way shall also mean any easement now or hereafter held by the Franchising Authority within the Franchise Area for the purpose of public travel, or for utility or public service use dedicated for compatible uses, and shall include other easements or rights-of-way as shall within their proper use and meaning entitle the Franchising Authority and the Company to the use thereof for the purposes of installing, operating, and maintaining the Company's Cable System over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments, and other property as may be ordinarily necessary and pertinent to the Cable System.. SCHOOLS All public and private elementary and secondary schools which have been granted a certificate of recognition by the Illinois State Board of Education, pursuant to Illinois State Statutes, and which are located within the franchise area. SUBSCRIBER Any person who elects to subscribe to, for any purpose, a service provided and authorized by the Company by means of or in connection with the cable system, and who pays the charges thereof. TRANSFER OR FRANCHISE TRANSFER Any transaction or series of transactions which, singularly or collectively, result in the sale, assignment or transfer of all or a majority of the assets of the Company, or the cable system, or of the franchise, or of the ownership of affiliated entities having ownership of the company, the franchise or cable system. 5

6 TRUNK (TRUNK LINE) The main distribution lines leading from the headend of the cable television system to the various areas where feeder lines (cables) are attached to distribute signals to the subscribers. Section 3: GRANT OF AUTHORITY A. The County hereby grants to the Company under the Cable Act a nonexclusive Franchise authorizing the Company to construct and operate a Cable System in, along, among, upon, across, above, over, under, or in any manner connected with Public Ways and easements within the Franchise Area, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any Public Way and all extensions thereof and additions thereto, such poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System. Nothing in this Franchise shall be construed to prohibit the Company from offering any service over its Cable System that is not prohibited by federal or state law.. B. Without reducing its police powers to adopt and enforce any generally applicable Ordinance that is necessary to protect the health, safety and welfare of the public, the Company is granted franchise authority to use and occupy the Public Ways of the County for the purposes of this Agreement.. C. In the event the County grants an additional franchise to use and occupy the public right-of-way for the purposes of operating a cable system, the additional franchise shall only be granted on terms no more favorable or less burdensome than those contained herein in accordance with 55ILCS 5/ Section 4: DURATION AND ACCEPTANCE OF FRANCHISE AGREEMENT: A. Term: The Franchise granted herein shall expire five (5) years from the Effective Date, unless otherwise extended, terminated, or revoked in accordance with this Agreement, and shall renew for an additional five (5) year term after a public hearing conducted by the parties. The five year extension of this Agreement shall be granted after a public hearing and subsequent County Board Action and cannot be unreasonably withheld by the County. The term of the Franchise may also be extended by written agreement of the parties. The Effective date of the Franchise shall be the date on the first page of this Agreement. B. Acceptance: The Franchise as well as all rights, privileges, obligations and authority granted therein shall become effective upon the authorization of the corporate authorities of the County for the execution of this Agreement, and the parties execution of said Franchise Agreement. By their execution of the Agreement, the parties promise to comply with and abide by all provisions, terms and conditions of this Agreement. Section 5: TRANSFER OF FRANCHISE AGREEMENT: 6

