The retirement plan for the employees of the City of Oxford, Georgia is set forth in and subject to the terms and conditions stated in the following Adoption Agreement, the Georgia Municipal Employees Benefit System (GMEBS) Master Defined Benefit Plan Document, hereinafter referred to as "Master Plan," and the GMEBS Trust Agreement.

A 1.2 Georgia Municipal Employees Benefit System (GMEBS) Defined Benefit Plan Adoption Agreement

A. Administrator.

Georgia Municipal Employees Benefit System

201 Pryor Street, SW

Atlanta, Georgia 30303

Telephone: 404-688-0472

Facsimile: 404-577-6663

B. Adopting Employer. The City of Oxford, Georgia

C. Governing Authority.

Name: Mayor and Council

Address: 110 W Clark Street, Oxford, Georgia 30054-2274

Phone: (770) 786-7004

Facsimile: (770) 786-2211

D. Plan Representative.

Name: City Clerk

Address: 110 W. Clark Street, Oxford, Georgia 30054-2274

Phone: (770) 786-7004

Facsimile: (770) 786-2211

E. Pension Committee. Members of Pension Committee shall be determined in accordance with Article XIV of Master Plan which is incorporated by reference as if fully set out herein.

Pension Committee Secretary: City Clerk

Address: 110 W Clark Street, Oxford, Georgia 30054-2274

Phone: (770) 786-7004

Facsimile: (770) 786-2211

F. Type of Adoption. This is an amendment and restatement of the current Georgia Municipal Employees Benefit System defined benefit plan or other defined benefit plan of the City of Oxford.

G. Effective Date. Except as otherwise specifically provided in the Master Document or in this Adoption Agreement, the effective date of this restatement shall be January 1, 2003. This Plan is adopted as an amendment and restatement of the employer's preexisting GMEBS plan, which became effective on January 1,1984.

H. Plan Year. Plan year means calendar year.

I. Classes of Eligible Employees. Only employees of the City of Oxford who meet the Master Plan's definition of "employee" may be covered under the Adoption Agreement. Independent contractors, leased employees, and nonresident aliens may not participate in the Plan.

1. Eligible Regular Employees. Regular employees include employees, other than elected or appointed members of the governing authority or municipal legal officers, who are regularly employed in the services of the City of Oxford. Subject to the other conditions of the Master Plan and the Adoption Agreement, all regular employees, provided they satisfy the minimum hour and other requirements specified under "Eligibility Conditions" below, are eligible to participate in the Plan.

2. Elected or appointed members of the governing authority are not eligible to participate in the Plan.

3. Municipal legal officers are not eligible to participate in the Plan.

J. Eligibility Conditions.

1. Hours per Week (Regular Employees). The minimum number of hours per week which are required to be scheduled and worked by regular employees in order for them to become and remain "eligible regular employees" under the Plan is twenty (20) hours/week (regularly scheduled)

2. Months per Year (Regular Employees). The minimum number of months per year which are required to be scheduled and worked by regular employees in order for them to become and remain "eligible employees" under the Plan is at least five (5) months per year (regularly scheduled). It is the responsibility of the City of Oxford to determine whether these requirements are and continue to be satisfied.

K. Waiting Period for Regular Employees. Unless otherwise specified by the City of Oxford in an addendum to this Adoption Agreement, regular employees shall be required to complete one (1) year of continuous, uninterrupted service with the City of Oxford before they qualify for participation in the Plan. The determination as to whether the waiting period has been satisfied. shall be made in accordance with provisions of the Master Plan.

L. Establishing Participation in the Plan. Participation in the Plan is considered mandatory for all eligible employees who satisfy the eligibility conditions specified in the Adoption Agreement.

