AGREEMENT

This Franchise Agreement (hereinafter, the ?Agreement? or ?Franchise
Agreement?) is made between Goochland County, a political subdivision of the
Commonwealth of Virginia (hereinafter, ?County?) and Comcast of
Massachusetts/Virginia, Inc. (hereinafter, ?Grantee?).

The County, having determined that the ?nancial, legal, and technical ability of
the Grantee is reasonably suf?cient to provide the services, facilities, and equipment -
necessary to meet the future cable?related needs of the community, desires to enter into
this Franchise Agreement with the Grantee for the construction, operation and
maintenance of a Cable System on the terms and conditions set forth herein.

SECTION 1 - Definitions

For the purpose of this Franchise Agreement, capitalized terms, phrases, words,
and abbreviations shall have the meanings ascribed to them in the Cable Communications
Policy Act of 1984, as amended from time to time, 47 U.S.C. 521 et seq. (the ?Cable
Act?), unless otherwise de?ned herein.

1.1. ?Af?liate? 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.

1.2. ?Cable Operator? means any Person or group of Persons that provides
Cable Service over a Cable System and directly or through one or more af?liates owns a
signi?cant interest in such Cable System or (ii) otherwise controls or is responsible for,
through any arrangement, the management and operation of a Cable System.

1.3. ?Cable Service? means the one-way transmission to Customers of 
video programming or (ii) other programming service, and Customer interaction, if any,
which is required for the selection or use of such video programming or other
programming service. Cable service does not include any video programming provided
by a commercial mobile service provider de?ned in 47 U.S.C. 332(d).

1.4. ?Cable System or System? means any facility consisting of a set of closed
transmission paths and associated signal generation, reception and control equipment that
is designed to provide Cable Service that includes video programming and that is
provided to multiple Customers within the County, except that such de?nition shall not
include: a system that serves fewer than 20 Customers; a facility that serves only to
retransmit the television signals of one or more television broadcast stations; a facility
that serves only Customers without using any Public Right-of-Way; a facility of a
common carrier that is subject, in whole or in part, to the provisions of Title II of the
Communications Act of 1934, 47 USC 201 et seq., except that such facility shall be

considered a Cable System to the extent such facility is used in the transmission of video
programming directly to Customers, unless the extent of such use is solely to provide
interactive on?demand services; any facilities of any electric utility used solely for
operating its electric systems; or any portion of a System that serves fewer than,50
Customers in any locality, where such portion is part of a larger System franchised in an
adjacent locality; Or an open video system that complies with 653 of Title VI of the
Communications Act of 1934, as amended, 47 U.S.C. 573.

1.5. Customer(s)? means the County or any Person who is lawfully receiving,
for any purpose or reason, any service via the Grantee?s Cable System, whether or not a
fee is paid for such service.

1.6. ?Effective Date? means the date on which all persons necessary to sign
this Agreement in order for it to be binding on both parties have executed this Agreement
as indicated on the signature page(s), unless a speci?c date is otherwise provided in the
?Term? Section herein.

1.7. means the Federal Communications Commission or successor
governinental entity thereto. 

1.8. ?Franchise? means the initial authorization, or renewal thereof, issued by
the Franchising Authority, whether such authorization is designated as a franchise,
agreement, permit, license, resolution, contract, certi?cate, ordinance or otherwise, which
authorizes the construction and operation of the Cable System.

1.9. ?Franchise Agreement? or ?Agreement? shall mean this Agreement and
any amendments or modi?cations hereto.

1.10. ?Franchise Area? means the present legal boundaries of the County as of
the Effective Date, and shall also include any additions thereto, by annexation or other
legal means.

1.11. ?Franchising Authority? means the County or the lawful successor,
transferee, designee, or assignee thereof. 

1.12. ?Grantee? shall mean Comcast of Massachusetts/Virginia, Inc.

1.13. ?Gross Revenue? means all revenue, as determined in accordance with
generally accepted accounting principles, that is actually received by the Grantee and
derived from the operation of its Cable System to provide Cable Service in the Franchise
Area; however, ?Gross Revenue? shall not include: refunds or rebates made to
Customers or other third parties; (ii) any revenue which is received from the sale of
merchandise over home shopping channels carried on the Cable System, but not
including revenue received from home shopping channels for the use of the Cable
Service to sell merchandise; any tax, fee, or charge collected by the Grantee and
remitted to a governmental entity or its agent or designee, including without limitation a

local public access or education group; (iv) program launch fees; directory or Internet
advertising revenue including, but not limited to, yellow page, white page, banner
advertisement, and electronic publishing; (vi) a sale of Cable Service for resale or for use
as a component part of or for the integration into Cable Service to be resold in the
ordinary course of business, when the reseller is required to pay or collect Franchise fees
or similar fees on the resale of the Cable-Service; (vii) revenues received by any Af?liate
or any other Person in exchange for supplying goods or services used by the Grantee to
provide Cable Service; and revenue derived from services classi?ed as Noncable
Service under federal law, including, without limitation, revenue derived from
telecommunications services and information services, and any other revenues attributed
by the Grantee to Noncable Service in accordance with rules, regulations, standards, or
orders of the Federal Communications Commission.

1.14. ?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.

1.15. ?Normal Operating Conditions? means those service conditions which are
within the control of the Cable Operator. Those conditions which are not within the
control of the cable operator 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 Cable
Operator include, but are not limited to, special promotions, pay-per-view events, rate
increases, regular peak or seasonal demand periods, and maintenance or upgrade of the
Cable System.

1. 16. ?Person(s)? means any natural person(s) or any association, firm,
partnership, joint venture, corporation, or other legally recognized entity, whether for-
pro?t or not-for pro?t, but shall not mean the Franchising Authority.