7 A. Neither this Agreement nor the Franchise may be transferred, without the consent of the Corporate Authorities of the County. Such consent will not be unreasonably with held. No change in control of the Company, defined as an acquisition of 50% or greater ownership interest in Company, shall take place without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed. B. The Company, and any proposed transferee of the Franchise, shall submit a written application to the County containing or accompanied by such information as is required in accordance with applicable law and FCC regulations, specifically the provision of an FCC form 394 or its successor, and in compliance with the processes established for transfers under the FCC's rules and regulations, namely Section 617 of the Cable Act. Within thirty (30) days of receiving a request for consent, the County shall, in accordance with FCC rules and regulations, notify the Company in writing of the additional information, if any; it requires determining the legal, financial and technical qualifications of the transferee or new controlling party. If the County has not taken action on the Company's request for consent within one hundred twenty (120) days after receiving such request, consent shall be deemed given. C. Notwithstanding the foregoing, the Company may transfer ownership or control of the Franchise or the System to an entity controlling, controlled by, or under common control with the Company, where such transfer does not result in a change in the ultimate controlling entity of the Franchise or the System; provided, the Company shall give the County at least thirty (30) days prior written notice of any such transfer. Section 6: RENEWAL PROCESS: A. Renewal of Franchise: The County and the Company shall follow the renewal procedure as provided by applicable federal law, namely 47 U.S.C. 546, commonly referred to as the Section 626 process. B. In the event of the repeal of Section 626 said process shall remain the guidelines for the future renewal unless the parties mutually agree to some alternative method for renewal. Section 7: SERVICE TO FRANCHISE AREA: A. Franchise Area: The Franchise Area shall be the-unincorporated areas of the County where, as of the Effective Date of this Agreement, the Company offers its services and as outlined in the attached Franchise Area Map. Any subsequently annexed areas already being served by the Company shall continue to be provided service under the franchise pertaining to the annexed area. B. Extension of Cable System: Line Extension to Residences: In areas of the Franchise territory not included in the Initial Franchise Service Area, the Company shall be required to extend its Cable System pursuant to the following density and proximity requirements, as well as in accordance with the additional provisions with this Section: 1. The Company shall extend and make Cable Service available to every residential dwelling 7

8 unit in all unserved, developing areas having at least twenty-seven (27) occupied dwelling units per cable mile, as measured from the existing system, simultaneously with the installation of utility lines to the extent practical. 2. The Company shall extend and make Cable Service available to any resident not meeting the standard of paragraph B 1 of this Section, outside the initial Franchise service area requesting connection at the standard connection charge, if the connection to the resident would require no more than a standard one hundred twenty-five (125) foot drop line. 8

9 3. The Company may elect to provide Cable Service to areas not meeting the above density and distance standards. The Company may impose an additional charge in excess of its regular installation charge for any service installation requiring a drop or line extension in excess of the above standards. Any such additional charge shall be computed on a time plus materials basis to be calculated on that portion of the installation and/or line extension that exceeds the standards set forth above. C. New Development Undergrounding: In cases of new construction or property development where utilities are to be placed underground, the developer or property owner shall give the Company advance notice at the time of notice to the utilities of such construction or development, and of the particular date on which open trenching will be available for the Company's installation of conduit, pedestals, and/or vaults and laterals to be provided at the Company's expense. The Company shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring service to the development shall be borne by the developer or property owner; except that if the Company fails to install its conduit, pedestals and/or vaults and laterals within ten (10) working days of the date the trenches are available, as designated in the notice given by the property owner or developer to the Company, then should the trenches be closed after the ten (10) day period, the cost is to be borne by the Company. D. If the grades or lines of any Public Way within the Franchise service area are lawfully changed at any time during the term of this Franchise Agreement, then the Company shall, upon reasonable advance written notice from the County, protect or promptly alter or relocate the Cable System, or any part thereof, so as to conform with any such new grades or lines. If public funds are made available to any Person using such street or Public Property or Public Way for the purpose of defraying the cost of the foregoing, the County shall provide to and/or make application for such funds on behalf of the Company. E. Relocation at the request of a third.party: The Company shall, upon reasonable prior written request of any person holding a permit issued by the County to move any structure, temporarily move its wires to permit the moving of such structure; provided: 1. The Company may impose a reasonable charge on any Person for the movement of its wires, and such charge may be required to be paid in advance of the movement of its wires; and 2. The Company is given not less than twenty (20) business days advance written notice to arrange for such temporary relocation. F. Non-residential Service: Company will make every effort to offer the commercial establishments within the Franchise Area cable service, provided that the installation is economically reasonable. The commercial establishment shall be responsible for the total cost of installation as determined by the Company. 9

