The Company shall comply with all applicable customer service standards of the Federal Communications Commission, as may be set forth in the applicable sections of the Code of Federal Regulations, including without limitation 47 C.F.R. §§ 76.309, 76.1602, 76.1603, 76.1604, and 76.1619. To the extent such standards are in conflict with those set forth in Section 22-187 of the Cable Ordinance, the parties agree that the federal standards shall prevail.

If this franchise ordinance is terminated, the Company shall comply with all further requirements as set forth in the Cable Ordinance.

This cable television franchise agreement shall be known and may be cited as the "Cox Cable Franchise."

The word "City" as used herein shall mean The City of Mustang, Oklahoma, and the word "Company" as used herein shall mean CoxCom, LLC, d/b/a Cox, a limited liability company organized and existing under the laws of the State of Delaware and licensed to do business in the State of Oklahoma, and its successors and assigns. All of the definitions contained in section 22-102 of the Cable Ordinance, as it may be amended from time to time, are expressly incorporated herein.

The City hereby grants to the Company a non-exclusive Franchise to install, construct, operate and maintain a Cable System and to provide Cable Services under such terms and conditions as are set forth in this Agreement. This franchise does not grant the Company any right of eminent domain. This franchise does not grant the authority to Company to provide telecommunications information services, nor may such services, if provided by Company, be regulated pursuant to this franchise. Any requirement, duty, obligation, or privilege arising from the Cable Ordinance not specifically mentioned herein, is incorporated into this Franchise Agreement just as if it had been fully set forth.

This Franchise is granted for the entire corporate boundaries of the City as of the Effective Date of December 1, 2015, and shall also include any additions thereto, by annexation or other legal means, during the term of the Franchise. The Company shall provide Cable Service to the entire franchise area pursuant to Section 22-181 of the Cable Ordinance.

The Company shall not deny access to Cable Service to any group of potential residential cable subscribers because of the income of the residents of the local area in which such group resides. The Company shall comply with all applicable local, state and federal nondiscrimination statutes and regulations.

The Company shall comply with all applicable federal, state and local laws and standards with respect to the construction, maintenance and operation of a cable system.

The City hereby grants to the Company the right and privilege, for a term of ten (10) years, commencing on December 1, 2015, to construct, erect, operate, modify and maintain, in, upon, across, above, over and under the streets, alleys, easements and other public ways and places now laid out or dedicated within the City, and all extensions thereof or additions thereto within the City, such towers, antennas, cables, electronic equipment and other network appurtenances necessary for the operation and maintenance of a Cable System within the City.

The rights and privileges granted by this Franchise are expressly made subject to and shall be limited by: (1) the provisions of the Cable Ordinance, as it presently exists or may hereafter be amended; (2) the provisions of this Franchise Agreement entered into by and between The City and the Company; (3) the City's City Charter; (4) the Oklahoma State Constitution; (5) Oklahoma State law; and (6) the Federal Cable Act of 1984, as amended.

This Franchise Ordinance shall become effective on December 1, 2015. The Oklahoma Attorney General has opined (2002 OK AG 21) that the Oklahoma Constitutional provision requiring a vote of the people to approve the grant or renewal of franchises is preempted by 47 U.S.C. §§ 541 and 546 of the Communications Act of 1934 as amended; therefore, renewal of this franchise shall not be submitted to a vote of the citizens of the City of Mustang.

Nothing in this Agreement shall be construed to prevent the City from granting a cable franchise to any other person, firm or corporation. The City shall comply with applicable law concerning the granting of additional cable franchises. In the event the City grants any other entity a cable franchise with terms and conditions that are more favorable or less burdensome, to use the public streets or rights-of-way to deliver cable services to residents, the Company may request that this Cable Franchise be modified consistent with applicable law.

Neither the Company nor the City shall be relieved of its obligations to comply, promptly and completely, with any provision of the Franchise by reason of any failure of the other party to promptly enforce compliance with this Franchise, nor does either party waive or limit any of its rights under this Franchise by reason of such failure or neglect.

The Company may perform all construction in the Public Rights-of-Way for any facility needed for the maintenance, operation or extension of the Company's Cable System, subject to the terms of this Franchise, the Mustang Municipal Code and generally applicable laws.

All work authorized and required hereunder shall be done in a safe, thorough and workmanlike manner. All equipment shall be durable and installed and maintained in accordance with good engineering practices and comply with applicable law.