M. Credited Service. In addition to current credited service, the City of Oxford may include as credited service the following types of service:

1. Credited Past Service. The number of years and complete months of service with the City of Oxford prior to the date an eligible employee becomes a participant which are treated as credited service under the Plan.

a. Eligible Employees Employed on Effective Date of GMEBS Plan. With respect to eligible employees who are employed by the City of Oxford on the original effective date of the employer's GMEBS Plan, service with the City of Oxford prior to the date the eligible employee becomes a participant (including any service prior to the effective date of the Plan) shall be treated as follows: All service prior to the date the eligible employee becomes a participant shall be credited (as credited past service).

b. Previously Employed, Returning to Service after Effective Date. If an Eligible employee is not employed on the original effective date of the employer's GMEBS Plan, but he returns to service with the City of Oxford sometime after the Effective date, his service prior to the date he becomes a participant (including any service prior the effective date) shall be treated as follows: all service prior to the date the eligible employee becomes a participant shall be credited (as credited past service), provided that after his return to employment, the eligible employee performs service equal to the period of the break in service or one (1) year, whichever is less. Any limitations imposed above with respect to eligible employees employed on the effective date shall also apply.

c. Eligible Employees Initially Employed After Effective Date. If an eligible employee's initial employment date is after the original effective date of the employer's GMEBS Plan, his Credited past service shall include only the number of years and complete months of service from his initial employment date to the date he becomes a participant in the plan.

d. Newly Eligible Classes of Employees. If a previously ineligible class of employees becomes eligible to participate in the plan, the employer must specify in an addendum to this Adoption Agreement whether and to what extent said employees' prior service with the employer shall be treated as credited past service under the Plan.

2. Prior Military Service.

NOTE: This Section does not concern military service required to be credited under USERRA. See Article III, Section 2 of the Master Plan for rules on the crediting of USERRA Military Service.

a. The City of Oxford may elect to treat military service rendered prior to a participant's initial employment date or reemployment date as credited service under the Plan. Unless otherwise specified by the employer under "Other Conditions" below, the term "military service" shall be as defined in the Master Plan. Except as otherwise required by federal or state law or under "Other Conditions" below. Military Service shall not include service which is credited under any other local, state, or federal retirement or pension plan.

b. Military Service credited under this Section shall not include any service which is otherwise required to be credited under the Plan by federal or state law. Prior Military Service shall be treated as follows: Prior Military Service is not creditable under the Plan.

c. Limitations on Service Credit Purchases. For purposes of this Section and the following section concerning prior governmental service credit, the term "actuarial cost of the service credit" means the present value of the accrued benefit relating to such additional service credit determined as of the payment date and calculated based upon the assumptions specified in Article XII, Section 7 of the Master Plan.

In the case of a service credit purchase, the participant shall be required to comply with any rules and regulations established by the GMEBS Board of Trustees concerning said purchases. The employer may elect to allow employees to make the purchase through payroll deduction and the employer may pick-up the amount to be contributed by the employee in accordance with Internal Revenue Code Section 414(h) and the Plan, subject to any conditions contained in GMEBS' rules and regulations concerning service credit purchases.

3. Prior Governmental Service. Prior governmental service is not creditable under the Plan.

4. Unused Sick/vacation/personal Leave. Unused leave shall not be treated as credited service.

N. Retirement Eligibility.

1. Early Retirement Qualifications. Early retirement qualifications are as follows:

a. Attainment of age fifty-five (55).

b. Completion of ten (10) years of total credited service.

2. Normal Retirement Qualifications.

a. Regular Employees. Normal retirement qualifications for regular employees are as follows:

(1) Attainment of age sixty-five (65).

(2) Completion of five (5) years of total credited service.

3. Disability Benefit Qualifications. Subject to the other terms and conditions of the Master Plan, disability retirement qualifications are based upon Social Security Administration award criteria or as otherwise provided under Article II, Section 19 of the Master Plan.

To qualify for a disability benefit, a participant is not required to have a minimum number of years of total credited service:

O. Retirement Benefit Computation.

1. Maximum Total Credited Service. There is no limit on the number of years of total credited service which may be used to calculate a benefit.