10 Section 8: NOTICES: A. All notices between the parties shall be given as follows and shall be provided to the representatives specified below: Franchising Authority: Chairman Boone County Board 1212 Logan Avenue Belvidere Illinois Company: Sr. Manager, Government Relations Mediacom Communications th Avenue Moline, IL B. All notices with regard to compliance or enforcement matters relating to any Ordinance or this Franchise Agreement shall be provided via certified mail with return receipt required or via reputable overnight courier service where a delivery receipt is provided. All other routine notices may be provided via regular U.S. Mail. Routine notices provided via facsimile or other electronic means may be acceptable. C. Either party can change the designated address for notices provided that the notice of such change complies with this provision as stated above. Section 9: COMPLIANCE WITH STATE AND FEDERAL LAWS: A. The County and the Company shall at all times comply with all applicable laws and regulations of federal, state and local governments, or any administrative agencies thereof. B. In accepting this Franchise, the Company acknowledges that its rights hereunder are subject to the police power of the County to adopt and enforce generally applicable Ordinances necessary to protect the health, safety and welfare of the public, and it agrees to comply with all applicable general laws and Ordinances enacted by the County pursuant to such power. Section 10: SECURITY FUND: If the Company engages in a substantial new build project which will add subscribers greater than thirty (30) percent of the current subscriber base at the time of this renewal, the County shall be notified and the provisions of the Security Fund herein below shall apply:. If a new build/rebuild project commences during the term of the franchise Agreement the Company shall establish a Security Fund with the County in the amount of twenty-five thousand dollars ($25,000.00) in the form of a corporate surety bond or other instrument, which complies, with the requirements of the County for such instruments provided by other occupants of the right-of-ways. The Security Fund shall be maintained by the Company so long as any part of the System is located within the Public Ways of the County. 10

11 A. Purpose of Fund: The fund shall serve as security for the full and complete performance of the Company for all of its obligations under this Franchise Agreement, including payment of any costs, expenses, damages or loss the County pays or incurs because of any act or omission attributable to the Company that constitutes a violation, default or failure to comply with the codes, Ordinances, rules, regulations or permits of the County, and the payment of any undisputed liquidated damages, judgments, fees or taxes actually due the County. B. Assessing the Fund: The County may assess the Security Fund pursuant to the procedures set forth in Subsection C below in the following circumstances: 1. In the event of any default or failure of the Company, to pay any undisputed liquidated damages or undisputed fees due the County and required pursuant to this Agreement. 2. In the event the County has incurred any out-of-pocket cost, expense, damage or loss because of any act or omission attributable to the Company that constitutes a violation, default or failure to comply with the requirements of this Agreement, but only to the extent that the amount of such out-of-pocket cost, expense, damage or loss is not greater than one thousand five hundred dollars ($1,500.00). Notice to Company: Before any sums may be withdrawn from the Security Fund, the County shall give not less than thirty (30) days written notice to the Company which shall: 1. Identify the amount that the County contends it is due as liquidated damage fees or out-of pocket costs incurred by the County as described in Subsection B.1 and B.2 above. 2. Contain a plain statement of the alleged act, omission, default or failure to comply with the requirements of this Agreement stating the default, including a description of the Company's failed attempts to correct such errors. 3. Provide the Company with an opportunity to review the Notice with the County Board Chairman. 4. Provide the Company with an opportunity to first pay the amount, if any, due the County. 5. Provide the Company an opportunity to answer the notice, secure a hearing and obtain a written determination in accordance with the violation procedures set forth in Section