1.17. ?Public shall mean the surface of, and the space above and
below, any public street, avenue, highway, boulevard, concourse, driveway, tunnel, park,
parkway, waterway, dock, bulkhead, wharf, pier, alley, right-of-way, including, but not
limited to easements dedicated for compatible use.

1.18. ?Service Interruption? means the loss of picture or sound on one or more
cable channels. 

1.19. ?Transfer? means any transaction in which an ownership or other
interest in the Grantee is transferred, directly or indirectly, from one Person or group of
Persons to another Person or group of Persons, so that majority control of the Grantee is
transferred; or (ii) the rights and obligations held by the Grantee under the Franchise are
transferred or assigned to another Person or group of Persons. However, notwithstanding
clauses and (ii) of the preceding sentence, a transfer of the Franchise shall not include
transfer of an ownership or other interest in the Grantee to the parent of the Grantee or

to another Af?liate of the Grantee; transfer of an interest in the Franchise or the rights
held by the Grantee under the Franchise to the parent of the Grantee or to another
Af?liate of the Grantee; any action that is the result of a merger of the parent of the
Grantee; any action that is the result of a merger of another Af?liate of the Grantee;
or a transfer in trust, by mortgage, or by assignment of any rights, title, or interest of
the Grantee in the Franchise or the System used to provide cable in order to secure
indebtedness.

SECTION 2 - Grant of Authority

2.1. The Franchising Authority hereby grants to the Grantee a nonexclusive
Franchise, subject to the terms and conditions?of this Franchise Agreement, the Code of
Virginia, the County Code and all other applicable law. The Franchise will be for the
period speci?ed in Section 2.2 below, during which time the Grantee will receive the
right and obligation to construct, reconstruct, operate and maintain a Cable System within
the Public Ways in those areas of the County speci?ed in Section 4 to provide Cable
Service. This Franchise Agreement neither authorizes the Grantee to use the Public
Ways for purposes of providing any service other than Cable Service, nor prohibits the
Grantee from doing so. The Grantee?s authority to provide noncable service shall be
subject to applicable law. No privilege or power of eminent domain is bestowed by this
grant, nor by the Agreement.

2.2. Term of Franchise. The term of the Franchise granted hereunder shall be,
ten (10) years commencing upon the Effective Date of the Franchise, unless the Franchise
is renewed or is law?Jlly terminated in accordance with the terms of this Franchise
Agreement and the Cable Act.

2.3. Reservation of Authority. Nothing in this Franchise Agreement shall 
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 general applicability promulgated by the Franchising Authority, or be construed as
a waiver or release of the rights of the Franchising Authority in and to the Public Ways.
All rights and privileges granted herein are subject to the police powers of the County
and its rights under applicable laws and regulations to exercise its governmental powers
to their full extent. The County reserves the right to exercise its governmental powers
over Cable Systems granted by the Communications Act of 1934, except as limited by
state law. These regulatory powers include without limitation the authority: to
enforce Customer Service standards in accordance with the Act; to enforce more
stringent standards as agreed upon by the Cable Operator through the terms of a
negotiated cable Franchise; and to regulate the rates for basic Cable Service in
accordance with the Act.

2.4. Grant Not Exclusive. The Franchise and the right it grants to use and
occupy Public Ways shall not be exclusive, and the County reserves the right to grant
other Franchises for similar uses or for other uses of Public Ways, or any portions

thereof, to any Person, or to make any such use itself, at any time, with or without a 
Franchise.

2.5. Reciprocity. The Grantee and the County shall comply with 15.2-
210826 of the Code of Virginia.

SECTION 3 Construction and Maintenance of the Cable Svstem

3.1. Permits and General Obligations. The Grantee shall be responsible for
obtaining, at its own cost and expense, all permits, licenses, or other forms of approval or
authorization necessary to construct, operate, maintain or repair the Cable System, or any
part thereof, prior to the commencement of any such activity. The Grantee shall comply
with all applicable law regarding its construction and maintenance of the Cable System.

3.2. Cable System Tests and Inspections.

A. The Grantee shall perform all tests necessary to demonstrate
compliance with the requirements of the Franchise and other performance standards
established by law or regulation, and to ensure that the Cable System components are
operating as expected.

B. The Grantee shall conduct tests upon the County?s request to
ensure that its Cable System is functioning in compliance with applicable laws and
regulations, and make the results of such test available to the County to verify such
compliance. If any such test indicates that any part or component of the System fails to
meet applicable requirements, the Grantee, without requirement of additional notice or
request from County, shall take corrective action, retest the locations and advise the
County of the action taken and results achieved.

C. The County may conduct inspections of construction areas and
Customer installations, includingbut not limited to inspections to assess compliance with
the Grantee?s construction and installation requirements, this Agreement and applicable
law generally. Inspection does not relieve the Grantee of its obligation to build in
compliance with all provisions of the Franchise.

D. Speci?c testing and inspection requirements in this Agreement,
including but not limited to those of Sections through shall not be read to
preclude the County from exercising its general rights to inspect and require information.

3.3. Publicizing Proposed Construction Work. The Grantee shall notify the
public prior to commencing any proposed construction that will signi?cantly disturb or
disrupt public property or have the potential to present a danger or affect the safety of the
public generally. The Grantee shall publicize proposed construction work at least one (1)
week prior to commencement of any proposed non-emergency construction work by
causing written notice of such construction work to be delivered to the Franchising
Authority and by notifying those Persons most likely to be affected by the work in at least

one (1) of the following ways: by telephone, in person, by mail, by distribution of ?yers
to residences, or by publication in local newspapers.

