Appendix B · Franchises

ORD. NO. 188 (TELECOM)

AN ORDINANCE GRANTING TO THE MOUNDRIDGE TELEPHONE COMPANY, ITS SUCCESSORS AND ASSIGNS, A FRANCHISE AND THE RIGHT TO CONSTRUCT, OPERATE, MAINTAIN AND EXTEND A TELECOMMUNICATIONS SYSTEM IN THE CITY OF GOESSEL, KANSAS, PRESCRIBING THE TERMS OF ALL OTHER ORDINANCES AND RESOLUTIONS AND PARTS THEREOF INCONSISTENT OR IN CONFLICT WITH THE TERMS HEREOF.

BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF GOESSEL, KANSAS:

SECTION 1 DEFINITIONS

For purposes of this ordinance, the following words and phrases shall have the meanings given herein:

(l)“Access line” — shall mean and be limited to retail billed and collected residential lines; business lines; ISDN lines; PBX trunks and simulated exchange access lines provided by a central office based switching arrangement where all stations served by such simulated exchange access lines are used by a single customer of the provider of such arrangement. Access line may not be construed to include interoffice transport or other transmission media that do not terminate at an end user customer’s premises, or to permit duplicate or multiple assessment of access line rates on the provision of a single service or on the multiple communications paths derived from a billed and collected access line. Access line shall not include the following: Wireless telecommunication s services, the sale or lease of unbundled loop facilities, special access services1 lines providing only data services without voice services processed by a telecommunications local exchange service provider or private line service arrangements.

(2) “Access line count” consumers within the day of each month means the number of access lines serving corporate boundaries of the city on the last

(3) “Access line fee” — means a fee determined by the City, as set out in K.S.A. 12-2001 and amendments thereto, telecommunications local exchange service provider the amount of access line remittance.

(4) “Access line remittance” — means the amount to be paid by a telecommunications local exchange service provider to the City, the total of which is calculated by multiplying the access line fee, as determined in the City, by the number of access lines served by that telecommunications local exchange service provider within the City for each month in that calendar quarter.

(5) “Gross Receipts” — means only those receipts collected from within the corporate boundaries of the City which are derived from the following: (A) Recurring local exchange service for business and residence which includes basic exchange service, touch tone, optional calling features and measured local calls; (B) recurring local exchange access line services for pay phone lines provided by a telecommunications local exchange service provider to all pay phone service providers; ( C) local directory assistance revenue; (D) line status verification/busy interrupt revenues; (E) local operator assistance revenue; and (F) service for installation of lines, reconnection of service and charge for duplicate bills. All other revenues, including but not limited to, revenues from extended area service, the sale or lease of unbundled network elements, nonregulated services, carrier and end user access, long distance, wireless telecommunications services, lines providing only data service without voice services processed by a telecommunications local exchange service provider, private line service arrangements, internet, broadband and all other services not wholly local in nature are excluded from gross receipts. Gross receipts shall be reduced by bad debt expenses. Uncollectible and late charges shall not be included within gross receipts. If a telecommunications local exchange service provider offers additional services of a wholly local nature which if in existence on or before July 1, 2002, would have been included with the definition of gross receipts, such services shall be included from the date of the offering of such services in the City.

(6) “Local exchange service” — means local switched telecommunications service within any local exchange service area approved by the state corporation commission, regardless of the medium by which the local telecommunications service is provided. The term local exchange service shall not include wireless communication services.

(7) “Telecommunications local exchange service provider” — means a local exchange carrier as defined in subsection (h) of K.S.A. 66-1,187, and amendments thereto, and a telecommunications carrier as defined in subsection (m) of K.S.A. 66-1,187, and amendments thereto, which does, or in good faith intends to, provide local exchange service. The term telecommunications local exchange service provider does not include an interexchange carrier that does not provide local exchange service, competitive access provider that does not provide local exchange service or any wireless telecommunications local exchange service provider.

(8) “Telecommunications services” — means providing the means of transmission, between or among points specified by the user, of information of the users choosing, without change in the form or content of the information as sent and received.

(9) “City” — means the City of Goessel, Kansas.

(10) “Cable Service” — means the one way transmission to subscribers of video programming or other programming service, and subscriber interaction, if any, which is required for selection and use of such video programming or other programming service. Cable Service does not include point to point, point to multi-point, and switched video services that Telephone Company has historically offered or other similar services that Telephone Company may in the future offer.

(11) “Facilities” — means telephone and telecommunication lines, conduits, fiber optic cables, wires, cables, pipes, poles, towers, vaults, and appliances, either under or above ground.

(12) “Public Improvement” — means any existing or contemplated public facility, building, or capital improvement project, including without limitation streets, alleys, sidewalks, sewer, water, drainage, rights-of-way improvement, and public projects.

(13) “Public project” — means any project planned or undertaken by the City or any governmental entity f or construct ion, reconstruction, maintenance or repair of public facilities or improvements or any other purpose of a public nature.

