AN ORDINANCE OF THE CITY OF COUNCIL GROVE, KANSAS, GRANTING TO COMMUNITY ANTENNA SYSTEMS, INC., IT’S SUCCESSORS, LESSEES, AND ASSIGNS, FOR A TERM OF TWENTY (20) YEARS, THE RIGHT, AUTHORITY, POWER AND FRANCHISE TO ESTABLISH, CONSTRUCT, ACQUIRE, MAINTAIN, AND OPERATE A COMMUNITY ANTENNAE AND CLOSED CIRCUIT ELECTRONIC SYSTEM WITHIN THE CITY OF COUNCIL GROVE, KANSAS, TO RENDER, FURNISH AND SELL COMMUNITY ANTENNAE AND CLOSED CIRCUIT ELECTRONIC SERVICE THEREFROM WITHIN THE CITY OF COUNCIL GROVE, KANSAS, AND ENVIRONS THEREOF AND TO USE AND OCCUPY THE. STREETS AND OTHER PUBLIC PLACES OF THE CITY OF COUNCIL GROVE, KANSAS FOR SUCH COMMUNITY ANTENNAE AND CLOSED CIRCUIT ELECTRONIC SYSTEM.

Section 1. After public hearings affording an opportunity to be heard to all interested parties and after a review of the qualifications of Community Antenna Systems, Inc., and after determining that Community Antenna Systems, Inc., is legally qualified of good moral character and reputation, adequately financed and technically competent to provide community antennae television services to the City of Council Grove, Kansas and after determining that the construction arrangements of Community Antenna Systems, Inc., are adequate and feasible, there is hereby granted to Community Antenna Systems, Inc., a corporation duly authorized to do business in the State of Kansas (hereinafter called the Grantee), and to the Grantee’s successors, lessees and assigns, pursuant to the authority provided in the city charter of the City of Council Grove, Kansas, for a full term of twenty (20) years from the date hereof, the non-exclusive right, authority, power and franchise to establish, construct, acquire, maintain and operate a Community Antennae and Closed Circuit Electronic System within the City of Council Grove, Kansas, (hereinafter called the City) to render, furnish and sell community antennae and closed-circuit electronic service from such system to the inhabitants of the city and its environs and to use and occupy the streets and other public places within the corporate limits of the city as the same now exist or may hereafter exist for its community antennae and closed-circuit electronic system, including the right to enter and construct, erect, locate, relocate, repair and rebuild in, on, under, along, over and across the streets, alleys, avenues, parkways, lanes, bridges, easements, rights-of-way and other public places of the city, all towers, poles, cables, amplifiers, conduits and other facilities owned, leased or otherwise used by the Grantee for the furnishing of community antennae and closed-circuit electronic service within the city and environs thereof during the continuance of the franchise hereby granted. Grantee acknowledge, the city from time to time may add additional land to the city limits by annexation to which Grantee is obligated to serve under this franchise; provided however, that Grantee shall not be obligated to construct and provide service in any area where density of homes is less than 60 homes per strand mile.

Section 2. Any pavements, sidewalks or curbing taken up or any and all excavations made by the Grantee shall be done under the supervision and direction of the governing body of the city under permits issued for work by the proper officials of the city and shall be made and done in such manner as to give the least inconvenience to the inhabitants of the city and the public generally and all such pavements, sidewalks, curbing and excavations shall be replaced and repaired in as good condition as before with all convenient speed, by and at the expense of the Grantee, which shall at all times make and keep full and complete plats, maps and records showing the exact location of its facilities located within the public ways of the city. The Grantee shall not place poles or other fixtures where the same will interfere with any gas, electric or telephone fixtures, water hydrants or mains and all such poles or other fixtures placed in any street shall be placed at the outer edge of the sidewalk and inside the curb line and those placed in alleys shall be placed close to the line of the lot abutting on said alley and then in such a manner as not to interfere with the usual travel on said street, alleys and public ways.

Section 3. It is expressly understood and agreed by and between the Grantee and the City that the Grantee shall save the city harmless from all loss sustained by the city on account of any suit, judgment, execution, claim or demand whatsoever, resulting from negligence on the part of the Grantee in the construction, operation or maintenance of its electronic system in the city and Grantee shall cause to be defended at its own expense all actions that may be commenced against the city by reason of the construction and/or operation of such system. The Grantee shall carry public liability and property damage insurance in the sum of $100,000 for each individual $300,000 for each accident and $100,000 for property damage, with the city named as an additional insured, said insurance to be carried with an insurance company with a recognized national rating acceptable to the city.

Section 4. The Grantee shall have the authority to promulgate such rules, regulations, terms and conditions of its business as shall be reasonably necessary to enable the Grantee to exercise its rights and perform its service under this franchise and to assure an uninterrupted service to each and all of its customers.