SECTION 4 - Service Obligations

4.1. General Service Obligations. The Grantee shall make Cable Service
available to every residential dwelling unit within the Franchise Area where the minimum
density is at least thirty (30) dwelling units per mile when measured from the nearest
segment of the existing Cable System that is capable of providing a usable cable signal.
Subject to this density requirement, Grantee shall offer Cable Service to all new homes or
previously unserved homes located within 150 feet of the Grantee?s distribution cable,
The Grantee may elect to provide Cable Service to areas not meeting the above density
and distance standards. The Grantee shall continue to provide Cable Service to those
homes currently being served within the Franchise Area. The Grantee 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. Such additional
charge shall be paid by the developer or landowner or Customer requesting Cable Service
in an area that does not meet the density and distance standards.

4.2. Public, Educational and Governmental Access Channels. At the County?s
request, the Grantee shall make available to all Customers on the System up to three (3)
video channels for public, educational and governmental access use at the County?s
discretion.

Use of channel capacity for public, educational and governmental access
shall be provided on the most basic tier of service offered by Grantee in accordance with
the Cable Act, 611, and as further set forth below. Grantee does not relinquish its
ownership of or ultimate right of control over a channel by designating it for PEG use. A
PEG access user whether an individual, educational or governmental user acquires no
property or'other interest by virtue of the use of a channel so designated, and may not rely
on the continued use of a particular channel number, no matter how long the same
channel may haVe been designated for such use. Grantee shall not exercise editorial
control over any public, educational, or governmental use of channel capacity, except
Grantee may refuse to transmit any public access program or portion of a public access
program that contains obscenity, indecency, or nudity.

4.2.1. Public Access. A ?Public Access Channel? is a channel designated
for noncommercial use by the public on a ?rst-come, ?rst-served,
nondiscriminatory basis. Grantee shall designate capacity on one 1) channel for
public access video programming provided by the Franchising Authority or its
designee, such as a public access organization. A Public Access Channel may not
be used to cablecast programs for pro?t, nonpolitical or commercial fundraising
in any fashion.

4.2.2. Educational Access. An ?Educational Access Channel? is a
channel designated for noncommercial use by educational institutions such as

public or private schools, community colleges, and universities, but not ?home
schools.?

4.2.3. Government Access. A ?Governmental Access Channel? is a
channel designated for noncommercial use by the Franchising Authority.

4.2.4. Grantee shall provide an upstream link connecting the County
Administration Building with the Grantee?s headend for the transmission of
programming on the Government Access Channel.

4.3. Emergency Alert System.

4.3.1. Grantee shall comply with the Emergency Alert System
requirements of the FCC in order that emergency messages may be distributed
over the System.

4.4. No Discrimination. Neither the Grantee nor any of its employees, agents,
representatives, contractors, subcontractors, or consultants, nor any other Person, shall
discriminate or permit discrimination between or among any Persons in the availability of
Cable Services provided in connection with the Cable System in the Franchise Area. It
shall be the right of all Persons to receive all available services provided on the Cable
System so long as such Person?s ?nancial or other obligations to the Grantee are
satis?ed, unless such Person has engaged in theft of Grantee?s Cable Services, vandalism
of its property or harassment of its representatives. Nothing contained herein shall
prohibit the Grantee from offering bulk discounts, promotional discounts, package
discounts, or other such pricing strategies as part of its business practice.

4.5. Prohibition Against Reselling Service. No Person shall resell, without the
express prior written consent of the Grantee, any Cable Service, program or signal
transmitted over the Cable System by the Grantee.

4.6. Technical Standards. The Cable System shall meet or exceed the
technical standards set forth in 47 C.F.R. 76.601, et seq. and any other applicable
technical standards.

4.7. Leased Access Channels. The Grantee shall provide leased access
channels as required by federal law.

4.8. Use of Poles and Conduits. The County shall have the right to install and
maintain without charge its own equipment upon the Grantee?s poles and conduits in
such locations and for such time periods as space is available, upon the conditions that (1)
the County?s equipment shall not interfere with the operations of the Grantee, and (2) the
County?s use shall not be for a competitive commercial purpose.

4.9. Home Wiring. The Grantee shall comply with 47 C.F.R. 76.800-806
regarding Cable Inside Wiring.

SECTION 5 - Fees and Charges to Customers

5.1. All rates, fees, charges, deposits and associated terms and conditions to be
imposed by the Grantee or any af?liated Person for any Cable Service as of the Effective
Date shall be in accordance with applicable rate regulations. Before any new or
modi?ed rate, fee, or charge is imposed, the Grantee shall follow the applicable FCC
notice requirements and rules and notify affected Customers, which notice may be by any
means permitted under applicable law.

SECTION 6 - Customer Protection Standards: Customer Bills: and Privacy
Protection

Grantee shall be subject to the Customer Protection Standards contained in 47 CPR.

76.309, 1602, 1603, 1618, 1619 and 1622. Upon request, Grantee shall provide an
annual report to the County that includes a summary of Grantee?s performance and -
compliance with the Customer Protection Standards. In addition, Grantee shall maintain
and provide to the County on request a log of all Customer complaints indicating the
action taken by the Grantee. 

SECTION 7 COMMUNICATIONS TAX AND FRANCHISE FEE

7.1. Communications Tax: Grantee shall comply with the provisions of
Section 58.1?645 et seq. of the Code of Virginia, pertaining to the Virginia
Communications Sales and Use Tax, as amended (the ?Communications Tax?), and
Sections 7.2 through 7.6 of this Agreement shall not have any effect, for so long as the
Communications Tax or a successor state or local tax that would constitute a Franchise
Fee for purposes of 47 U.S.C. 542 as amended, is imposed on the sale of Cable
Services by the Grantee to Customers in the County.