To the extent it makes economic sense, the Company shall joint trench or share bores or cuts and work with other providers (such as, but not limited to, telecommunications, gas and electric companies), licensees, permittees and franchisees so as to reduce the number of Public Right-of-Way cuts within the City. The Company may request assistance from the City to facilitate access to joint trenches or shared bores that are approved by the City.

At the expiration of the term for which this Franchise is granted, or upon the expiration of any renewal or extension period which may be granted, the City shall, subject to any other lawful and valid authorizations the Company may have to use the System in Public Rights-of-Way, have the right to require the Company, at the Company's sole expense: (i) to remove all portions of the System from all Rights-of-Way within the City; and (ii) to restore affected sites to their original condition. The City may not order removal of the System, or portions thereof, until the parties have exhausted all applicable processes governing cable franchise renewals set forth in 47 U.S.C. §546. Should the Company fail, refuse or neglect to comply with the City's directive, all portions of the System, or any part thereof, may at the option of the City become the sole property of the City, at no expense to the City, or be removed, altered or relocated by the City at the cost of the Company. The City shall not be liable to the Company for damages resulting from such removal, alteration or relocation.

(a)

The City agrees not to unreasonably block, restrict, or limit the construction, installation, maintenance or upgrade of Company's Cable system.

(b)

The City agrees to process any and all applicable permits for the installation, construction, maintenance, repair, removal, and other activities associated with the placement of Company's communications or transmission facilities of any kind in a timely and prompt manner.

In addition to complying with the construction and street occupancy standards set forth in the Mustang Municipal Code, the Company shall comply with the following:

(a)

The Company shall utilize existing poles, conduits and other facilities whenever possible, and shall not construct or install any new, different or additional poles, conduits, or other facilities, on public property, until written approval of the City, is obtained, which approval by the City shall not be unreasonably withheld. However, no location of any pole or wire-holding structure of the Company shall be a vested interest and such poles or structures shall be removed or modified by the Company at its own expense whenever the City determines that the public convenience would be enhanced thereby.

(b)

The facilities of the Company shall be installed underground in those areas of the City where existing telephone and electric services are both underground at the time of network construction. In the areas where either telephone or electric utility facilities are installed aerially at the time of network construction, the Company may install its facilities aerially with the understanding that at such time as the existing aerial facilities are required to be placed underground by the City, the Company shall likewise place its facilities underground.

(c)

The Company shall notify the City prior to beginning any work, of the Company's intention to commence any construction in any streets. The City shall cooperate with the Company in granting any permits required, providing such grant and subsequent construction by the Company shall not unduly interfere with the use of such streets and that proposed construction shall be done in accordance with applicable ordinances.

(d)

All transmission lines, equipment and structures shall be so installed and located as to cause minimum interference with the rights and reasonable convenience of property owners and at all times shall be kept and maintained in a safe, adequate and substantial condition, and in good order and repair. The Company shall at all times use ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public. Suitable barricades, flags, lights, flares or other safety devices shall be used at such times and places as are reasonably required for the safety of all members of the public. Any poles or other fixtures placed in any public way by the Company shall be placed in such a manner as not to interfere with the usual travel on such public way.

(e)

The Company shall, at its own expense and in a manner approved by the City, restore to City standards and specifications any damage or disturbance caused to the public way as a result of its operations or construction on its behalf. Company shall guarantee and maintain such restoration for a period of one year against defective materials or workmanship.

(f)

Whenever, in case of fire or other disaster, it becomes necessary in the judgment of the City Manager or the Chief of the Fire or Police Department, to remove or damage any of the Company's facilities, no charge shall be made by the Company against the City for restoration and repair, unless such acts taken by the City amount to gross negligence.

(g)

The Company shall have the authority to trim trees on public property at its own expense as may be necessary to protect its wires and facilities, subject to the supervision and direction of the City. Trimming of trees on private property shall require written consent of the private property owner.

