Common use of Grant of Franchise Clause in Contracts

Grant of Franchise. (a) For and in recognition of the mutual consideration set forth in this Franchise Agreement, the satisfaction of which is hereby acknowledged by both parties, Franchisee is hereby granted a nonexclusive Franchise to construct, place, replace, repair, maintain, extend, and operate its facilities along, across, upon, under, or in the City's Rights of Way, for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. (a) For Subject to subparagraph b) below, and to the terms and conditions hereof, the Municipality hereby grants to the Company the exclusive right within the Municipal Service Area: i) to provide Electric Distribution Service; ii) to Construct, Operate, and Maintain the electric distribution system, as defined in recognition the EUA, within the Municipal Service Area; and iii) to use designated portions of roads, rights-of-way, and other lands owned, controlled or managed by the mutual consideration set forth Municipality necessary to provide Electric Distribution Service or to Construct, Operate and Maintain the Distribution System, including the necessary removal, trimming of trees, shrubs or bushes or any parts thereof. This grant shall not preclude the Municipality from providing wire services to municipally owned facilities where standalone generation is provided on site or immediately adjacent sites excepting road allowances. Such services are to be provided by the Municipality directly and not by any other third party wire services provider. Subject to Article 12 of this Agreement, in the event that a third party (including a Rural Electrification Association (REA)) owns, operates or controls any electrical distribution facilities or lighting within the Municipal Service Area at any time during the Term of this Franchise Agreement, the satisfaction Municipality agrees that it will support the Company’s efforts, as is reasonable, to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, the Municipality shall otherwise require such third party to sell such facilities to the Company. Where the Municipality supports the Company’s efforts to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, otherwise requires a third party to sell its facilities to the Company, the Company shall be responsible for all reasonable fees, costs and disbursements of which is hereby acknowledged external legal counsel incurred by both partiesthe Municipality in expending such good faith efforts. b) The Company agrees to: i) bear the full responsibility of an owner of an electric distribution system within the Municipal Service Area and to ensure all services provided pursuant to this Agreement are provided in accordance with the Distribution Tariff, Franchisee is hereby granted a nonexclusive Franchise to constructinsofar as applicable; ii) Construct, placeOperate and Maintain the Distribution System within the Municipal Service Area; iii) use designated portions of roads, replace, repair, maintain, extendrights-of-way, and operate its facilities alongother lands including other lands owned, acrosscontrolled or managed by the Municipality necessary to Construct, uponOperate and Maintain the Distribution System, underincluding the necessary removal, trimming of trees, shrubs or in bushes or any parts thereof; and iv) use the City's Rights of WayMunicipality’s roads, rights-of-way and other Municipal Property granted hereunder solely for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations Electric Distribution Service and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local lawsAgreement. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. (a) For 2.1 Franchisee is hereby granted, subject to the terms and in recognition conditions of the mutual consideration set forth in this Franchise Agreement, the satisfaction of which is hereby acknowledged by both partiesright, Franchisee is hereby granted a nonexclusive Franchise privilege, and authority to construct, placeoperate, and maintain a Communications System within the streets, alleys, and public ways of the Municipality, and such other areas where authorized by private or public property owners or applicable law, if such authorization is necessary, as now exist and may hereafter be changed. 2.2 Franchisee may erect, install, extend, repair, replace, repairand retain in, maintainon, extend, and operate its facilities along, across, uponover, under, or upon, across and along the public streets, alleys, and ways within the Municipality, and such other areas where authorized by private or public property owners or applicable law, if such authorization is necessary, such wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments, and other property and equipment as are necessary and appurtenant to the operation of the System in conformance with Municipal Law. Consistent with federal law, Municipality, insofar as it may have the City's Rights of Wayauthority to so grant, hereby authorizes Franchisee to use any and all easements dedicated to compatible uses, such as electric, gas, telephone or other utility transmissions, for the purpose purposes described in this Section 2 and further agrees, on request and at Franchisee’s sole expense, to assist Franchisee in gaining access to and use of providing a fiber optic network such easements. 