7.2. Payment of Franchise Fee to County: In the event that the
Communications Tax is repealed and no successor state or local tax is enacted that would
constitute a Franchise Fee for purposes of 47 U.S.C. 542, as amended, Grantee shall
pay to the County a Franchise Fee of ?ve percent of annual Gross Revenue,
beginning on the effective date of the repeal of such tax (the ?Repeal Date?). Beginning
on the Repeal Date, the terms of Section 7.2 through 7.6 of this Agreement shall take
effect. In accordance with Title VI of the Communications Act, the twelve (12) month
period applicable under the Franchise for the computation of the Franchise Fee shall be a
calendar year. Such payments shall be made no later than thirty (30) days following the
end of each calendar quarter. Should Grantee submit an incorrect amount, Grantee shall
be allowed to add or subtract that amount in a subsequent quarter, but no later than ninety
(90) days following the close of the calendar year for which such amounts were
applicable; such correction shall be documented in the supporting information required
under Section 7.3 below.

7.3. Supporting Information: Each Franchise Fee payment shall be
accompanied by a brief report prepared by a representative of Grantee showing the basis
for the computation, and a breakdown by major revenue categories (such as basic
service, premium service, etc.). The County shall have the right to reasonably request
further supporting information for each Franchise Fee payment, subject to the proprietary
information provisions of Section 8.8.

7.4. Limitation on Franchise Fee Actions: The period of limitation for
recovery of any Franchise Fee payable hereunder shall be three (3) years from the date on
which payment by Grantee is due.

7.5. Bundled Services: If Cable Services subject to a Franchise Fee, or any
other fee determined by a percentage of the Cable Operator?s Gross Revenues in a
locality, are provided to Customers in conjunction with other services: the Franchise Fee
shall be applied only to the value of these Cable Services, as re?ected on the books and
records of the Cable Operator in accordance with rules, regulations, standards, or orders
of the Federal Communications Commission or the State Corporation Commission, or
generally accepted accounting principles. Any discounts resulting from purchasing the
services as a bundle shall be reasonably allocated between the respective services that
constitute the bundled transaction.

7.6. Au_dit

7.6.1. Subject to the proprietary information provisions of Section 8.8 of
this Franchise Agreement, the County, or such Person or Persons designated by the
County, shall have the right to inspect and copy records and the right to audit and to
recompute any amounts determined to be payable under this Franchise, without regard to
by whom they are held. If an audit discloses an overpayment or underpayment of
Franchise Fees, the County shall notify the Grantee of such overpayment or
underpayment within ninety (90) days of the date the audit was completed. The County,
in its sole discretion, shall determine the completion date for any audit conducted
hereunder. Audit completion is not to be unreasonably delayed by either party.

7.6.2. Subject to the proprietary information provisions of Section 8.8 of
this Franchise Agreement, the Grantee shall be responsible for providing to the County
all records necessary to con?rm the accurate payment of Franchise Fees. The Grantee
shall maintain such records for three (3) years. The County?s audit expenses shall be
borne by the County unless the audit determines the payment to the County should be
increased by more than five percent in the audited period, in which case the costs of
the audit shall be paid by the Grantee to the County within thirty (30) days following
written notice to the Grantee by the County of the underpayment, which notice shall
include a copy of the audit report. If the recomputation results in additional revenue to be
paid by Grantee to the County, such amount shall be subject to an interest charge of the
Prime Rate plus one percent If the audit determines that there has been an
overpayment by the Grantee, the Grantee may credit any overpayment against its next
quarterly payment; and, the County shall waive the interest charge on any past due
amounts that were a result of such overpayment by the Grantee. The auditor shall not be

compensated on a success based formula, e. payment based on a percentage of any
underpayment, if any.

7.7. No Limitation on Taxing Authority.

A. Nothing in this Agreement shall be construed to limit any authority
of the County to impose any tax, fee, or assessment of general applicability. By way of
illustration and not limitation, to the extent permitted by applicable law, the County may
impose a tax, fee, or other assessment on any Person (other than the Grantee) with respect
to Cable Service or other communications service provided by such Person over a Cable
System for which charges are assessed to Customers but not received by the Grantee.

B. The Franchise Fee payments required by this Section shall be in
addition to any and all taxes, fees or charges which the Grantee shall be required to pay to
the County or to any state or federal agency or authority, except to the extent that such
taxes, fees or charges must be considered Franchise Fees pursuant to 47 U.S.C. 542 

SECTION 8 Oversight and Regulation by Franchising Authority

8.1. Oversight of Franchise. In accordance with applicable law, the
Franchising Authority shall have the right to oversee, regulate and on reasonable prior
written notice and in the presence of Grantee, periodically inspect the construction,
operation and maintenance of the Cable System in the Franchise Area, and all parts
thereof, as necessary to monitor Grantee?s compliance with the provisions of this
Franchise Agreement.

8.2. Technical Standards. The Grantee shall comply with all applicable
technical standards of the FCC. To the extent those standards are altered, modi?ed, or
amended during the term of this Franchise, the Grantee shall comply with suCh altered,
modified or amended standards as provided by applicable law. The Franchising
Authority shall have the right to obtain, upon written request, a copy of the tests and
records performed pursuant to the rules.

8.3. Operational Records. The Grantee shall maintain the records required to
compute all operational and customer service compliance measures outlined in this
Franchise to demonstrate that the measures are being met. Failure to maintain the records
as required herein shall subject the Grantee to the liquidated damages established in this

Franchise Agreement.

8.4. Records Required: Grantee shall at times maintain and upon request
provide the following:

8.4.1. Records of all written complaints for a period of one year after
receipt by Grantee. The term ?complaint? as used herein refers to complaints about any
aspect of the Cable System or Grantee?s cable operations, including, without limitation,
complaints about employee courtesy. Complaints recorded will not be limited to
complaints requiring an employee service call;

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8.4.2. Records of Service Interruptions for a period of one year after
occurrence, indicating date, duration, area, and the number of Customers affected, type of

outage, and cause;

8.4.3. Records of service calls for repair and maintenance for a period of
one year after resolutionby Grantee;

8.4.4. Records of installation/reconnection for a period of one year after
the request was ful?lled by Grantee; and

8.5. Federal Communications (FCC) Testing: Within fourteen (14) days of a
written request by the County, Grantee shall make available the results of its FCC proof
of performance tests required by the rules.