(h)

The Company at its expense shall protect, support, temporarily disconnect, relocate, or remove any property of the Company when in the opinion of the City Manager the same is required by reason of traffic conditions, public safety, street vacation, freeway or street construction or reconstruction, change or establishment of street grade, installation of sewers, drains, water pipes, power lines, signal lines, transportation facilities, tracks, or any other types of structures or improvements by governmental agencies whether acting in a governmental or a proprietary capacity, or any other structure or public improvement, including, but not limited to, movement of buildings, urban renewal and redevelopment, and any general program under which the City shall undertake to cause all such properties to be located beneath the surface of the ground. The Company shall in all cases have the privilege, subject to the corresponding obligations, to abandon any property of the Company in place. Nothing hereunder shall be deemed a taking of the property of the Company and the Company shall not be entitled to any costs, fees, damages or surcharges by reason of anything hereunder. To the extent there are state or federal funds available to compensate the Company for the cost of relocating its facilities, the Company shall be offered such compensation on a nondiscriminatory basis.

(i)

Upon failure of the Company to commence, pursue or complete any work to be done in any street and required by law or by the provisions of the Cable Ordinance, within the time prescribed and to the satisfaction of the City Council, the City Council may, at its option, cause such work to be done and the Company shall pay to the City the cost thereof in the itemized amounts reported by the City Manager to the Company within thirty (30) days after receipt of such itemized report.

(j)

The Company shall make no paving cuts or curb cuts unless absolutely necessary, but only after written permission has been given by the City Manager.

(k)

The Company shall install, in conduit, all cable passing under any roadway.

(l)

Except as provided for herein and in applicable ordinances, the City shall not unreasonably block, restrict, or limit the construction of the Company's Cable System and shall process any and all applicable permits for the installation, construction, maintenance, repair, removal or other activities associated with the Company's Cable System of any kind in a timely and prompt manner.

(m)

Except as provided for herein and in applicable ordinances, the City shall process any and all applicable permits for the installation, construction, maintenance, repair, removal, and other activities associated with the placement of the Company's Cable System in a timely and prompt manner.

The Company shall maintain insurance in the amounts and pursuant to the conditions set forth in Section 22-161 of the Cable Ordinance. Further, the Company shall indemnify and hold the City harmless in compliance with, and to the extent as set forth in, Section 22-162 of the Cable Ordinance.

(a)

In consideration for the franchise grant of authority contained herein, the Company shall pay to the City a franchise fee of five percent (5%) of the annual gross revenues derived from operation of the Cable System by the Company as provided in section 22-156 of the Cable Ordinance to provide Cable Service. Nothing in this Franchise shall be construed to limit any authority of the City to impose any tax, fee or assessment of general applicability.

(b)

Such payment shall be in addition to any other payment, charge, permit, fee or bond owed to the City by the Company and shall not be construed as payment in lieu of personal or real property taxes levied by State, County or local authorities; provided, however, such fee shall include and be in lieu of any fee required by the City for any construction, building, or other permit for use or occupation of, or work in, the streets, except for the inspection fee and service charge levied under the Mustang Municipal Code.

No term or condition in this Franchise shall in any way modify or affect the Company's obligation to pay franchise fees. Although the total sum of franchise fee payments and additional commitments set forth elsewhere in this Franchise may total more than five percent (5%) of the Company's Gross Revenues in any 12-month period, the Company agrees that the additional commitments herein are not franchise fees, nor are they to be offset or credited against any franchise fee payments due to the City, nor do they represent an increase in franchise fees to be passed through to subscribers.

In the event the obligation of the Company to compensate the City through franchise fee payments is lawfully suspended or eliminated, in whole or part, then the Company shall pay to the City such other compensation as is permitted by state or federal law.

The City shall have the right to conduct audits pursuant to Sections 22-156 and 22-164 of the Cable Ordinance.

The Company shall provide two (2) Public, Educational and Governmental Access Channels to Subscribers on the basic service tier within the Franchise Area throughout the term of this Franchise for non-commercial access programming. One channel is designated as a Government Access Channel, programmed by the City, and the second channel is designated as an Educational Access Channel, programmed by an educational consortium designated by the City. The City may designate an Access Channel as a governmental access or educational access channel at its sole discretion and shall have sole editorial control over such channels.

The Company shall locate the Access Channels on the Basic Service Tier, and shall provide Access Channels to all subscribers, regardless of the package of service. The Company shall provide ninety (90) days' written notice to the City prior to any relocation of the Government Access Channel.

The Company may interconnect the Access Channels of the Cable System with the Access Channels of any other cable service provider in the City in accordance with applicable law.