2.3 Nothing in this Agreement shall be deemed to provide digital data and/or voice transport. The City maywaive the requirements of Municipal Law regarding permits, in writing, approve amendments fees to be paid to the locations and Municipality for permits or construction, or the manner of construction, provided, however, that to the routes extent the installation, repair and/or maintenance by Franchisee of Franchisee’s fiber optic facilitiesany component of the Cable System is lawfully subject to permitting and/or review by the Municipality pursuant to Municipal Law, which approval such permitting and/or review shall not be unreasonably withheld, conditioned denied or delayed. (b) This Franchise Agreement does not grant Franchisee , nor shall any fees be required other than those necessary to offset the authority reasonable administrative costs of issuing such permit(s), for the right and/or privilege to install, repair or right maintain such component. In approving the placement of any such component, the Municipality shall limit the basis of its decision to provide end user "Cable Service." pedestrian and traffic safety. For the purposes of this agreementAgreement, "Cable Service" is defined as “unreasonably delay” shall mean the one-way transmission Municipality’s failure to subscribers act on a permit application within sixty (60) days of video programming or other programming servicesits submission by Franchisee, and subscriber interaction, if any, in which is required for the selection of case such video programming or other programming servicepermit shall be deemed granted under applicable law. (c) The grant 2.4 No privilege nor power of eminent domain shall be deemed to be bestowed by this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree than that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated conferred pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local lawsstatutory law. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. ‌ (a) For and in recognition Pursuant to the authority of the mutual consideration set forth in this Franchise AgreementCable Act and RSA 53-C of the laws of New Hampshire, as amended from time to time, the satisfaction City Council, acting as the Franchising Authority, hereby grants a non-exclusive Franchise to MetroCast Cablevision of which is hereby acknowledged by both parties, New Hampshire LLC authorizing and permitting said Franchisee is hereby granted a nonexclusive Franchise to construct, placeupgrade, replace, repair, maintain, extend, operate and operate its facilities along, across, upon, under, or in the City's Rights of Way, for the purpose of providing maintain a fiber optic network Cable System to provide digital data and/or voice transport. The Programming within the municipal limits of the City may, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayedRochester. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required In consideration for the selection grant of such video programming or other programming servicethe Franchise under the terms herein, the Franchisee agrees to install and maintain the I-Net system as set forth in Section 3.5 and Exhibit B, Exhibit B-1 and Exhibit B-2. (c) The grant Franchise is subject to the requirements of Applicable Law, including the Cable Act and RSA 53-C of the laws of New Hampshire, and in compliance with all rules and regulations of the FCC and all other applicable rules and regulations in force and effect during the period for which this Franchise Agreement shall not convey titleis granted. To the extent permitted by Applicable Law, equitable or legalthe Franchising Authority specifically reserves all authority granted it under RSA 231:160 et. seq. to manage, regulate and control the public right-of-way, as such authority relates to Franchisee in the Rights provisions of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other propertytelecommunications services including, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to, RSA 33:3-g. To the extent permitted by Applicable Law, Franchisee specifically reserves all rights and authority it has or may have in the future under Applicable Law to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating provide lawful communications services over its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third partyCable System. (d) As noted in subsection (b)Subject to the terms and conditions herein, Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchising Authority hereby grants to the Franchisee the right to provide cable service construct, operate and maintain the Cable System, which may include poles, wires, optical fibers, amplifiers and other property and equipment as a cable operator (as defined by 47 U.S.C. § 522(5)) within are necessary in, under, over, along, across and upon the Public Ways and other public places and property under the jurisdiction of the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without , including other property over which the payment City has a sufficient compatible easement or right-of-way, for the purpose of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying reception, transmission, amplification, origination, distribution or redistribution of Programming in accordance with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local lawsApplicable Law. (e) Nothing in Franchisee must comply, if applicable, with all the requirements of RSA 231:160 et seq. for obtaining conduit or pole licenses for any conduits or poles that Franchisee wishes to install. If required by Applicable Law, including RSA 72:23, I (b ), the Franchisee(s) and any other entity now or hereafter using or occupying property of the state or of a city, town, school district or village district pursuant to this Franchise Agreement shall be construed responsible for the payment of, and shall pay, all properly assessed personal and real property taxes. Furthermore, in accordance with the requirements of RSA 72:23, I(b), the Franchisee(s) and any other entity using and/or occupying property of the state or of a city, town, school district or village district pursuant to this Franchise shall be obligated to pay current and potential real and personal property taxes on structures or improvements added by the Franchisee(s) or any other entity using or occupying such property pursuant to this Franchise. If Applicable Law provides authority for the Franchising Authority to assess taxes on Franchisee, pursuant to RSA 72:23, I(b), 72:8-a, 73:10 and/or 48-B:4 or otherwise, the Franchising Authority shall be authorized to impose such taxes and Franchisee shall