8.6. File for Public Inspection. Throughout the term of this Franchise
Agreement, the Grantee shall maintain at its business of?ce, in a ?le available for public
inspection during normal business hours, those documents required pursuant to the 
rules and regulations. 

8.7. Upon reasonable written notice to the Grantee and with no less thirty (30)
business days? written notice to the Grantee, the County shall have the right to inspect
Grantee?s books and records pertaining to Grantee?s provision of Cable Service in the
Franchise Area at any time during Normal Business Hours and on a non?disruptive basis,
as are reasonably necessary to ensure compliance with the terms of this franchise. Such
notice shall speci?cally reference the section or subsection of the Franchise which is
under review, so that Grantee may organize the necessary books and records for
appropriate access by the County. Grantee shall not be required to maintain any books
and records for Franchise compliance purposes longer that the current year plus three (3)
years.

8.8. Proprietary Information:

8.8.1. Notwithstanding anything to the contrary set forth herein, Grantee
shall not be required to submit information to the County that it reasonably deems to be
proprietary or con?dential in nature, nor submit to the County any of its or an af?liate?s
books and records not relating to the provision of Cable Service in the Franchise Area,
except as provided herein. Such con?dential information shall be subject to the
following, to be applied as is most practicable for the purposes of this Agreement:

8.8.1.1. To the extent an exemption under the Virginia Freedom
of Information Act permits the County to maintain the con?dentiality of submitted
information and the Grantee submits such information to the County, the County shall
maintain the confidentiality of such information and not disclose it to any public request;

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8.8.1.2. To the extent the information provided to an accountant,
attorney, consultant, or any other agent of the County (?County Consultant?) would not
be subject to public disclosure under the Virginia Freedom of Information Act and the
County instructs the Grantee to provide such information to the County Consultant as
may be- required by this Agreement, the Grantee shall provide such information to the
County Consultant and the County shall not take possession of the information nor
engage in any act that would jeopardize the con?dentiality of such information; or

8.8.1.3. Grantee must provide the following documentation to the
County:

A. Speci?c identi?cation of the information;

B. Statement attesting to the reason(s) the Grantee believes the

information is con?dential; and

C. Statement that the documents are available at the Grantee?s

designated of?ces for inspection by the County.

8.8.2. At all times, the County shall take reasonable steps to protect the
proprietary and con?dential nature of any books, records, maps, plans, or other
County-requested documents that are provided pursuant to this Franchise
Agreement to the extent they are designated as such by the Grantee. Nothing in
this Section shall be read to require the Grantee to violate Federal or State Law
protecting Customer privacy.

8.9. Annual Reports. The Grantee shall submit the following reports:

8.9.1. Service Availability Report. No later than ninety (90) days after
the end of the calendar year, Grantee shall submit a written report to the County which
lists the addresses where cable service was made available during the preceding year;

8.9.2. Customer Service Reports. Upon request by the County, no later
than ninety (90) days after the end of the calendar year, the Grantee shall submit a written
report to the County regarding complaints and service requests received by each call
center serving the Franchise Area, containing such categories of information as the
Grantee records in the normal course of business, which shall include:

8.9.2.1. A report showing the number of services calls received by
type;

8.9.2.2. A report showing the number of outages that exceed one
hour in duration.

8.9.2.3. A report showing the Grantee?s performance with respect
to Section 6 of this Franchise Agreement, signed by an of?cer or employee certifying its
performance with these customer service standards. Included in this report will be the
following information;

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A. Percentage of telephone calls that were answered within thirty
(30) seconds;

B. Percentage of telephone calls received that were abandoned
before being answered by a live operator;

C. Average hold time for telephone calls received;

D. Percentage of time when all incoming trunk lines were in a
busy condition;

E. Percentage of standard installations performed within seven (7)
business days; and

F. Percentage of repair calls for Service Interruptions responded to
within 24 hours.

8.9.3. The Grantee shall submit to the County copies of each petition,
application, report and communication that directly and materially affects the provision
of Cable Service within the Franchise Area that are transmitted by the Grantee to any
federal, state, or other regulatory commissions, agencies or courts.

8.10. Maintenance of Books, Records, and Files.

8.10.1. Books and Records. Throughout the term of this Franchise
Agreement, the Grantee agrees that the County, upon reasonable prior written notice to
the Grantee, may review such of the Grantee?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 Grantee?s compliance with the provisions of this
Franchise Agreement at the Grantee?s business of?ce, during normal business hours, and
without unreasonably interfering with Grantee?s business operations. Such books and
records shall include any records required to be kept in a public ?le by the Grantee
pursuant to the rules and regulations of the FCC. All such documents pertaining to
?nancial matters that may be the subject of an inspection by the County shall be retained
by the Grantee for a minimum period of three (3) years.

8.10.2. File for Public Inspection. Throughout the term of this Franchise
Agreement, the Grantee shall maintain at its business of?ce, in a ?le available for public
inspection during normal business hours, those documents required pursuant to the 
rules and regulations.

8.1023. Proprietary Information. Notwithstanding anything to the
contrary set forth in this Section, the Grantee shall not be required to disclose information
which it reasonably deems to be proprietary or con?dential in nature. The County agrees
to treat any information disclosed by the Grantee as con?dential 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 con?dentiality
of all such information. The Grantee 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 con?dential?
include, but are not limited to, information relating to the Cable System design, customer

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lists, marketing plans, ?nancial information unrelated to the calculation of franchise fees
or rates pursuant to FCC rules, or other information that is reasonably determined by the
Grantee 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 Grantee has designated as con?dential, trade secret or proprietary, the County shall
notify Grantee of such request and cooperate with Grantee in opposing such request.