The Grantee shall have the right and power to fix, charge, collect and receive reasonable rates for closed-circuit electronic service furnished within the corporate limits of the city provided that the governing body of the city reserves the right at all times during the existence of this franchise, to fix and determine maximum rates to be charged to the city and its inhabitants by the Grantee to the extent that the law provides for such right, power and authority by the city.

Section 5. The city reserves the right of reasonable regulation of the erection, construction or installation of any facilities by the Grantee and to reasonably designate where such facilities are to be placed within the public ways and places.

Section 6. The Grantee shall, on the request of any person holding a building moving permit issued by the city, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal and of raising or lowering of wires, shall be paid by the person requesting the same and the Grantee shall have the authority to require such payment in advance. The Grantee shall be given no less than forty-eight (48) hours advance notice to arrange for such temporary wire changes.

Section 7. The Grantee shall have the authority to trim trees upon any overhanging streets, alleys, sidewalks, and public places of the city so as to prevent the branches of such trees from coming in contact with the wires and cables of the Grantee, all trimming to be done under the supervision and direction of the city and at the expense of the Grantee. Grantee shall protect and save harmless the city from any and all claims for damage arising out of the trimming of trees as herein provided.

Section 8. In the event that at any time during the period of this franchise the city shall lawfully elect to alter, or change the grade of any street, alley or other public way, the Grantee, upon reasonable notice by the city shall remove, relay and relocate its poles, wires, cables, underground conduits, manholes and other fixtures at its own expense.

Section 9. The Grantee shall, at all times during the life of this franchise, be subject to all lawful exercise of the police power by the city and to such reasonable regulation as the city shall hereafter by resolution of ordinance provide.

Section 10. In consideration for the rights, privileges and franchise hereby granted and as compensation to the city for use of its public ways and places by the Grantee and in lieu of all occupation and license taxes, the Grantee shall on or before the 31st day of January and the 31st day of July of each year in which this franchise is effective, pay to the city a sum equal to three percent (3%) of the gross receipts, accompanied by a certified notarized statement, from the sale of community antennae and closed-circuit electronic service within the then existing corporate limits of the city for the preceding six (6) month period ending on the 31st day of December and the 30th day of June, respectively. The term “Gross” receipts as applied to sales of basic community antennae and closed-circuit electronic service, as used in this section shall include basic service sold for domestic or residential consumption and basic service for commercial or industrial consumption; provided however, there shall not be included basic service sold to educational institutions not operating for profit, churches and charitable institutions as such users are construed by the United States Department of Internal Revenue under current revenue acts.

Section 11. The city reserves the exclusive right to terminate this franchise and rescind all rights, powers, privileges and authority herein granted by written notice to the Grantee if the Grantee has not commenced construction of a community antennae and closed-circuit electronics system within one year. The city may, in its discretion, extend the time for commencement of construction where delay is due to causes reasonable beyond the control the Grantee.

Section 12. As an inducement to Grantee to continue to improve its systems and services offered at all times during the franchise period, the city hereby agrees to give Grantee the first opportunity to negotiate a renewal of this franchise agreement with the city after the expiration of the initial franchise period herein stated. Assuming Grantee’s operation under this franchise agreement has been satisfactory and after compliance with applicable Rules and Regulations of the Federal Communications Commission, the governing body shall give favorable consideration to renewal of this franchise agreement by Grantee, if Grantee so requests and provides evidence that it can and will provide facilities and services at least equal to other prospective franchises offering similar services and facilities.

Section 13. This franchise and the rights, privileges, and authority hereby granted shall take effect and be in force from and after final passage hereof, as provided by law and shall continue in force and effect for a term of 20 years.

Section 14. It shall be the policy of the city to amend this franchise, upon application of the Grantee when necessary to enable the Grantee to take advantage of any developments in the field of transmission of the television and radio signals which will afford it an opportunity to more effectively, efficiently or economically serve its customers and to enable the Grantee to conform to the Rules and Regulations of the Federal Communications Commission as they may be amended from time to time.

Section 15. Upon termination of service to any subscriber, the Grantee shall promptly remove all its facilities and equipment from the premises of such subscriber upon his request.

Section 16. All ordinances and parts of ordinances in conflict herewith are hereby repealed as of the effective date of this ordinance.

Section 17. All provisions of this ordinance shall be binding upon the Grantee and all successors, lessees and assigns of the Grantee whether expressly stated

herein or not, and all rights, authorities, powers, grants and privileges secured by this ordinance to the Grantee shall be held in inure to the benefit of the Grantee and all successors, lessees and assigns of the Grantee.

(11-19-79)