be obligated to pay such taxes if required by Applicable Law. This is a material term of the Franchise and failure to pay duly assessed personal and real property taxes when due shall be cause for Franchising Authority to provide a written notice to Franchisee to show cause by a date certain specified in the notice as giving Franchisee any exclusive rights or privilegesto why this Franchise should not be revoked pursuant to Section 7.6 of the Franchise. (f) Notwithstanding anything herein Nothing in this Franchise shall be deemed a waiver or relinquishment of any rights, defenses or claims that Franchisee may have with respect to the contraryapplication of any law referenced in this Section 2.1 to Franchisee’s services or the operation of its Cable System. Franchisee shall have the right to pass through to subscribers and to itemize separately on subscribers’ monthly bills any tax imposed on Franchisee by the Franchising Authority. If any tax assessment and corresponding obligation to pay taxes pursuant to RSA 72:23, I(b), 72:8-a, 73:10 and/or 48-B:4 or otherwise, but not including any taxes assessed on pole owners other than Franchisee and included in any pole attachment fee charged to Franchisee by the pole owner, shall exceed seven thousand five hundred dollars ($7,500.00) but be less than one hundred thousand dollars ($100,000.00) in a given year, then Franchisee shall be entitled to a credit equal to the amount of the tax paid which exceeds seven thousand five hundred dollars ($7,500.00). Such credit shall be applied to the Franchise Fee due pursuant to Section 2.5 of this Agreement. In the event that such tax assessment and corresponding obligation to pay taxes exceeds one hundred thousand dollars ($100,000.00) in a given year, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting the Franchising Authority shall reopen negotiations on the Franchise Fees required pursuant to Section 2.5 of this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. 2.1. Subject to the terms and conditions of this Agreement, and to the continuous compliance by Franchisee with the terms and conditions of this Agreement, CHC hereby grants to Franchisee the nonexclusive right, and Franchisee undertakes the obligation, to operate a Candlewood Hotel in accordance with CHC's standards and specifications, including the operational standards procedures and techniques as prescribed in the System standards manual of CHC (as it may be modified, amended, and supplemented by CHC from time to time in its sole discretion, hereinafter, the "Manual"), and to use the System (as it may be changed, improved, and further developed by CHC from time to time) and the Proprietary Marks in connection therewith. Such franchised Candlewood Hotel shall be referred to in this Agreement as the "Hotel" or "franchised business." 2.2. Franchisee shall operate the Hotel at, and only at, the street address set forth on Exhibit A hereto (hereinafter, the "Approved Location"), and the Hotel shall have the number of guest rooms specified on Exhibit A. Franchisee agrees that CHC and CHC's members and the subsidiaries and affiliates, shareholders, and owners of CHC and its members including without limitation Doubletree Corporation, a Delaware corporation, and its affiliates (hereinafter, the "Affiliated Companies") are not restricted from using the System or engaging in or licensing any business activity including System Hotels or other hotels at any other location. 2.3. Franchisee agrees that (a) For and in recognition of this franchise relates solely to the mutual consideration set forth in this Franchise Agreement, the satisfaction of which is hereby acknowledged by both parties, Franchisee is hereby granted a nonexclusive Franchise to construct, place, replace, repair, maintain, extendApproved Location, and operate its facilities along, across, upon, under, or in the City's Rights of Way, for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise this Agreement does not grant entitle Franchisee to any protected territory, territorial rights, or exclusivity. Franchisee shall not expand or change the authority or right to provide end user "Cable Service." For number of guest rooms in the purposes Hotel without the prior written consent of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming serviceCHC. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to 2.4. Franchisee in further agrees that CHC and the Rights of Way of the City Affiliated Companies have and shall only give to Franchisee retain the right to occupy the Rights of Way of the City for the purposes develop, acquire, participate in, and/or operate and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right license others to use Facilities or any other propertydevelop, telecommunications- related or otherwiseacquire, owned or controlled by the City or a third partyparticipate in, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to constructand/or operate hotels, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works lodging facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or business operations of any federaltype whatsoever, stateincluding, without limitation, hotels using any of the Proprietary Marks or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contraryother trade names including, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to, any of the following specific trade names: Doubletree, Doubletree Guest Suites, Club Hotels by Doubletree, Residence Inn by Marriott and The Residence Inn, at any location, and that such business operations may compete with and adversely affect the operation of the franchised business. Franchisee agrees that the Affiliated Companies may exercise such rights from time to K.S.A. 12-2001time without notice to Franchisee. Franchisee covenants that it shall not take any action, including a cause of action in a court of law or equity, which may interfere with the exercise of such rights by any of the Affiliated Companies.