2. Monthly Normal Retirement Benefit Amount.

a. Regular Employees. The monthly normal retirement benefit for Eligible regular employees shall be one twelfth (1/12) of one and three fourths percent (1.75%) of the final average earnings multiplied by years of total credited service as an eligible regular employee.

For participants terminated on or after September 1, 2000 but prior to July 1, 2002, one and one-half percent (1.5%) of final average earnings multiplied by years of total credited service as an eligible regular employee.

For Participants terminated prior to September 1, 2000, one percent (1.0%) of final average earnings up to the amount of covered compensation, plus one and three-fourths percent (1.75%) of final average earnings in excess of said covered compensation, multiplied by years of total credited service as an eligible regular employee. For purposes of this provision, "covered compensation" shall mean the portion of the A.I.M.E. (Average Indexed Monthly Earnings), annualized, as defined by the December, 1977 amendments to the federal O.A.S.D.I., not subject to the fifteen percent (15%) benefit rate as defined in the amendments and as adjusted to the year of termination of employment as provided for in said amendments.

b. Final Average Earnings. Final Average Earnings Is Defined as the Annual Average of Earnings Paid to a Participant by the City of Oxford for the five (5) consecutive years (twelve {12} month periods) of credited service preceding the participant's most recent termination in which the participant's earnings were the highest.

NOTE:GMEBS has prescribed forms for calculation of final average earnings that must be used for this purpose.

c. Monthly Early Retirement Benefit Amount. The monthly early retirement benefit shall be computed in the same manner as the monthly normal retirement benefit, but the benefit shall be reduced on an actuarially equivalent basis in accordance with Article XII, Section 1 of the Master Plan to account for early commencement of benefits.

d. Monthly Late Retirement Benefit Amount. The monthly late retirement benefit shall be computed in the same manner as the normal retirement benefit, based upon the participant's accrued benefit as of his late retirement date.

e. Monthly Disability Benefit Amount. The monthly disability benefit shall be computed in the same manner as the normal retirement benefit, based upon the participant's accrued benefit as of his disability retirement date.

(1) Minimum disability benefit. The employer elects a minimum disability benefit of the following:

(a) No minimum is established.

(b) Not less than twenty percent (20%) of the participant's average monthly earnings for the twelve (12) calendar month period immediately preceding employment as a result of a disability.

f. Distributions for Those Who Remain in Service after Normal Retirement. Distribution of retirement benefits is not permitted until the participant has terminated employment and otherwise qualifies for receipt of benefits.

g. Cost of Living Adjustment. No cost-of-living adjustment is provided.

h. Re-employment after Retirement.

(1) Reemployment After Normal Retirement. In the event a retired participant is reemployed with the employer as an eligible employee after his normal retirement date, the participant's benefit shall be suspended in accordance with Article VI, Section 6(a) of the Master Plan for as long as the participant remains employed.

(2) Reemployment After Early Retirement. In the event a participant retires with an early retirement benefit and is reemployed with the employer as an eligible employee before his normal retirement date, the participant's early retirement benefit shall be suspended in accordance with Article VI, Section 6(a) of the Master Plan for as long as the Participant remains employed.

P. Termination of Employment Before Retirement; Vesting for Eligible Regular Employees. Subject to the terms and conditions of the Master Plan, a participant who is an eligible regular employee and whose employment is terminated for any reason other than death or retirement shall earn a vested right in his accrued retirement benefit. Benefits shall be one hundred percent (100%) vested after the participant has a minimum of five (5) years of total credited service. Benefits remain zero percent (0%) vested until the participant satisfies this minimum.

Q. Pre-retirement Death Benefits.

1. In-service Death Benefit. Subject to the terms and conditions of the Master Plan, the employer hereby elects the following in-service death benefit, to be payable in the event that an eligible participant's employment with the employer is terminated by reason of death prior to retirement.

a. Actuarial Reserve Death Benefit. A monthly benefit payable to the participant's pre-retirement beneficiary, actuarially equivalent to the reserve required for the participant's anticipated normal retirement benefit, provided the participant meets the following eligibility conditions: the participant must have five (5) years of total credited service.

b. Imputed Service. For purposes of computing the actuarial reserve death benefit, the participant's total credited service shall include the total credited service accrued prior to the date of the participant's death.