12 D. Undisputed Amounts: The Company shall promptly pay any undisputed liquidated damages, judgments, fees, taxes or amounts due the County. If the Company fails to pay any undisputed amounts due the County within thirty (30) days after written notice from the County, the County may withdraw the amount stated in the notice from the Security Fund. E. Restoring the Fund: The Company shall replenish the Security Fund within thirty (30) days after written notice from the County that moneys have been withdrawn from the fund, or if there is otherwise a deficiency in the amount of the fund. Section 11: INDEMNIFICATION, LIABILITY AND INSURANCE: A. The Company shall defend indemnify and hold the County and its officers, agents and employees free and harmless from and against any and all claims, actions, suits, damages, costs, expenses and liabilities, including the reasonable fees and expenses of their attorneys, expert witnesses and consultants, court costs and fines, which may be incurred by them, asserted against them, or sought to be imposed upon them, individually, jointly or severally, and which arise directly or indirectly out of or are connected in any way with the construction, instal1ation, maintenance, operation or condition of the Company's cable system, except to the extent those damages, claims, awards and judgments arise from the negligence of the County, its officers, agents and employees, including but not limited to: 1. Any negligent, tortious, willful or wrongful act or omission of the Company, and its officers, agents, employees, contractors or subcontractors resulting in personal injury, bodily injury, sickness or death to any person, or in loss or damage of any kind to the property of any person including the Company and its officers, agents, employees; licensees and invitees. 2. Any negligent, tortious, willful or wrongful act or omission of the Company, and its officers, agents, employees, contractors or subcontractors resulting in damage to, loss of, destruction or unauthorized use of any trademark, trade name, copyright, patent or other intangible property rights of any person including libel, slander and invasion of privacy. 3. Loss or damage of any kind related to Company's failure to comply with the provisions of this Franchise Agreement, or of any federal, state or local law or regulation applicable to the Company or the cable system. B. The Company shall assume for its officers, agents, employees, contractors and subcontractors all risk of dangerous or hazardous conditions in, on or about any public streets, easements or rightsof-way of the County, except for latent conditions actually caused by the willful or negligent acts of the County or its employees. C. The indemnity granted hereunder shall not extend to injuries, judgments or liabilities to the extent they arise out of the negligence or willful misconduct on the part of the County, or its officers, agents or employees while acting on behalf of the County. 12

13 D. Except to the extent caused by the negligence, malicious or intentional wrongful acts, or the willful misconduct of the County, or its officers, agents or employees while acting on behalf of the County, the County and its officers, agents or employees shall not be liable to the company for any claims for damage to, or loss of, all or any part of Company's cable system arising out of any public work, public improvement, alteration of any County structure, change in the grade or line of any Public Way of the County, the elimination, discontinuing or closing of any Public Way of the County, or other exercise by the County of its lawful authority over the Public Ways. E. The Company recognizes the County's right to exercise its police powers over the Public Ways of the County in case of fire, disaster or other emergency as reasonably determined by the County. Notwithstanding the provisions in Paragraph D above, the County shall not be liable to the Company for any damage to the Company's cable system or other property when such damage results from the exercise by the County of its police powers in order to protect the public in case of fire, disaster or other emergency. When practicable, as determined by the County, the County agrees to consult with the Company prior to the exercise by the County of such police power, where the exercise may affect the Company's cable system and to permit the Company to take necessary actions to protect the public's and the Company's cable system or other property. F. Insurance: 1. As a part of the indemnification provided by the provisions of this Section, but without limiting the foregoing, the Company shall within 30 days of the execution of the Franchise and prior to commencement of construction of the system, file with the County Administrator, and at all times thereafter maintain in full force and effect at its sole expense, evidence of a policy or policies for the following: a. Commercial General Liability Insurance: Comprehensive or Commercial general liability insurance, including, but not limited to, coverage for bodily injury, personal injury, and property damage shall be maintained at the sum(s) of one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) aggregate. b. Business Automobile Liability: Comprehensive automobile liability inc1uding, but not limited to, non-ownership and hired car coverage as well as owned vehicles with coverage for bodily injury and property damage, shall be maintained at the sum(s) of three million dollars ($3,000,000.00) per accident. c. Property Loss: Fire insurance with coverage for extended perils on the Franchise property used by the Company in the conduct of Franchise operations in an amount adequate to enable the Company' to resume Franchise operations following the occurrence of any risk covered by this insurance. d. Workers Compensation insurance: In such coverage, with statutory limits : may be required by the State of Illinois. 2. The policy or policies shall name the County as an additional insured. The insurance shall provide that the insurance provided by the company shall be primary and that any provision of any contract of insurance or other risk protection benefit or self-insurance policy purchased or in effect or enacted by the County and any other insurance or benefit shall be in excess thereof. 13