The Company shall retransmit the Access Channels received from the City or its designee without any material degrading of the signal and shall retransmit any program related material received from the City or its designee as part of the Access channel signals. "Program related material" shall mean (i) closed captioning for the hearing impaired, (ii) one alternative language or secondary audio program feed, (iii) program ratings information, (iv) such other material as may be essential to or necessary for the delivery of distribution of the primary video stream in a digital form; (v) video description information; and (vi) any material the FCC specifically identifies as program-related material that a cable operator retransmitting a broadcast television signal pursuant to FCC must-carry rules is required to retransmit as part of a broadcast television signal on the Company's basic service tier; provided, however, that Company is technically capable of passing through any such program related material; and provided, further, that program related material shall not include any interactive element or transactional application that requires the functionality of a two-way cable or similar plant or otherwise suggests that a return path will be provided, including, without limitation, any feature that prompts a customer to attempt to utilize "triggers" or other options that are enabled by a return path. All such related audio and other material shall be provided as part of the Access Channel programming feed transmitted to the Company.

The Company shall provide an activated cable or fiber connection to the Company's headend from 1501 North Mustang Road, Mustang, Oklahoma and to the Company's headend from 612 N. Sara Rd. Oklahoma City Ok. 73127, Oklahoma City, Oklahoma, that will allow video programming produced by the City and the education consortium to be cablecast on the Access Channels. The parties shall agree on the location of a demarcation point at City Hall and at 612 N. Sara Rd. Oklahoma City Ok. 73127. The Company shall provide such activated cable or fiber connection at no cost to the City and shall have no obligation to require any third party access to such video path on the Company's side of the demarcation point, unless required by state or federal law.

(a)

Existing Service Locations. Until the third anniversary of the Effective Date of this Agreement, the Company shall continue to provide, at no cost to the City, Basic Service to the number of outlets at the service locations listed on Exhibit A and to all public schools. In the event separate equipment is needed to receive basic service at these outlets, the Company agrees to provide upon request, and at no cost to the City, the necessary digital converter equipment to receive Cable Service for each complimentary outlet.

(b)

Audit. Upon request of either party, the Company and the City shall conduct an audit to ascertain the existing service locations and number of existing outlets and equipment provided pursuant to this Section 6. The results of the audit must be mutually agreed upon by the parties. The parties agree to cooperate with each other to complete such audit.

(c)

New Installations. If during the three (3) years commencing on the Effective Date of this Agreement the City or the public schools shall occupy a new building or facility for governmental purposes and such building is located within the service area, the Company shall provide, without charge for installation, one (1) service drop to each occupied municipal building or public school located within one hundred-twenty-five (125) feet of the Company's activated cable network. The Company shall provide its basic service, at no charge, to one (1) service outlet at each new installation location. Such outlets shall not be located in areas of buildings generally available to the public, such as waiting rooms and lobbies.

(d)

Service Extensions. The service provided in subsection (a) and (c) above, shall not be extended by the persons receiving such service to other outlets within the building without the approval of the Company, which approval shall not be unreasonably withheld. All requests for service connections, or extensions of service within existing locations shall be made by the City Manager or his designee to the Company. The entity receiving such service shall pay all costs, including installation and monthly service charges, for any extension beyond the existing outlets provided in subsections (a) and (c), above.

In the event either party believes that the other party has not complied with the terms of the Franchise, it shall notify the other party in writing with reasonably specific details regarding the nature of the alleged noncompliance or default. Prior to issuing the written notice of noncompliance or default, the City shall make a good faith effort to contact the Company in an attempt to resolve the issue through good faith consultation in the ordinary course of business. The City Manager, or his designee, has the authority to make initial determinations regarding noncompliance with the Franchise and to issue written notice of any alleged violations. The City Manager, or his designee, may mediate any controversy or charge arising from the operations of the Company under this Franchise Agreement.

Following written notice of any alleged violation, the parties shall expeditiously schedule a meeting to discuss the dispute informally. In the event that the dispute is not resolved by the City and the Company's primary staff contact to the City within thirty (30) days of the Company's receipt of the City's written notice, either party may upon written notice to the other initiate formal resolution under Section 3, below.