R. Terminated Vested Death Benefit. Subject to the terms and conditions of the Master Plan, the employer hereby elects the following terminated vested death benefit:

1. Auto A Death Benefit. A monthly benefit payable to the participant's pre-retirement beneficiary, equal to the decreased monthly retirement benefit that would have otherwise been payable to the participant had he elected a one hundred percent (100%) joint and survivor benefit under Article VII, Section 3 of the Master Plan.

S. Employee Contributions. Employee contributions are not required.

T. Employer Adoption. The City of Oxford hereby agrees to abide by the Master Plan, Trust Agreement, bylaws, and rules and regulations adopted by the Board of Trustees of GMEBS, as each may be amended from time to time, in all matters pertaining to the operation and administration of the Plan. It is intended that the act creating the Board of Trustees of GMEBS, the bylaws of the Board, the rules and regulations of the Board, and this Plan are to be construed in harmony with each other. In the event of a conflict between the provisions of any of the foregoing, they shall govern in the following order:

1. The act creating the Board of Trustees of the Georgia Municipal Employees Benefit System, O.C.G.A. Section 47-5-1 et seq. and any other applicable provisions of O.C.G.A. Title 47;

2. The bylaws of the Board;

3. The rules and regulations of the Board;

4. This Ordinance and Adoption Agreement.

In the event that any section, subsection, sentence, clause or phrase of this Plan shall be declared or adjudged invalid or unconstitutional, such adjudication shall in no manner affect the previously existing provisions or the other section or sections, subsections, sentences, clauses or phrases of this Plan, which shall remain in full force and effect, as if the section, subsection, sentence, clause or phrase so declared or adjudicated invalid or unconstitutional were not originally a part hereof. The governing authority hereby declares that it would have passed the remaining parts of this Plan or retained the previously existing provisions if it had known that such part or parts hereof would be declared or adjudicated invalid or unconstitutional.

The City of Oxford understands that failure to properly complete this Adoption Agreement may result in the City of Oxford's plan not being qualified under the Internal Revenue Code. The City of Oxford also agrees it will inform the Board of any amendments to this Adoption Agreement, its Plan, or the discontinuance, abandonment or termination of its Plan.

(Effective 1/1/03)

APPENDIX 2. CONSECUTIVE SYSTEM AGREEMENT

A. This Agreement entered into and between Newton County, a political subdivision of the State of Georgia acting by and through its Board of Commissioners; The City of Porterdale, City of Covington, City of Oxford, City of Mansfield, City of Newborn, all public bodies corporate and political of the State of Georgia, all acting by and through their Mayors and Councils and the Newton County Water and Sewerage Authority a body created as a subdivision of the State of Georgia, pursuant to constitutional and statutory provisions of Georgia laws as to contracts and agreements between governmental bodies.

B. This Consecutive System Agreement between Newton County (Cornish Creek Water Treatment Facility or Parent System ID#2170097 Lab #029 (hereby referred to as the "County") and the consecutive water systems of Newton County Water and Sewerage Authority ID# 2170004 (hereby referred to as "The Authority"), City of Oxford ID# 2170020 (hereby referred to as "Oxford"), City of Mansfield ID# 2170002 (hereby referred to as Mansfield"), City of Newborn ID# 2170003 (hereby referred to as "Newborn"), City of Porterdale ID# 2170014 (hereby referred to as "Porterdale"), and the City of Covington ID# 2170001 (hereby referred to as "Covington") "shall be operative and in effect for twenty five (25) years and administered as hereinafter set forth."

1. The Consecutive water system obtains all of its water from a single source the County system ID# 2170097.

2. Mansfield is the only system within the consecutive system with an emergency source of water. The two (2) wells of Mansfield will not be used except for emergency basis and will notify the County System of such use as defined by the EPD, as to comply with emergency and consecutive system status.