14 3. The insurance shall be maintained by the Company in full force and effect during, entire term of the Franchise. All certificate(s) shall contain an endorsement providing that in the event the policy/policies will be canceled before their expiration date thereof, the issuing company will make a good faith effort to mail 30 day prior written notice to the certificate holder. Section 12: MAINTENANCE OF BOOKS, RECORDS AND FILES: A. Books and Records: Throughout the term of this Franchise Agreement, the Company agrees that the County, upon reasonable prior written notice to the Company, may review such of the Company's books and records regarding the operation of the Cable System and the provision of Cable Service in the Franchise Area which are reasonably necessary to monitor Company's compliance with the provisions of this Franchise Agreement at the Company's business office, during normal business hours, and without unreasonably interfering with Company's business operations. Such books and records shall include any records required to be kept in a public file by the Company pursuant to the rules and regulations of the FCC. All such documents pertaining to financial matters that may be the subject of an inspection by the County; shall be retained by the Company for a minimum period of three (3) years. B. File for Public Inspection: Throughout the term of this Franchise Agreement, the Company shall maintain at its business office, in a file available for public inspection during normal business hours, those documents required pursuant to the FCC's rules and regulations. C. Proprietary Information: Notwithstanding anything to the contrary set forth in this Section, the Company shall not be required to disclose information which it reasonably deems to be proprietary or confidential in nature. The County agrees to treat any information disclosed by the Company as confidential and only to disclose it to those employees, representatives, and agents of the County that have a need to know in order to enforce this Franchise Agreement and who agree to maintain the confidentiality of all such information. The Company shall not be required to provide Customer information in violation of Section 631 of the Cable Act or any other applicable federal or state privacy law. For purposes of this Section, the terms "proprietary or confidential" include, but are not limited to, information relating to the Cable System design, customer lists, marketing plans, financial information unrelated to the calculation of franchise fees or rates pursuant to FCC rules, or other information that is reasonably determined by the Company to be competitively sensitive. In the event that the County receives a request under a state "sunshine," public records or similar law for the disclosure of information the Company has designated as confidential, trade secret or proprietary, the County shall notify Company of such request and cooperate with Company opposing such request. Section 13: SYSTEM DESIGN: A. Subscriber Network: 1. The Company shall design and construct its cable system in accordance with its current engineering practices; and shall operate and maintain its cable system consistent with good engineering practices and applicable standards. 2. The Company shall provide backup power for the cable system including but not limited to backup power supplies capable of providing eight (8) hours of power to the headend and two (2) hours of power to the cable system plant in the event of an electrical outage, with additional backup capacity provided by portable generators. 14