Grant of Franchise. (a) For Subject to subparagraph b) below, and to the terms and conditions hereof, the Municipality hereby grants to the Company the exclusive right within the Municipal Service Area: i) to provide Electric Distribution Service; ii) to Construct, Operate, and Maintain the electric distribution system, as defined in recognition the EUA, within the Municipal Service Area; and iii) to use designated portions of roads, rights‐of‐way, and other lands owned, controlled or managed by the mutual consideration set forth Municipality necessary to provide Electric Distribution Service or to Construct, Operate and Maintain the Distribution System, including the necessary removal, trimming of trees, shrubs or bushes or any parts thereof. This grant shall not preclude the Municipality from providing wire services to municipally owned facilities where standalone generation is provided on site or immediately adjacent sites excepting road allowances. Such services are to be provided by the Municipality directly and not by any other third party wire services provider. Subject to Article 12 of this Agreement, in the event that a third party (including a Rural Electrification Association (REA)) owns, operates or controls any electrical distribution facilities or lighting within the Municipal Service Area at any time during the Term of this Franchise Agreement, the satisfaction Municipality agrees that it will support the Company’s efforts, as is reasonable, to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, the Municipality shall otherwise require such third party to sell such facilities to the Company. Where the Municipality supports the Company’s efforts to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, otherwise requires a third party to sell its facilities to the Company, the Company shall be responsible for all reasonable fees, costs and disbursements of which is hereby acknowledged external legal counsel incurred by both partiesthe Municipality in expending such good faith efforts. b) The Company agrees to: i) bear the full responsibility of an owner of an electric distribution system within the Municipal Service Area and to ensure all services provided pursuant to this Agreement are provided in accordance with the Distribution Tariff, Franchisee is hereby granted a nonexclusive Franchise to constructinsofar as applicable; ii) Construct, placeOperate and Maintain the Distribution System within the Municipal Service Area; iii) use designated portions of roads, replace, repair, maintain, extendrights‐of‐way, and operate its facilities alongother lands including other lands owned, acrosscontrolled or managed by the Municipality necessary to Construct, uponOperate and Maintain the Distribution System, underincluding the necessary removal, trimming of trees, shrubs or in bushes or any parts thereof; and iv) use the City's Rights of WayMunicipality’s roads, rights‐of‐way and other Municipal Property granted hereunder solely for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations Electric Distribution Service and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local lawsAgreement. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. (a) For and in recognition of The Franchising Authority hereby grants under the mutual consideration set forth in this Franchise Agreement, the satisfaction of which is hereby acknowledged by both parties, Franchisee is hereby granted Cable Act a nonexclusive franchise (the "Franchise") to occupy and use the Streets within the Franchise Area in order to construct, place, replace, repairoperate, maintain, extendupgrade, repair and operate its facilities alongremove the System to provide Services through the System, across, upon, under, subject to the terms and conditions of this Agreement. The Franchise only authorizes the Company to provide Cable Service and does not authorize any other services The Company shall obtain a separate franchise or other authorization required by the Franchising Authority to provide services other than Cable Services in the City's Rights of WayFranchise Area, for through the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City mayCommunications System or otherwise, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned extent such franchise or delayed. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which authorization is required for pursuant to applicable federal, state or local law, regulation or ordinance. Nor shall such Franchise be construed to authorize the selection license or lease to any Person or entity of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy or use the Rights public rights-of-way for the conduct of Way of any private business unless such Person or entity has obtained a franchise or right-of-way agreement from the City for such use. The Company and Franchising Authority agree that the purposes and for federal law at the time stated in of the Effective Date of this Agreement was unclear as to whether Internet service is a Cable Service under Title VI of the Cable Act or is otherwise subject to regulation pursuant to Title VI. For purposes of this Agreement, the parties agree that Internet service shall be deemed a Cable Service, provided, however, that if subsequent to the Effective Date of this Agreement, a court or a regulatory authority of competent jurisdiction or a federal law or regulation concludes that Internet service is not a Cable Service and 3 is not otherwise subject to Title VI of the Cable Act, such service shall at such time no longer be considered a Cable Service under this Agreement and shall not be subject to a Franchise fee pursuant to this Agreement. The Franchise Agreement does not: (1) Grant Franchisee Notwithstanding the foregoing, in the event Internet service is determined after the Effective Date to not be a Cable Service under Title VI of the Cable Act and not otherwise subject to Title VI, nothing herein shall be deemed as a waiver by the Franchising Authority of any right to use Facilities require the Company to obtain authorization to provide Internet service or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operateotherwise regulate Internet service, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside collect a Right of Way, including but not limited to public parks, City Hall, public works facilities, franchise fee or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto fee on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b)such service, Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under extent permitted by applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001law or regulation.