3. The County System shall be responsible for all monitoring and reporting required by the Georgia Rules for Safe Drinking Water for each of the systems covered by the consecutive system agreement. The County System shall be responsible for all sampling procedures by the state and federal drinking water regulations. This shall include:

a. The Total Coliform Rule.

b. Lead and Copper Rule

c. Phase 2&5 Rule

d. Surface Water Treatment Rule

e. Disinfection By-Products Rule

f. THMs

and any and all future monitoring and reporting regulations required by state and federal drinking water rules. The Consecutive System shall be responsible for notifying the County of updates of number of people served as required pertaining to their community.

4. Consecutive Systems shall be held responsible for violations of the rules found within their original communities. The individual systems shall conduct the public notification, provide public notice certification to the County and be responsible for any and all civil penalties and payment of fines that are issued.

The County shall be responsible for providing proof of public notice certification by the consecutive system to the EPD and the collection and submittal to EPD of penalties and fines issued by EPD.

5. Any and all treatment processes required by the Georgia Rules for Safe Drinking Water shall be the responsibility of the County. The operation, maintenance, control, and method of application shall be the responsibility of the County. Any upgrades and rule changes concerning treatment processes shall be addressed to the County and shall be the responsibility of the County to implement.

6. Any costs incurred by parent system as a result of administering the Consecutive System shall be funded by parties to Agreement. Each party shall pay as their portion of cost such percentage of total cost as their usage of water relates to the total production and use of water.

7. Consecutive Systems status does not relieve original permittees from the following responsibilities:

a. Maintenance of distribution system including taps, repair, flushing and general upkeep of original system.

b. Customer service requirements including meter reading and upkeep of meter system. All outside correspondence and communication shall be directed to Newton County through Newton County Cornish Creek Reservoir.

Cornish Creek Water Treatment Facility

1112 Williams Street

Covington, Georgia 30209

APPENDIX 3. AGREEMENT BETWEEN THE CITY OF OXFORD AND THE OXFORD HISTORICAL CEMETERY FOUNDATION, INC.

That Oxford's City cemetery, often referred to as Oxford Historical Cemetery (hereinafter "the Cemetery"), is a creature of the City of Oxford and is owned by the City along with the plot holders owning certain lots located therein.

That the Foundation's object and efforts have been and continue to be "to discover, procure and preserve whatever may relate to the natural, civic, literary and ecclesiastical history of the Oxford Cemetery in general and to the maintenance, care and preservation thereof."

That both parties enter into this Agreement for the purpose of the administering of the Cemetery to best serve the citizens of the City of Oxford, the persons owning plots located therein and the beautification and administration of the Cemetery itself.

The parties hereto agree as follows:

1. The term of this Agreement will be for an initial period of five (5) years, renewable as set forth written hereafter.

2. That the City has the responsibility to insure that the Cemetery is adequately maintained; and the City specifically sets forth that it is the City's intent and purpose to insure the perpetual care of all plots and property located within the boundaries of the Cemetery.

3. It is the City's desire to contract with the Foundation for the providing of the maintenance and care of the Cemetery; however, it is understood and is agreed between the parties hereto, that the City shall be responsible for the upkeep of the streets throughout the Cemetery and for major improvements as may be designated to the Cemetery. The purpose of this concentrated effort by the City is to facilitate the Foundation's ability to maintain the Cemetery.

4. That it is the express purpose of this Agreement, by both parties, to provide perpetual care to all plots in the Oxford Cemetery wherein the owners of same have paid to the City or the Foundation monies for the perpetual care thereof.

5. That the Foundation agrees, according to the terms set out hereafter, to direct, manage, maintain and keep said Cemetery in a good state of upkeep, showing no favoritism toward any one section, location or portion of said Cemetery and in doing so, the Foundation agrees to take such action and measures so as to maintain Cemetery as per this Agreement. At any time the City feels that the Cemetery is not being so maintained, shall notify Foundation in writing of such concerns.