SECTION 9 Transfer or Change of Control of Cable System or Franchise

9.1. Neither the Grantee nor any other Person may Transfer the Cable System
or the Franchise without the prior written consent of the Franchising Authority, which
consent shall not be unreasonably withheld or delayed. - Within thirty (30) days of
receiving a request for consent, the Franchising Authority shall, in accordance with FCC
rules and regulations, notify the Grantee in writing of the additional information, if any, it
requires to determine the legal, ?nancial and technical quali?cations of the transferee or
new controlling party. If the Franchising Authority has not taken action on the Grantee?s
request for consent within one hundred twenty (120) days after receiving such request,
consent shall be deemed given.

SECTION 10 - Insurance and- Indemnity

10.1. Insurance. Throughout the term of this Franchise Agreement, the Grantee
shall, at its own cost and expense, maintain Comprehensive General Liability Insurance
and provide the Franchising Authority certi?cates of insurance designating the
Franchising Authority and its of?cers, boards, commissions, councils, elected of?cials,
agents and employees as additional insureds and demonstrating that the Grantee has
obtained the insurance required in this Section. Such policy or policies shall be in the
minimum amount of One Million Dollars for bodily injury or death to
any one person, and One Million Dollars for bodily injury or death of
any two or more persons resulting from one occurrence, and One Million Dollars
for property damage resulting from any one accident. Such policy or
policies shall be .non-cancelable except upon thirty (30) days prior written notice to the
Franchising Authority. The Grantee shall provide workers? compensation coverage in
accordance with applicable law. The Grantee shall indemnify and hold harmless the
Franchising Authority from any workers compensation claims to which the Grantee may
become subject during the term of this Franchise Agreement.

10.2. Indemni?cation. The Grantee shall indemnify, save, defend, and hold
harmless the County, its agents, servants, of?cials and employees, at all times from
damages arising out of the installation, operation or maintenance of the Cable System
authorized by the Franchise. In the event suit shall be ?led against the County or Board
or its agents, servants, of?cials or employees either independently or jointly with the
Grantee to recover for any claim or damages, the Grantee, upon prompt notice to it by the
Board, shall defend the Board, County, or its agents, servants, of?cials, or employees, as
the case may be, against the action.

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SECTION 11 System Description and Service

11.1. System Capacity. During the term of this Agreement, the Grantee?s Cable
System shall be capable of providing a minimum of 80 channels of video programming
available to its Customers in the Franchise Area and shall have activated bandwidth
equivalent to at least 80 NTSC channels.

11.2. Service to Governmental. Schools and Institutional Facilities. The
Grantee shall provide free ?Basic? and ?Expanded Basic? tier Cable Service, and free
installation at one outlet to each municipal building and to each public and private school,
not including ?home in the Franchise Area. The excess cost for
extending service to buildings not within 150 feet of the Grantee?s distribution cable shall
be paid by the Franchising Authority, and the Grantee shall not be obliged to provide
such service and installation if the Franchising Authority does not pay such excess cost.
?Municipal buildings? are those buildings owned or leased by the Franchising Authority
for government administrative purposes, and shall not include buildings owned by
Franchising Authority but leased to third parties or buildings such as storage facilities at
which government employees are not regularly stationed. For purposes of this
subsection, ?Expanded Basic? shall mean that tier of Cable Service just above the most
basic level of service offered by the Grantee.

11.3. Additional Service Drops and Outlets. At the County?s request, the Grantee
shall provide additional service drops and outlets to sites speci?ed in Sections 11.2 at the
Grantee?s actual incremental cost for installation, without charges for service,
although charges for any necessary equipment may apply.

11.4. Digital Converter. In the event the Grantee converts the delivery of Cable
Service to an all-digital format, and in order to facilitate continued reception of Cable
Service at County facilities, the Grantee shall at that time provide a digital converter unit
to each site specified in Section 11.2.

SECTION 12 - Enforcement of and Termination of Franchise

12.1. Notice of Violation or Default. In the event the Franchising Authority
believes that the Grantee has not complied with the material terms of the Franchise, it
shall notify the Grantee in writing with specific details regarding the exact nature of the
alleged noncompliance or default.

12.2. Grantee?s Right to Cure or Respond. The Grantee shall have forty-?ve
(45) days from the receipt of the Franchising Authority?s written notice: (A) to respond to
the Franchising Authority, contesting the assertion of noncompliance or default; or (B) to
cure such default; or (C) in the event that, by nature of the default, such default cannot be
cured within the forty-?ve (45) day period, initiate reasonable steps to remedy such
default and notify the Franchising Authority of the steps being taken and the projected
date that they will be completed.

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12.3. Public Hearings. In the event the Grantee fails to respond to the
Franchising Authority?s notice or in the event that the alleged default is not remedied
within forty-?ve (45) days or the date projected by the Grantee, the Franchising
Authority shall schedule a public hearing to investigate the default. Such public hearing
shall be held at the next regularly scheduled meeting of the Franchising Authority that is
scheduled at a time that is no less than ten (10) business days therefrom. The Franchising
Authority shall notify the Grantee in writing of the time and place of such meeting and
provide the Grantee with a reasonable opportunity to be heard.