Grant of Franchise. (a) For and in recognition of the mutual consideration set forth in this Franchise Agreement, the satisfaction of which is hereby acknowledged by both parties, Franchisee Level 3, is hereby granted a nonexclusive Franchise to construct, place, replace, repair, maintain, extend, and operate its facilities along, across, upon, under, or in the City's ’s Public Rights of Way, for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations and to the routes of FranchiseeLevel 3’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise Agreement does not grant Franchisee Level 3 the authority or right to provide end user "“Cable Service." ” For the purposes of this agreement, "“Cable Service" ” is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee Level 3 in the Public Rights of Way of the City and shall only give to Franchisee Level 3 the right to occupy the Public Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee Level 3 the right to use Facilities or any other property, telecommunications- telecommunications-related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee Level 3 the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Public Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— Level 3 shall -- if it becomes necessary—necessary -- enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-City- owned property not located in a Public Right of Way. (3) Excuse Franchisee Level 3 from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee Level 3 shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee Level 3 the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx Level 3 also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee Level 3 shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee Level 3 any exclusive rights or privileges. (f) Level 3 or Level 3’s contractor shall, prior to commencing any construction of Level 3’s Facilities in a Public Right of Way, post a payment bond an amount equal to the estimated construction costs assuring that the construction of Level 3’s Facilities in the Public Right of Way will be constructed without the attachment of any construction liens. Such payment bond will be returned by the City and cancelled upon Level 3 providing reasonable proof of payment for the construction. (g) Notwithstanding anything herein to the contrary, Franchisee Level 3 reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. This Franchise shall constitute both a right and an obligation to build, operate, and maintain a Cable System to provide Cable Services in each of the Member Cities as required by the provisions of this Franchise. Nothing in this Franchise shall be construed to prohibit Grantee from: (1) providing services other than Cable Services to the extent not prohibited by Applicable Law; or (2) challenging any exercise of the Grantor or Member Cities’ legislative or regulatory authority in an appropriate forum. The Grantor and/or the Member Cities shall have all rights to regulate such other services to the extent not prohibited by Applicable Law and no provision herein shall be construed to limit or give up any such rights. (a) For and in recognition of the mutual consideration set forth Nothing in this Franchise Agreement, shall be deemed to waive the satisfaction lawful requirements of which is hereby acknowledged by both parties, Franchisee is hereby granted a nonexclusive Franchise to construct, place, replace, repair, maintain, extend, and operate its facilities along, across, upon, under, or in any generally applicable Member City ordinance existing as of the City's Rights of Way, for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayedEffective Date. (b) This Franchise Agreement does not grant Franchisee Each and every term, provision or condition herein is subject to the authority or right to provide end user "Cable Service." For the purposes provisions of this agreementApplicable Laws. The Municipal Code of each Member City, "Cable Service" is defined as the one-way transmission same may be amended from time to subscribers time, is hereby expressly incorporated into this Franchise as if fully set out herein by this reference provided, however, the provisions of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming serviceSection 3.2 shall not be materially altered. (c) The grant of this This Franchise Agreement shall not convey titlebe interpreted to prevent each Member City from imposing additional lawful conditions, equitable or legal, to Franchisee in the Rights of Way including additional compensation conditions for use of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Rights-of-Way, including but not limited to public parks, City Hall, public works facilities, or should Grantee provide service other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third partythan Cable Service. (d) As noted The parties acknowledge that Grantee intends that QC, will be primarily responsible for the construction and installation of the Facilities in subsection (b)the Rights-of-Way, Franchisee shall not provide any additional services for constituting the cable communications system, which a separate franchise is required will be utilized by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right Grantee to provide cable service Cable Service. Grantee promises and guarantees, as a condition of exercising the privileges granted by