AN ORDINANCE GRANTING A 5 YEAR NON-EXCLUSIVE FRANCHISE TO UNIVERSAL CABLE HOLDINGS, A DELAWARE CORPORATION, d/b/a CLASSIC CABLE, ITS SUCCESSORS AND ASSIGNS TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE TELEVISION SYSTEM WITHIN THE CITY OF PRETTY PRAIRIE, KANSAS.

NOW THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF PRETTY PRAIRIE, KANSAS AS FOLLOWS:

SECTION 1. DEFINITIONS.

For the purpose of this Ordinance the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the singular number and words in the singular number include the plural number. The word “shall” is always mandatory and not merely directory.

(A) “FCC” is the Federal Communications Commission.

(B) “Classic Cable” is Universal Cable Holdings, Inc., a Delaware Corporation.

(C) “City” is the City of Pretty Prairie.

(D) “Person” is any person, firm, partnership, association, corporation, company or organization of any kind.

(E) “Broadband Telecommunication Network” (“BTN”) or “System” shall mean all of the component, physical, operational and programming elements of any network of cable, optical electrical or electronic equipment, designed, constructed, wired or used for the purpose of producing, receiving, amplifying and transmitting by coaxial cable, fiber optics, microwave or other means audio and/or audio/visual electrical impulses of television, radio and other intelligences either analog or digital including the cable television system, for sale or use by the inhabitants and businesses of the City, including without limitation antenna, cable, fiber, wires, lines, towers, amplifiers, conductors, converters, equipment and facilities.

(F) “Gross Annual Receipts” shall mean any and all revenues from cable television subscribers for furnishing or selling cable television programming services provided through the BTN in the City of Pretty Prairie. Any taxes or fees on services furnished by Classic Cable herein imposed directly or indirectly on any subscriber by any state, city or other governmental unit or third party and collected by Classic Cable on behalf of such entity are excluded.

SECTION 2-GRANT.

(A) Classic Cable is hereby granted the nonexclusive right to construct on, through, along, under and over the streets, highways, easements, rights of way, and other public places of the City of Pretty Prairie, a distribution system for the BTN which system is to include, but not necessarily be limited to, a line or lines of wire, cables, fiber, or other conductors, together with all necessary feeders or service wires, poles and other attachments, devices or apparatus necessary to or usually used in connection with such a system; to maintain and keep the system in proper condition after its construction; and to operate the system in the usual and customary manner.

(B) This franchise includes the light for Classic Cable to make such contracts as it deems necessary and proper and is able to negotiate with those public utilities and service corporations already holding franchises from the City of Pretty Prairie, permitting it to use the existing utility poles and facilities for its installation and to erect any necessary poles and facilities for its own exclusive

SECTION 3. CONSTRUCTION STANDARDS

(A) All work performed in the construction, operation, maintenance and repair of the system shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. All construction, including installation, shall conform to all applicable federal and state laws and regulations, ordinances, local laws and regulations and the national Electric Safety Code. The Corporation shall provide to the City, all maps, plans and specifications as to proposed installations and shall keep the City informed as to any proposed changes or alterations in same.

(B) Any property damaged or destroyed by Classic Cable shall be repaired or replaced by Classic Cable and reasonably restored to its pre-existing condition.

(C) Classic Cable shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks and other public places so as to prevent the branches of such trees from coming into contact with the facilities of Classic Cable.

(D) Classic Cable shall, upon seventy-two (72) hours advance written notice, from any person holding an appropriate permit issued by the City, temporarily raise or lower it lines to permit the moving of any building or structure. The actual expense of such temporary removal shall be paid by the person requesting the same and Classic Cable shall have the right to require payment in advance for such temporary removal.

SECTION 4. INDEMNIFICATION AND INSURANCE.

(A) Classic Cable shall at all times indemnify the City and the individual members of the City’s Governing Body from any actions, suits, damages, costs, charges or expenses resulting from the location, maintenance or operation of the BTN in the City.