If the matter is not resolved informally under Section 2 (Informal Resolution) of this Article, the matter shall be referred to a committee of the City Council (the "Committee"), which Committee shall consist of three (3) members of the City Council to be selected by the City Council. In a meeting before the Committee, the City Manager or his designee shall present information and make a brief oral presentation demonstrating reasonable cause of a franchise violation. The Company may present information and make a brief oral presentation to the Committee. The Committee shall forward its recommendation on whether reasonable cause of a Franchise violation exists to the City Council. If the City Council determines there is reasonable cause that a Franchise violation has occurred, the matter shall be submitted to a mutually-selected mediator. If the Parties cannot agree upon a mutually-selected mediator within thirty (30) days of the end of the informal resolution period contained in Section 2 of this Article, each Party shall within twenty (20) days provide a list of the names of three (3) mediators acceptable to that Party to the Chief Judge of the Canadian County District Court who shall select a mediator for the Parties from the submitted names. If the Parties, with the assistance of the mediator, do not resolve the dispute within 75 days of selection of the mediator, they may enforce their rights solely and exclusively in Canadian County District Court. The court shall have jurisdiction to demand and compel compliance with this Agreement and to impose the remedies contained herein.

The Canadian County District Court shall, without limitation, have all rights and remedies provided for herein or otherwise available under the law, including termination of the Franchise, and the assessment of damages.

(a)

Relationship of Remedies.

(1)

Non-Exclusivity of Remedies. Subject to applicable law and this Franchise, the remedies provided for in this Franchise, are cumulative and not exclusive; the exercise of one remedy shall not prevent the exercise of another remedy, or the exercise of any rights of the City at law or equity.

(2)

No Election of Remedies. Without limitation, the recovery of amounts under the insurance, indemnity, or bonding provisions of this Franchise shall not be construed as a limit on the liability of the Company under the Franchise or an excuse of faithful performance of any obligation of the Company.

(b)

Non-Waiver. The Company shall not be relieved of its obligations to comply, promptly and completely, with any provision of the Franchise by reason of any failure of the City to promptly enforce compliance with this Franchise, nor does the City waive or limit any of its rights under this Franchise by reason of such failure or neglect.

If any section, provision or clause of this Franchise is held by a court of competent jurisdiction to be invalid or unenforceable, or is preempted by federal or state laws or regulations, the remainder of this Franchise shall not be affected, except as is otherwise provided in this Franchise.

Any litigation between the City and the Company arising under or regarding this Franchise shall occur, if in the state courts, in Canadian County District Court, and if in the federal courts, in the United States District Court for the Western District of Oklahoma.

The Company shall have no liability to City for penalties or damages, nor shall City have the right to terminate this Franchise as a result of any failure or delay of the Company to perform its obligations hereunder if such failure or delay is caused by factors beyond the control of the Company, including without limitation, war, civil disturbance, flood or other Act of God, laws, regulations, rules or orders of any governmental agency, sabotage, or strikes. In the event that delay in performance or failure to perform affects only part of the Company's capacity to perform, then the Company shall perform to the extent it is reasonably able to do so. In correcting any causes of non-performance or delay, and in effecting any partial performance, the Company shall take all necessary corrective actions as expeditiously as possible without unduly endangering the health, safety and integrity of the Company's employees or property, or the health, safety and integrity of the public, the rights-of-way, public property or private property.

Unless otherwise agreed to by the parties, any notice provided for under this Franchise shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such other address as the receiving party specifies in writing:

(a)

Notices to the Company shall be mailed to:

Cox Communications - Oklahoma
ATTN: Vice President, Government Affairs
6301 Waterford Blvd.
Oklahoma City, OK 73118

with a copy to:

Cox Communications, Inc.
ATTN: Law & Policy
6205-B Peachtree-Dunwoody Rd.
Atlanta, GA 30328

(b)

Notices to the City shall be mailed to:

City of Mustang
City Manager
1501 North Mustang Road
Mustang, Oklahoma 73064

(c)

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

This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns.

This Franchise Agreement shall be governed in all respects by the law of the State of Oklahoma and the federal cable Cable Act.

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.

The preemption or preclusion of the exercise by the City of any of its police power shall not diminish, impair, alter, or affect any contractual benefit to the City or Company nor any contractual obligation of the Company under this Agreement. Any and all rights, powers, privileges and authorities arising under this Agreement are each and all hereby declared by the City and Company to be contractual in nature and to be for the benefit of the parties.

This Franchise is for the benefit of the City and the Company. Nothing in this Franchise Agreement grants or is intended to grant any claim, cause of action or right of action for breach of this Franchise Agreement to any person not a party to or the grantor of this Franchise, it being the explicit intent of the parties that this Franchise shall not be construed as a third-party beneficiary contract.

This Agreement may be amended or modified only by a written instrument executed by both parties.