15 B. Emergency Override: 1. At all times during the term of this Franchise Agreement, the Company shall provide and maintain an Emergency Alert System (EAS) consistent with applicable Federal law and regulation - including 47 C.F.R., Part 11 and the "State of Illinois Emergency Alert System State Plan" - as may be amended from time to time. The County agrees to indemnify and hold the Company harmless from any damages or penalties arising out of the negligence of the County, its employees or agents in using such system. C. Periodic Testing and Compliance with FCC Standards: 1. The Company shall construct and operate the Cable System to comply with the FCC technical standards contained in Part 76, Subpart K of the Commissions rules and regulations, as updated and amended from time to time (47 C.F.R. Part 76, Subpart K). 2. The Company shall perform all tests necessary to determine compliance with the FCC technical standards. Tests shall include, at minimum; proof-of-performance tests required by FCC Regulation at Section (47 C.F.R. Part 76, Section 601) and such additional or repeat tests involving specified Subscriber terminals as may be required to determine compliance with the FCC technical standards. 3. Where there exists recurring evidence, which in the judgment of the County, casts doubt upon the reliability or quality of Cable Service, the County shall have the right and authority to require the Company to test, analyze, and report on the performance of the Cable System. The Company shall fully cooperate with the County in performing such testing and shall prepare results, and a report, if requested, within thirty (30) days after notice. Such report shall include the following information: a.the nature of the complaint or problem that precipitated the special tests; b.the system component(s) tested; c.the equipment used and procedures employed in testing; d.the method, if any, in which such complaint or problem is resolved; and e.any other information pertinent to the tests and analysis, which may be required. 4. The County may require that tests be observed by an independent professional engineer. The engineer shall be given records of any required tests and shall forward to the County and Company such records with a report interpreting the results of the tests. 15

16 D. Permitting and Inspection: 1. The Company shall comply with all applicable federal, state and local rules, regulations and construction codes governing the construction, operation, maintenance and installation of the cable system, as such rules, regulations and codes are in force as of the time of the installation or other work. 2. All construction, installation, restoration and maintenance work shall be subject to pertinent Ordinances, regulations or policies of the County applicable to all occupants of its right-of- way. 3. All work done by or on behalf of the Company shall be done in a manner that does not unreasonably interfere with the rights and convenience of property owners who adjoin the Public Ways of the County. If property is disturbed or damaged, the Company shall restore the property to its former condition, normal wear and tear excepted. 4. All restoration shall be performed in accordance with the permit requirements. With respect to restorations, the Company shall remain responsible for the acts or omissions of its contractors or subcontractors. 5. The Company shall not construct any facilities within the County until it has secured all necessary approvals and permits from the County, and any other governmental body having jurisdiction. In any permit issued by the County, the County may impose any condition, restriction, or regulation, consistent with the County codes and regulations, for the purpose of protecting any structures or facilities in the Public Ways of the County, for the proper restoration of the Public Ways of the County, for the continuity of pedestrian and vehicular traffic, and for protection of the public. 6. All facilities constructed or installed within the County shall be located and installed so as not to unreasonably interfere with the proper and usual use of the Public Way. All facilities shall be installed in a manner consistent with existing utility installations within the Public Way. 7. The Company shall make reasonable efforts to avoid major disturbances of street pavements, sidewalks, alleys, public and private landscaping, and all other publicly or privately held properties or structures during all phases of construction and maintenance of the cable system within the Public Ways of the County. 8. The County shall have the right to inspect all construction work performed within the County public right-of-ways. Any inspections of construction work made by the County shall be at the expense of the County. 16

17 9. The Company shall be a member of J.U.L.I.E. (the Joint Utility Location Information for Underground Excavator), and shall be responsible for contacting J.U.L.I.E. or any successor agency for all of its construction and for responding in a timely manner to requests from J.U.L.I.E. or successor agency and the County to locate its cables. The Company is responsible for accurately marking its plant in conformance with J.U.L.I.E. or successor agency standards. 10. The Company shall use its best efforts to provide advance notice (such as by knocking and, if no answer, leaving a door hanger) of construction when entering or crossing private property within the Franchise Area or working in abutting Public Ways of the County where the work is subject to generally applicable County permitting requirements. Work performed in an emergency to repair the Cable System is exempted from this Section. E. The Company is responsible for all of its personnel, including its contractors, agents, employees and subcontractors engaged in system construction and maintenance. All employees working for the Company in the field shall carry identifications of the person at all times. All of the Company's vehicles, and any contractor or sub-contractor vehicles, shall be clearly identified as performing work for the Company. F. Installation Standards: 1. All underground drops shall be buried a minimum of six (6) inches. 2. A subscriber shall have the option to connect a standard drop to the dwelling unit by either: a.connection of the aerial drop to the dwelling unit at a minimum of twelve (12) feet above the ground level; or, b.attachment of the drop to the side of the utility pole and buried from the base of the utility pole to the dwelling unit All temporary service drops placed between November 1 of the prior year and March 1 of the current year, also known as snowdrops, shall be buried between April 1 and May 31, weather permitting, in addition to any delays permitted by the County. 4. Weather permitting; the Company shall bury all temporary drops, excluding snowdrops referenced above, within fourteen (14) business days after placement. Section 14: SUBSCRIBER SERVICES: A. The Company agrees to provide, at a minimum, cable programming services in the (allowing broad categories: Children General Entertainment Family oriented Ethnic/Minority Sports Weather Arts, Culture and Performing Arts News & Information Educational 17