this Franchise, that any Affiliate of the Grantee, including QC, directly or indirectly involved in the construction, management, or operation of the cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video communications system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying will comply with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow Applicable Laws regarding the use of its Facilities the Member City’s Rights-of-Way. The Grantor agrees that to the extent QC violates any Applicable Laws, rules and regulations, the Grantor shall first seek compliance directly from QC. In the event, the Grantor cannot resolve these violations or disputes with QC, or any other Affiliate of Grantee, then the Grantor may look to Grantee to ensure such compliance. Failure by Grantee to ensure QC’s or any third party in violation other Affiliate’s compliance with Applicable Laws, rules and regulations shall be deemed a material breach of this subsection or of any federalFranchise by Grantee. To the extent Grantee constructs and installs Facilities in the rights-of-way, state, or local lawssuch installation will be subject to the terms and conditions contained herein. (e) Nothing in No rights shall pass to Grantee by implication. Without limiting the foregoing, by way of example and not limitation, this Franchise Agreement shall not include or be construed a substitute for: (i) Any other permit or authorization required for the privilege of transacting and carrying on a business within each Member City that may be required by the ordinances and laws of such Member City; (ii) Any permit, agreement, or authorization required by any Member City for Right-of-Way users in connection with operations on or in Rights-of-Way or public property including, by way of example and not limitation, street cut permits; or (iii) Any permits or agreements for occupying any other property of any Member City or private entities to which access is not specifically granted by this Franchise including, without limitation, permits and agreements for placing devices on poles, in conduits or in or on other structures. (iv) This Franchise is intended to convey limited rights and interests only as giving Franchisee to those Rights-of-Way in which each Member City has an actual interest. It is not a warranty of title or interest in any exclusive Right-of-Way; it does not provide the Grantee with any interest in any particular location within the Right-of-Way; and it does not confer rights or privilegesother than as expressly provided in the grant hereof. (f) Notwithstanding anything herein This Franchise does not authorize Grantee to provide telecommunications service, or to construct, operate or maintain telecommunications facilities. This Franchise is not a bar to imposition of any lawful conditions on Grantee with respect to telecommunications, whether similar, different or the contrary, Franchisee reserves all rights same as the conditions specified herein. This Franchise does not relieve Grantee of any obligation it may have under applicable federalto obtain from the Commission or Member City an authorization to provide telecommunications services, state and local laws affecting or to construct, operate or maintain telecommunications facilities, or relieve Grantee of its obligation to comply with any such authorizations that may be lawfully required. (g) The Grantor will send any notices regarding compliance with this Franchise Agreementto Grantee. If the Grantee maintains that such notice should have been sent to QC or any other Affiliate, including but Xxxxxxx agrees that it will not limited assert as a defense that such notice is not valid because such notice was not sent to K.S.A. 12-2001QC or any other Affiliate.

Grant of Franchise. (a) For Lewis County, a Washington municipal corporation and in recognition subdivision of the mutual consideration set forth in this Franchise AgreementState (hereinafter “County”) hereby grants NORTHWEST OPEN ACCESS NETWORK (organized under the laws of the State of Washington) (hereinafter “Grantee”), the satisfaction of which is hereby acknowledged by both parties, Franchisee is hereby granted a nonexclusive Franchise to constructfor the installation, placeconstruction, replace, repair, maintain, extendoperation, and operate its maintenance of telecommunications facilities alongwithin the rights of way of unincorporated Lewis County. The following conditions shall apply to the Franchise granted herein: A. The Franchise granted shall not convey any right, acrosstitle or interest in the rights of way but shall be deemed a Franchise only to use and occupy the rights of way for the limited purposes and term stated herein. The Franchise shall not convey any right, upon, undertitle, or interest in rights of way that the County has an interest in only through agreement and does not possess an easement in the City's Rights right of Wayway. B. The Franchise granted shall not authorize or excuse Grantee from securing such further easements, for leases, permits or other approvals as may be required to lawfully occupy and use the purpose rights of providing a fiber optic network to provide digital data and/or voice transport. way. C. The City may, in writing, approve amendments to the locations and to the routes of Franchisee’s fiber optic facilities, which approval Franchise granted shall not be unreasonably