12.4. Enforcement. Subject to applicable federal and state law, in the event the
Franchising Authority, after such public hearing, determines that the Grantee is in default
of any provision of the Franchise, the Franchising Authority may:

A. Seek speci?c performance of any provision that reasonably lends
itself to such remedy as an alternative to damages, or seek other equitable relief;

B. Seek liquidated damages, in accordance with Section 12.7 hereof; or

C. 'In the case of a substantial default of a material provisiOn of the
Franchise, declare the Franchise Agreement to be revoked in accordance with the
following:

1. The Franchising Authority shall give written notice to the
Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance
by the Grantee, including one or more instances of substantial noncompliance with a
material provision of the Franchise. The notice shall set forth with speci?city the exact
nature of the noncompliance. The Grantee shall have ninety (90) days from the receipt of
such notice to object in writing and to state its reasons for such objection. In the event
the Franchising Authority has not received a response from the Grantee or upon receipt of
a response that does not agree with the Grantee?s proposed remedy, it may then seek
termination of the Franchise at a public hearing. The Franchising Authority shall cause
to be served upon the Grantee, at least ten (10) days prior to such public hearing, a
written notice specifying the time and place of such hearing and stating its intent to
request termination of the Franchise.

2. At the designated hearing, the Franchising Authority shall give
the Grantee an opportunity to state its position on the matter, present evidence and
question witnesses, after which it shall determine whether or not the Franchise shall be
revoked. The public hearing shall be on the record and a written transcript shall be made
available to the Grantee within ten (10) business days. The decision of the Franchising
Authority shall be in writing and shall be delivered to the Grantee by certi?ed mail. The
Grantee may appeal such determination to an appropriate court, which shall have the
power to review the decision of the Franchising Authority ?de novo? and to modify or
reverse such decision as justice may require. Such appeal to the appropriate court must
be taken within sixty (60) days of the issuance of the determination of the Franchising
Authority.

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12.5. Technical Violation. The Franchising Authority agrees that it is not its
intention to subject the Grantee to penalties, ?nes, forfeitures or revocation of the
Franchise for so?called ?technical? breach(es) or violati0n(s) of the Franchise, which
shall include, but not be limited, to the following:

A. In instances or for matters where a violation or a breach of the
Franchise by the Grantee was a good faith error that resulted in no or minimal negative
impact on the Customers within the Franchise Area; or

B. Where there existed circumstances reasonably beyond the control of
the Grantee and which precipitated a violation by the Grantee of the Franchise, or which
were deemed to have prevented the Grantee from complying with a term or condition of
the Franchise.

12.6. Letter of Credit. The Grantee shall obtain and maintain during the entire
term of the Franchise, and any renewal or extensions thereof, an irrevocable letter of
credit from a ?nancial institution licensed to do business in Virginia in the-amount of
?fty thousand dollars to ensure the Grantee's faithful performance of its
obligations.

12.6.1. The Grantee shall obtain the reasonable approval of the County
for the language of the letter of credit before it is obtained. The Grantee shall ?le
with the County a complete copy of the letter of credit (including all terms and
conditions applying to the bond or to draws upon it) prior to its effective date, and
keep such copy current with respect to any changes over the life of the Grantee.

12.6.2. The letter of credit shall not contain language requiring that in the
event of any default a notice to the surety must be given within a speci?ed period
of time.

12.6.3. No later than thirty (30) days after mailing of noti?cation to the
Grantee by certi?ed mail, return receipt requested, of a withdrawal from the letter
of credit, the Grantee shall restore the letter of credit to the total amount speci?ed
herein.

12.7 Liquidated Damages. Because the Grantee's failure to comply with
provisions of the Franchise and this Franchise Agreement will result in injury to the
County, and because it is and will be impracticable to determine the actual amount of
such damage in the event of delay or nonperformance, the County and the Grantee agree
to the following liquidated damages for the following violations of the Franchise and of
this Agreement. On an annual basis from the Effective Date of the Franchise, liquidated
damages in total will not exceed ten thousand dollars ($10,000) (the ?Liquidated
Damages Cap?).

17.

Breach

Failure to comply with PEG Access

requirements

Failure to render Franchise Fee payments

due to the County

(0) Violation of Customer Protection

Standards

Failure to supply information, reports, or

?lings lawfully required

Liquidated Damages

$200.00 for each Violation for each day
the violation continues, in addition to any

monetary payment due.

Three ?tenths of one percent of the
unpaid amount for each day the violation
continues, in addition to any monetary

payment due.

$200.00 for each violation for each day
the violation continues, in addition to any
monetary payment due, except where
compliance is measured quarterly, in
which case damages shall be as speci?ed

in Section 12.7.1 hereof.

$200.00 for each violation for each day

the violation continues.

12.7.1. For Customer Protection Standards with which compliance is
measured on an annual basis, liquidated damages shall be assessed as

follows:

A. If the Grantee does not meet the prescribed standard in a given annual
measuring period, the Grantee shall be liable for liquidated damages in
the following amounts: $1000.00 for each year in which such
standards were not met if the failure was by less than $2000.00 for
each year in which such standards were not met if the failure was by
5% or more but less than 15%; and $4000.00 for each year in which
such standards were not met if the failure was by 15% or more.

12.7.2. Payment by the Grantee of liquidated damages shall be due thirty
(30) days after the date of the County?s notice assessing such damages,
after following the procedures set forth in Sections 12.1 to 12.3 hereof. If
the Grantee does not make payment within that period, the County may
withdraw from the Grantee?s letter of credit the amount assessed, pursuant
to the procedures set forth in Section 12.6 hereof.-

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12.8. Rights Cumulative. The rights reserved to the County herein are in
addition to all other rights of the County, whether reserved herein or authorized by
applicable law. No action, proceeding, or exercise of a right with respect to the letter of
credit will affect any other right the County may have. Neither the letter of credit, nor the
receipt of any damages recovered by the County thereunder, shall be construed to excuse
faithful performance by the Grantee or limit the liability of the Grantee under the terms of
its Franchise for damages, either to the full amount of the letter of credit or otherwise.