18 B. No Discrimination: Neither the Company nor any of its employees, agents, representatives, contractors, subcontractors, or consultants, nor any other Person, shall discriminate or permit discrimination between or among any residential Subscribers in the availability of Cable Services provided in connection with the Cable System in the Franchise Area. Nothing contained herein shall prohibit the Company from offering bulk discounts, promotional discounts, package discounts, or such other pricing strategies as part of its business practices. C. Prohibition Against Reselling Service: No Person shall resell, without the express prior written consent of the Company, any Cable Service, program or signal transmitted over the Cable System by the Company. D. All rates, fees, charges, deposits and associated terms and conditions to be imposed by the Company or any affiliated Person for any Cable Service as of the Effective Date shall be in accordance with applicable FCC rate regulations. Before any new or modified rate, fee, or charge is imposed, the Company shall follow the applicable FCC notice requirements and rules and notify affected subscribers, which notice may be by any means permitted under applicable law. E. Privacy Protection: the Company shall comply with all applicable Federal and state privacy laws, including Section 631 of the Cable Act (47 U.S.C. Section 551), and regulations adopted pursuant thereto. Section 15: Customer Service Standards. The Company shall comply with the Cable and Video Customer Protection Law (220 ILCS 5/22-501) authorizing the County to enforce all of the customer service and privacy protection standards of this law. The County shall enforce the customer service and privacy protections with respect to Complaints received from residents as provided by the Cable and Video Customer Protection Law pursuant to Agreement No A, enacted March 18, Any amendment to the Cable and Video Customer Protection Law that becomes effective after the effective date of this Agreement shall be incorporated into this Agreement by reference. However, any amendment that makes its provisions optional for adoption by the County shall not be incorporated into this Agreement by reference without formal action by the County Board. Customer Service Complaint and Outage Records. Subject to Company s obligations pursuant to law to maintain the privacy of certain information, the Company shall prepare and maintain records of all complaints received and the resolution of such complaints, including the date of such resolution. Such records shall be on file at the office of the Company. The Company shall provide the County with a written summary of such complaints and their resolution upon request. Based upon their review, the County Administrator and the County Board may request further communication from the Company regarding information from the aforementioned logs and records. Section 16: GOVERNMENT AND INSTITUTIONAL SERVICES: A. The Company will provide and maintain without charge one basic video service connection (including one standard cable installation) to a non-public area of each non-residential, non- 18