withheld, conditioned construed as any warranty of title or delayedinterest in any right of way; it does not provide the Grantee with any interest in any particular location within the right of way; and it does not confer rights other than as expressly provided in the grant hereof. (b) D. No act, event, occurrence or thing shall give Grantee any rights to occupy or use the rights of way permanently nor shall operate as an estoppel against the County. E. This Franchise Agreement does not grant Franchisee is granted subject to the authority terms and conditions contained in Chapter 12.20 LCC, Installation of Utilities on Lewis County rights of way, and the Lewis County Telecommunications Ordinance 1171, hereinafter the “Ordinance,” as they are now written or right as later amended, which shall apply in addition to provide end user "Cable Service." For the purposes provisions of this agreementFranchise. Provisions of Chapter 12.20 LCC and the Ordinance shall control over inconsistent terms contained in this Franchise; provided, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming serviceshowever, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant that Section 3.2 of this Franchise Agreement Franchise, Release, Indemnity and Hold Harmless, shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City control for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent over inconsistent provisions of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.Chapter

Grant of Franchise. (‌ a) For Subject to subparagraph b) below, and to the terms and conditions hereof, the Municipality hereby grants to the Company the exclusive right within the Municipal Service Area: i) to provide Electric Distribution Service; ii) to Construct, Operate, and Maintain the electric distribution system, as defined in recognition the EUA, within the Municipal Service Area; and iii) to use designated portions of roads, rights-of-way, and other lands owned, controlled or managed by the mutual consideration set forth Municipality necessary to provide Electric Distribution Service or to Construct, Operate and Maintain the Distribution System, including the necessary removal, trimming of trees, shrubs or bushes or any parts thereof. This grant shall not preclude the Municipality from providing wire services to municipally owned facilities where standalone generation is provided on site or immediately adjacent sites excepting road allowances. Such services are to be provided by the Municipality directly and not by any other third party wire services provider. Subject to Article 12 of this Agreement, in the event that a third party (including a Rural Electrification Association (REA)) owns, operates or controls any electrical distribution facilities or lighting within the Municipal Service Area at any time during the Term of this Franchise Agreement, the satisfaction Municipality agrees that it will support the Company’s efforts, as is reasonable, to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, the Municipality shall otherwise require such third party to sell such facilities to the Company. Where the Municipality supports the Company’s efforts to purchase such electrical distribution facilities or, to the extent that it has the authority to do so, otherwise requires a third party to sell its facilities to the Company, the Company shall be responsible for all reasonable fees, costs and disbursements of which is hereby acknowledged external legal counsel incurred by both partiesthe Municipality in expending such good faith efforts. b) The Company agrees to: i) bear the full responsibility of an owner of an electric distribution system within the Municipal Service Area and to ensure all services provided pursuant to this Agreement are provided in accordance with the Distribution Tariff, Franchisee is hereby granted a nonexclusive Franchise to constructinsofar as applicable; ii) Construct, placeOperate and Maintain the Distribution System within the Municipal Service Area; iii) use designated portions of roads, replace, repair, maintain, extendrights-of-way, and operate its facilities alongother lands including other lands owned, acrosscontrolled or managed by the Municipality necessary to Construct, uponOperate and Maintain the Distribution System, underincluding the necessary removal, trimming of trees, shrubs or in bushes or any parts thereof; and iv) use the City's Rights of WayMunicipality’s roads, rights-of-way and other Municipal Property granted hereunder solely for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations Electric Distribution Service and to the routes of Franchisee’s fiber optic facilities, which approval shall not be unreasonably withheld, conditioned or delayed. (b) This Franchise Agreement does not grant Franchisee the authority or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant of this Franchise Agreement shall not convey title, equitable or legal, to Franchisee in the Rights of Way of the City and shall only give to Franchisee the right to occupy the Rights of Way of the City for the purposes and for the time stated in this Franchise Agreement. The Franchise Agreement does not: (1) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent of the City or the third party. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local lawsAgreement. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.