(B) Grantee shall keep the system and system facilities continuously insured against such risks as are customarily insured against by businesses of like size and type, including but not limited to:

1. Liability insurance for bodily injury including death with limits of at least $2,000,000 per occurrence and with single limits of at least $500,000 per occurrence for property damage including loss of use occurring on, arising out of or in any way related to the system and system facilities.

2. Workmen’s Compensation Insurance of statutory limits and Employers Liability Insurance with limits of not less than $100,000.

3. Comprehensive Automobile Liability Insurance of a least $500,000 per occurrence and with single limits of at least $500,000 per occurrence for property damage including loss of use occurring on, arising out of; or in any way related to the system and system facilities.

(C) A certificate evidencing the above required coverages shall be submitted to the City of Pretty Prairie within thirty (30) days after the final effective date of this Ordinance. The certificate shall provide at least thirty (30) days advance written notice to the City of Pretty Prairie any cancellation, reduction, or non-renewal of coverage.

SECTION 5. SERVICES.

(A) Upon request, Classic Cable shall provide to the City one (1) cable outlet per building with free installation and free monthly basic service to the City owned buildings and public schools within a serviceable area. Classic Cable shall not be responsible for internal wiling of these said locations.

SECTION 6. FRANCHISE FEE.

(A) Classic Cable shall remit annually three percent (3%) of its basic service receipts, derived in such twelve-month period from its cable television operations in the City of Pretty Prairie.

(B) The aforesaid payments shall be made to the City of Pretty Prairie, without demand, annually, no later than 60 days after the end of each calendar year. Classic Cable shall keep an accurate record of its gross annual receipts during the twelve-month period.

SECTION 7. SERVICE PROCEDURES

Classic Cable shall maintain a (toll free) phone number for the purpose of receiving orders for service and resolving alt complaint regarding the quality of service, equipment malfunctions and similar matters for prompt resolution.

SECTION 8. DISCRIMINATION PROHIBITED.

Classic Cable shall not refuse to hire or employ, nor bar or discharge from employment, nor unlawfully disc1iminate against any person in terms, conditions or privileges of unemployment because of age, race, creed, color, national origin or sex.

SECTION 9. ABANDONMENT OF SERVICE.

Classic Cable shall not abandon any service or any portion thereof without the written consent of the City.

SECTION 10. BOOKS AND RECORDS.

The City reserves the right to inspect all pertinent books, records, maps, plans, financial statements and other like materials of Classic Cable, upon reasonable notice and during regular business hours.

SECTION 11. RESERVATION OF RIGHTS.

The City reserves the right to adopt, in addition to the provisions contained in the franchise ordinance and existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of its police power; provided, however, that such regulations shall be reasonable and not materially in conflict with the rights and privileges granted in the ordinance, or with any provision of federal law.

SECTION 12. TERM

This Ordinance shall remain in full force and effect for a pe1iod of fifteen (15) years from the effective date hereof. Thereafter renewal of the ordinance shall be governed by applicable federal and, to the extent not inconsistent therewith, state law. Performance Review: The Franchising Authority may initiate a review of the performance of the Grantee under this agreement every five (5) years, assuring the Grantee is furnishing through the BTN all such services as are reasonably available and at a standard that is reasonably acceptable, including the availability of programs to communities of similar size within the state of Kansas. If after this review, the performance of the Grantee is determined to be unsatisfactory, the Franchise Authority shall notify Grantee in writing of the specific areas of inadequate performance and shall give Grantee no less than thirty (30 days) to correct the specific performance. If Grantee refuses to make the requested improvements, this Ordinance may be terminated by the Franchise Authority.

SECTION 13. GOVERNING LAW.

This Ordinance is subject to all applicable provisions of the Communications Act of 1934 as amended, and regulations promulgated by the FCC pursuant thereto, as well as state laws or regulations governing cable television operations not inconsistent therewith.

SECTION 14. SEPARABILITY.

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

SECTION 15. SUCCESSORS AND ASSIGNS.

The rights and privileges and all of the obligations, duties and liabilities created by the Ordinance shall pass to and be binding upon the successors of City and the successors and assigns of Classic Cable.

(07-06-1998)