19 commercial purpose, local government building and school building within the Franchise Area passed by the subscriber network. If any such institution declines such installation, the institution shall retain the right to request such installation at any time during the life of this Agreement. B. In the event that the existing cable plant must be extended beyond 200 feet, the local institution shall be solely responsible for the costs of such extension. Section 18: COMMERCIAL LEASED ACCESS: The Company shall comply with the Commercial Leased Access requirements of the Cable Act. Section 19: FRANCHISE FEES: A. The Company shall pay to the County a Franchise Fee in an amount of five percent (5%) of the Company's annual gross revenues. The Franchise fee shall be paid on a quarterly basis. Payment shall be made to the County on or before forty-five (45) days following the end of the preceding calendar year quarter. B. Each payment shall be accompanied by a statement of revenue received for the quarter in connection with the operation of the Company's cable system in the County and a showing of all gross revenues derived from the cable system as defined herein. C. Any Franchise Fee which remains unpaid in whole or in part after the date specified herein shall be delinquent and shall thereafter accrue interest at an annual rate of twelve percent (12%) or two percent (2%) over prime lending rates quoted by Bank One or its successor, whichever is higher, computed daily from time due until paid. D. Upon reasonable prior written notice, during normal business hours, at Company's principal business office, the County shall have the right to inspect and audit in accordance with generally accepted accounting principles the Company's financial records used to calculate the County's franchise fees; provided, however, that any such inspection shall take place within two (2) years from the date the County receives such payment, after which period any such payment shall be considered final. E. Upon completion of any such audit by the County, the County shall provide to the Company a final report setting forth the County's findings in detail, including any and all substantiating documentation. In the event of an alleged underpayment, the Company shall have thirty (30) days from the receipt of the report to provide the County with a written response agreeing to or refuting the results of the audit, including any substantiating documentation. Based on these reports and responses, the parties shall agree upon a "Finally Settled Amount." For purposes of this Section, the term "Finally Settled Amount(s)" shall mean the agreed upon underpayment, if any, to the County by the Company as a result of any such audit. If the parties cannot agree on a "Final Settlement Amount," the parties shall submit the dispute to a mutually agreed upon mediator within sixty (60) days of reaching an impasse. In the event an agreement is not reached at mediation, either party may bring an action to have the disputed amount determined by a court of law. F. Any "Finally Settled Amount(s)" due to the County as a result of such audit shall be paid to the County by the Company within thirty (30) days from the date the parties agree upon the "Finally Settled Amount." Once the parties agree upon a Finally Settled Amount and such amount is paid by the Company, the County shall have no further rights to audit or challenge the payment for that period. The County shall bear the expense of its audit of the 19

20 Company's books and records. Section 21: FRANCHISE VIOLATION; NOTICE AND PROCEDURES: A. General: The Company shall comply with the requirements of this Franchise Agreement at all times during the term of its Franchise. B. Material Violations: If the County has reason to believe that the Company has committed a material violation of this Franchise Agreement, the County may act to remedy the violation in accordance with the procedures set forth below. A material violation shall include: 1. Construction or operation in the County or in the Public Ways of the County without a required permit, license or authorization. 2. Unauthorized Franchise transfer. 3. Failure to pay taxes, Franchise Fees, or other payments required under this Agreement when and as due the County. 4. Failure to deliver evidence of Company's insurance coverage as specified herein. 5. Failure to establish and maintain the security fund required pursuant to this Agreement. 6. Repeated failure to comply with the Customer Service Standards as required by this franchise agreement. C. Notice of Violation: Written notice shall be given to the Company setting forth the nature of the material violation and a reasonable period of time for the Company to correct the violation. Unless the County determines that the violation is of such a nature that a lesser period of time is warranted for remedying the violation, the Company shall be given fortyfive (45) days after receipt of such notice to remedy the violation. D. Answer to Notice of Violation: Within the forty-five (45) days of receipt of the Notice, the Company shall respond in writing to the County: 1. That it contests the County's notice of violation and requests an opportunity to be heard as provided herein. The Company shall submit supporting documentation with its response to the notice. 2. That it contests the County's notice of violation for the reasons that no violation exists or the violation was beyond the reasonable control of the Company and requests an opportunity to be heard as provided herein. The Company shall submit supporting documentation with its response to the notice. 3. That the Company will remedy the violation within the time specified by the County in its notice to the Company. 4. If the Company contends that an extended period of time is reasonably needed to remedy the violation, it shall submit a written request for an extension, together with supporting documentation that the Company cannot reasonably remedy the violation within the time period specified by the County in its notice to the Company. The County shall not unreasonably deny an extension of time to remedy the violation. If the County grants the 20