6. That the City shall be responsible for the sale of plots in the Cemetery under terms and conditions that the City may from time to time deem appropriate. The City shall maintain accurate records showing the location in the Cemetery of plots sold, designating the length and width of said plots and the number of grave sites located therein. The City will notify the Foundation of such sales and will provide the Foundation with records relating to the sales thereof on an annual basis or more often at the Foundation's request.

7. That as payment thereof it is agreed that the City shall pay to the Foundation seventy-one percent (71%) of such amounts as collected by the City for each gravesite for the maintenance as set forth above. It is anticipated by both parties that these sums plus the earnings from the Foundation's current assets and future anticipated funds from gifts, donations, grants and lot sales will eventually produce sufficient annual earnings to pay the then current and future annual maintenance obligations. If the Foundation's annual income and the contributions by the City for maintenance should not be sufficient to pay the maintenance costs of the Cemetery, the City shall reimburse the Foundation for the shortage thereof. All proceeds thus generated shall be paid on a quarterly basis, with the first payment being due on January 1, 2005, and each quarter thereafter during the year. The proceeds of these payments shall be used by the Foundation to meet current or near-future maintenance obligations or may be added to the trust corpus to generate future earnings if the amount set forth above exceeds the cost of said maintenance. All funds as provided, by the City herein, except those funds needed for annual maintenance, shall be retained in a special bookkeeping account by the Foundation. Should at any time the contract between the City and the Foundation not be renewed or is terminated, all funds and profits retained from these monies shall revert

to the City.

8. That in addition to the above, the Foundation agrees to maintain records relating to its operations and the performance of this Agreement, in a business-like manner, suitable for auditing. The City shall at its own expense have the right, at reasonable times, to examine or audit the records of the Foundation relating to the performance of this Agreement including records, relating to income and expenditures, and to make and preserve copies thereof.

9. The parties agree to use their best efforts to resolve any dispute as to the interpretation or application of this Agreement. Any dispute must be reported in writing by one party to the other within ninety (90) days after the complaining party becomes aware of facts giving rise to the dispute, or it will be waived. The parties shall have sixty (60) days to resolve the dispute. Any dispute left unresolved after that period will be decided by a panel of three (3) persons, one (1) appointed by the City, one (1) by the Foundation, and one (1) by the two representatives. If the representatives cannot agree, the Chief Judge of Newton County Superior Court shall appoint the third panel member. The panel shall receive written submissions by the parties within thirty (30) days after the panel is selected, and shall render its decision, without opinion, within thirty (30) days after submission of such written material. Each party shall bear its own costs.

10. The City and Foundation shall not discriminate based on race, color, religion, sex or sexual orientation, or national origin in the performance of this Agreement. In addition, neither party shall discriminate on any basis in the selections of persons dealing with the operation of the Cemetery nor the appointment of members to any committee, board, director or trustee.

11. No officer or member of the Foundation, nor the City, shall serve in the future hereafter with compensation for Cemetery work or business unless agreed to by both parties.

12. This Agreement will supersede all prior Agreements or understandings of the parties, and will be effective when signed by an authorized representative of the Foundation and by the Mayor of the City. Unless such execution occurs, the provisions of this memorandum are not binding.

That this agreement may be renewed by the parties for an additional five (5) year period at the expiration of this contract.

(Approved 2/5/06)

APPENDIX 4. FRANCHISE ORDINANCES

A 4.1 Franchise Agreement to Provide Cable Services between the City of Oxford and the City of Covington, June 18, 1999

A. Grant of Authority.

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

a. Certain Actions by the Supplier Before Execution. Prior to the execution of this Agreement, the supplier has satisfied certain conditions prior to the Franchising Authority's granting of the renewal of this Agreement by delivering to the Franchising Authority the following:

(1) A certificate of liability insurance pursuant to Section A 4.10(A) herein; and

(2) Evidence of payment of franchise fees for the period up to the effective date of the renewed franchise.