Grant of Franchise. (aA) For and in recognition In consideration of the mutual consideration set forth in this within undertakings by the Grantee, the Borough agrees that the Grantee shall have, and hereby confirms and grants unto the Grantee, the right, license and privilege to construct and reconstruct, to install, maintain, repair, replace and remove, and .solicit and sell customers, Subscribers, users and advertisements for, and otherwise to own, promote and operate, a cable television and telecommunication system throughout the Borough. (B) The right, license an privilege hereby granted shall not be exclusive, and the Borough reserves the right to grant a similar Franchise to any person at any time. The Borough will not enter into a Franchise Agreement, permit, license, authorization or any other agreement with another person or entity to construct a similar system or provide cable or telecommunication services in any part of the satisfaction of Franchise area which is hereby acknowledged by both partiesgrants more favorable terms and conditions. (C) The right, Franchisee is hereby license and privilege herein granted and confirmed shall be deemed to include a nonexclusive Franchise continuing right to constructenter upon and to use and occupy the surface, placesubsurface and space above or below any public streets, replacelanes, repairalleys, maintainpaths, extendways, bridges and operate its facilities alongviaducts within the Borough, across, upon, under, or in the City's Rights of Way, for the purpose of providing a fiber optic network to provide digital data and/or voice transport. The City may, in writing, approve amendments to the locations when and to the routes extent necessary to carry out the intent and purposes of Franchisee’s fiber optic facilitiesthis Agreement, subject, however, to limitations and qualifications herein contained. (D) In exercising the right, license and privilege granted and confirmed hereby, the Grantee shall be and remain subject to and shall comply with all federal, state and local laws, rules and regulations applicable to it in the conduct of the activities contemplated hereby. (E) All of the rights and privileges and all of the obligations, duties and liabilities created by this Franchise shall pass to and be binding upon the successors of the Borough and the successors and assigns of Grantee; and the same shall not be assigned or transferred without the written approval of the Borough Council Members, which approval shall not be unreasonably withheld; provided, conditioned however, that this Section shall not prevent the assignment or delayed. (b) This hypothecation of the Franchise Agreement does not grant Franchisee the authority by Grantee as security for debt without such approval; and provided further that transfers or right to provide end user "Cable Service." For the purposes of this agreement, "Cable Service" is defined as the one-way transmission to subscribers of video programming or other programming services, and subscriber interaction, if any, which is required for the selection of such video programming or other programming service. (c) The grant assignments of this Franchise Agreement shall not convey title, equitable between any parent and subsidiary corporation or legal, to Franchisee in the Rights between entities of Way which at least fifty percent (50%) of the City and beneficial ownership is held by the same person, persons or entities which are controlled or managed by the same person, persons or entities, shall only give to Franchisee be permitted without the right to occupy the Rights of Way prior approval of the City for the purposes and for the time stated Borough (“intracompany transfers”). Grantee shall notify Borough in this Franchise Agreement. The Franchise Agreement does not: writing within thirty (130) Grant Franchisee the right to use Facilities or any other property, telecommunications- related or otherwise, owned or controlled by the City or a third party, without the valid written consent days of the City or the third partyclosing of such intracompany transfer. (2) Grant Franchisee the authority to construct, to operate, or to maintain any Facilities and any related appurtenances and improvements thereto on any property owned by the City outside a Right of Way, including but not limited to public parks, City Hall, public works facilities, or other public property. The parties agree that the City and Franchisee shall— if it becomes necessary—enter into separate agreements for the placement of Facilities and any related appurtenances and improvements thereto on any City-owned property not located in a Right of Way. (3) Excuse Franchisee from obtaining appropriate access or attachment agreements before locating its Facilities and any related appurtenances and improvements thereto on any property or facilities owned or controlled by the City or by any third party. (d) As noted in subsection (b), Franchisee shall not provide any additional services for which a separate franchise is required by the City without first obtaining a separate franchise or amending this Franchise Agreement. In particular, this Franchise Agreement does not grant Franchisee the right to provide cable service as a cable operator (as defined by 47 U.S.C. § 522(5)) within the City. Xxxxxxxxxx also agrees that this Franchise Agreement does not permit it to operate an open video system without the payment of fees contemplated by 47 U.S.C. § 573(c)(2)(B) and without complying with all FCC regulations promulgated pursuant to 47 U.S.C. § 573. Franchisee shall not knowingly allow the use of its Facilities by any third party in violation of this subsection or of any federal, state, or local laws. (e) Nothing in this Franchise Agreement shall be construed as giving Franchisee any exclusive rights or privileges. (f) Notwithstanding anything herein to the contrary, Franchisee reserves all rights it may have under applicable federal, state and local laws affecting this Franchise Agreement, including but not limited to K.S.A. 12-2001.