SECTION 13 Miscellaneous Provisions

13.1. Force Majeure. The Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or
penalty relating to noncompliance or default (including termination, cancellation or
revocation of the Franchise), provided that the Grantee takes immediate and diligent steps
to bring itself back into compliance and to comply as soon as possible under the
circumstances with the Agreement without unduly endangering the health, safety, and
integrity of the Grantee?s employees or property, or the health, safety, and integrity of the
Grantee?s employees or property, or the health, and integrity of the public, Public' Way,
public property, or private property, where such noncompliance or alleged defaults
occurred or were caused by strike, riot, war, earthquake, ?ood, tidal wave, unusually
severe rain or snow storm, hurricane, tornado or other catastrophic act of nature, labor
disputes, failure of utility service necessary to operate the Cable System, governmental,
administrative or judicial order or regulation or other event that is reasonably beyond the
Grantee?s ability to anticipate or control. This provision also covers work delays caused
by waiting for utility providers to service or monitor their own utility poles on which the
Grantee?s cable or equipment is attached, as well as unavailability of materials or
quali?ed labor to perform the work necessary where such unavailability is reasonably
beyond the Grantee?s ability to anticipate or control.

13.2. Notice. All notices shall be in writing and shall be suf?ciently given and
served 'upon the other party by hand delivery, ?rst class mail, registered or certi?ed,
return receipt requested, postage prepaid, or by reputable overnight courier service and
addressed as follows:

To the Franchising Authority:
County Administrator
Goochland County
P.O. Box 10
Goochland VA 23063

With a copy to:

Of?ce of the County Attorney
Goochland County

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PO. Box 10
Goochland VA 23063

To the Grantee:

Comcast

5401 Staples Mill Road

Richmond VA 23228

Attn: Director, Government Affairs

And to:

Comcast Cable Communications, Inc.
1301 McCormick Drive, 4?h Floor
Largo, MD 20774

Attn.: VP, Government Affairs

The Grantee shall at all times keep the County advised as to which individual(s)
are authorized to act on behalf of the Grantee and whose acts will be considered to bind
the Grantee.

13.3. Entire Agreement. This Franchise Agreement, including all Exhibits,
embodies the entire understanding and agreement of the Franchising Authority and the
Grantee with respect to the subject matter hereof and supersedes all prior understandings,
agreements and communications, whether written or oral.

13.4. Severability. If any section, subsection, sentence, clause, phrase, or other
portion of this Franchise 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. If the Grantee believes that the terms
of the Franchise Agreement or any County law or regulation con?ict with any state or
federal law or regulation, the Grantee shall notify the Franchise Authority immediately
upon learning of the con?ict.

13.5. Governing Law. This Franchise Agreement shall be deemed to be
executed in the Commonwealth of Virginia, and shall be governed in all respects,
including validity, interpretation and effect, and construed in accordance with, the laws of
the Commonwealth of Virginia, as applicable to contracts entered into and performed
entirely within the Commonwealth and the venue for any litigation with respect thereto
shall be in the Circuit Court for Goochland County, Virginia, or the Federal District
Court with jurisdiction over Goochland County. The provisions of this paragraph shall
control over any contrary provisions in the contract documents. The Grantee shall
comply with applicable federal, state and local laws and regulations.

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13.6. Modi?cation. No provision of this Franchise Agreement shall be
amended or otherwise modi?ed, in whole or in part, except by an instrument, in writing,
duly executed by the Franchising Authority and the Grantee, 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.

13.7. No Third-Party Bene?ciaries. Nothing in this Franchise Agreement is or
was intended to confer third-party bene?ciary status on any member of the public to
enforce the terms of this Franchise Agreement.

13.8. No Waiver of Rights. Nothing in this Franchise Agreement shall be
construed as a waiver of any rights, substantive or procedural, either party may have
under federal or state law unless such waiver is expressly stated herein.

13.9. Binding Acceptance. This Agreement shall bind and bene?t the parties
hereto and their respective heirs, bene?ciaries, administrators, executors receivers,
trustees, and the promises and obligations herein shall survive the expiration date hereof.

13.10. Each Party bears its own cost. Unless otherwise expressly provided in this
Agreement, all acts that the Grantee is required to perform must be performed at
Grantee?s own expense. Unless otherwise expressly provided in this Agreement, all acts
that the County is required to perform must be performed at the County?s own expense.

13.11. No Evasion. The Grantee shall not take any action to evade any provision
of this Agreement. This provision shall be read to prohibit, among other things, the
Grantee from requiring any Customer to waive any right (including without limitation
privacy rights) as a condition of obtaining Cable Service.

13.12. Time of Essence. In determining whether the Grantee has substantially
complied with this Agreement, the parties agree that time is of the essence.

13.13. Captions and References. The captions and headings of Sections
throughout this Agreement are intended solely to facilitate reading and reference to the
Sections and provisions of this Agreement. Such captions shall not affect the meaning or
interpretation of this Agreement

13.14. Understanding and Consent. This Agreement is freely and voluntarily
given by each of the parties, without any duress or coercion, and after each party has
consulted with its counsel. Each party and its counsel have participated fully in the
review and revision of this Agreement, and any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in interpreting
this Agreement. Each party hereto has carefully and completely read all of the terms and
provisions of this Agreement, and acknowledges that, to the best of its knowledge, each
provision is law?il and enforceable.

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IN WITNESS WHEREOF, this Franchise Agreement has been executed by the duly
authorized representatives of the parties as set forth below, as of the date set forth below:

Att t: Goochland County:

I ALE)   By: (DiCth

Name:  T1 Di @155: CW 
Title: Ad rmml'i?lTL. (21/

 

Comcast of Massachusetts/Virginia, Inc.

Attest: .

M4 By: (W 
I Name: 77/0/[745 goog/fL/N
ppmvedgt: me: .

Title: 5871/!014 P.
County AttoVeN

Dated: June 9, 2011

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