2. Term of Franchise. The franchise shall commence upon the effective date and shall expire on April 2014, unless the franchise is renewed or the franchise is sooner terminated pursuant to this Agreement by the revocation of the franchise as provided in Section A 4.9. Upon termination of the franchise, all rights of the supplier in the franchise shall cease, and the rights of the Franchising Authority and the supplier to the system, or any part thereof, shall be determined as provided in Section A 4.9.

3. Renewal. Subject to Section 626 of the Cable Act (47 U.S.C. § 546) and such terms and conditions as may be established by the Franchising Authority, the Franchising Authority reserves the right to grant or deny renewal of the franchise agreement.

4. Reservation of Authority. Nothing in this Agreement shall

a. Abrogate the right of the Franchising Authority to perform any public works or public improvements of any description,

b. Be construed as a waiver of any codes or ordinances of the Franchising Authority or of the Franchising Authority's right to require the supplier or any person utilizing the system to secure the appropriate permits or authorizations for such use, or

c. Be construed as a waiver or release of the rights of the Franchising Authority in and to the streets. In the event that all or part of the streets within the franchise area are eliminated, discontinued and closed, the franchise shall cease with respect to such streets upon the effective date of the final action of the Franchising Authority with respect thereto.

A 4.2 The System

A. The System and Its Operations.

1. General Obligation. The supplier shall construct, operate, maintain, and upgrade the system as provided in this Agreement. Without limiting the foregoing, the system shall have, throughout the term of this Agreement, at least eight (8) activated downstream video channels on the subscriber network and the other characteristics set forth in Supplement B.

2. Testing Procedures: Technical Performance. Throughout the term of this Agreement, the supplier shall operate and maintain the system in accordance with the testing procedures and the technical performance standards of the FCC in effect from time to time.

3. Emergency Override. Throughout the term of the franchise, the system will be equipped such that, in the event of an emergency, as determined by the Franchising Authority, audio and video signals being distributed over the system shall be subject to interruption for the delivery of appropriate signals necessitated by such emergency. The emergency override system will be operated in accordance with Supplement B and rules and regulations issued by the Franchising Authority as permitted by applicable law.

B. Requirements with Respect to Work on the System.

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

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

A 4.3 Service Obligations

A. Service to All Persons. The Supplier shall make all services distributed over the system available to every dwelling unit within the franchise area reaching the minimum density of at least twenty-five (25) dwelling units per mile. Service shall be offered to all new homes or previously unserved single dwellings located within one hundred and fifty feet (150') of supplier's feeder cable. Service to new subdivisions shall be offered when residences meet the above criteria or are thirty percent (30%) inhabited. The supplier may elect to offer services to areas not meeting the above standards.

B. Programming Services. The supplier shall offer to all subscribers a diversity of video programming services.

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

D. Service to Governmental and Institutional Facilities. The Supplier shall provide wiring and free expanded basic service to the following governmental, educational and institutional facilities that are located in the franchise area and are adjacent to cable service: Oxford City Hall.

E. PEG Access. In accordance with Section 611 of the Cable Act (47 U.S.C. § 531), the supplier agrees to provide channel capacity to be designated for public, educational or governmental ("PEG") use and related equipment and facilities, services and/or financial support for the development and use of PEG access. The capacity and related equipment and facilities, services and financial support to be provided shall be determined in light of community needs and interests and shall be made available by the supplier upon twelve (12) months advance notice given by the Franchising Authority. The terms and conditions of such PEG access channels and related support as agreed upon between the Franchising Authority and the supplier shall be attached to this Agreement in Supplement G. In accordance with Section 611 of the Cable Act (47 U.S.C. § 531), the Franchising Authority may require rules and procedures for the use of PEG capacity and shall prescribe rules and procedures to govern the supplier's use of the PEG channel capacity when it is not in use for PEG access purposes.

A 4.4 Fees and Charges

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

B. Prohibitio