(14) “Public right-of-way” — means only the area of real property in which the city has a dedicated or acquired right-of-way interest in the real property. It shall include the area on, below or above the present and future streets, alleys, avenues, roads, highways, parkways or boulevards dedicated or acquired as right-of-way. The term does not include the airwaves above a right-of-way with regard to wireless telecommunications or other non-wire telecommunications or broadcast service, easements obtained by utilities or private easements in plat ted subdivisions or tracts

(15) “Providers” — shall mean a local exchange carrier as defined in subsection (h) of K.S.A. 66-1,187, and amendments telecommunications carrier as defined in subsection 66-1,187, and amendments thereto of K.S.A. 16)

(16) “Telephone Company” — means The Moundridge Telephone Company, its successors and assigns.

SECTION 2

GRANT

(a)There is hereby granted to Telephone Company the right, privilege and franchise to construct, maintain, extend and operate its facilities, in, through and along the rights-of-way of the City f or the purpose of supplying Telecommunications Services to the City and the inhabitants thereof f or the full term of this franchise; subject, however, to the terms and conditions herein set forth.

(b)This franchise does not provide the Telephone Company the right to provide “Cable Service” to City and inhabitants thereof. Nothing in this franchise is intended to preclude the City from seeking, or authorize the City to seek, a franchise from any subsidiary, affiliate, or third party providing Cable services.” Telephone Company and City agree that nothing in this franchise is intended to authorize the City to seek from the Telephone Company nor to require the Telephone company to obtain a franchise to offer “Open Video systems” as that term is used in section 653 of the Telecommunications Act of 199 6 (codified at 4 7 U.S.C. 573). Telephone Company and City further agree, however, that this ordinance does not authorize Telephone Company to offer “Open Video Systems” without paying the fee on the gross revenues of the system operator f or the provision of cable service in lieu of a franchise fee, pursuant to and in the manner described in 47 U.S.C. 573(c)(2)(b) and without complying with FCC regulations promulgated pursuant to 47 U.S.C. 573.

(c)Upon writ ten request from Telephone Company, City agrees to begin negotiations in good faith with Telephone Company within 30 days to provide Telephone Company a franchise to provide “Cable Service” to the City and inhabitants thereof on terms no more burdensome than the franchise(s) granted to other providers of “Cable Service” with the City, so long as the same does not conflict with any other Agreements of the City with other providers which were entered into before the City receives the writ ten request.

SECTION 3

Use of rights-of-way

In the use of rights-of-way under this franchise, the Telephone Company shall be subject to all rules, regulations, policies, resolutions and ordinances now or hereafter adopted or promulgated by the City in the reasonable exercise of its police power. In addition, the Telephone Company shall be subject to all rules, regulations, policies, resolutions, and ordinances now or hereafter adopted or promulgated by the City relating to permits and fees, sidewalk and pavement cuts, utility location, construction coordination, beautification, and other requirements on the use of right s-of-way and shall comply with the following:

(a)The Telephone Company’s use of rights-of-way shall always be subject and subordinate to the reasonable public health, safety and welfare requirements and all regulations of the City. The Telephone Company shall coordinate placement of its facilities in a manner which minimizes adverse impact on public improvements, as reasonable determined by the City. Where placement is not otherwise regulated, facilities shall be placed with adequate clearance from such public improvements so as not to impact or be impacted by such public improvement.

(b)All earth, materials, sidewalks, paving, crossings, utilities, public improvements, or improvements of any kinds, injured or removed by the Telephone Company in its activities under this franchise, shall be fully repaired or restored promptly by the Telephone Company at its sole expense and to the reasonable satisfaction of the City or owner thereof.

(c)If lines are buried underground, the Telephone Company shall keep and maintain accurate records and as-built drawings depicting accurate horizontal and vertical location of all facilities constructed, reconstructed, or relocated in the street right-of-way after the date hereof and provide location information regarding specific future project locations to the City upon request. Where such information is available electronically, upon request from the City, Telephone Company agrees to provide such information in an electronic format. City agrees to use information only to locate utility facilities connect ion with municipal projects and further agrees not to disclose such information to anyone other than City employees requiring such information to locate utility facilities in connection with municipal projects, except as required by law. Telephone Company and the City agrees that such information is confidential and proprietary and agree that such information shall remain the sole property of the Telephone Company and agree that pursuant to K.S.A.45 (c)221(12), (18), as amended, such information does not constitute public records subject to K.S.A. 45 (c)218, as amended. If the City is required by law to disclose such information, the City shall provide the Telephone Company 4 days advance oral or written notice of its intended disclosure of such information and shall take such action as may be reasonable required to cooperate with the Telephone Company to safeguard such information. The Telephone Company agrees to indemnify and hold the City harmless from any and all penalties or costs, including attorney’s fees, arising from the actions of the Telephone Company, or of the City at the written request of the Telephone Company, in seeking to safeguard the confidentiality of information provided by telephone Company to the City under this section. If such information is required by law to be publicly disclosed, the Telephone Company shall have no further obligation per this section to provide the City with such information. Such facilities shall be horizontally and vertically located at least every 100 feet and at any other alignment change. All points of facilities shall be horizontally located from street centerline, or section or quarter section lines or corners. Vertical locations or all points of facilities shall consist of elevations in either City datum or United States Geological Survey datum.

(d)All work performed in the traveled way or which in any way impacts vehicular or pedestrian traffic shall be properly signed, barricaded, and otherwise protected. Such signing shall be in conformance with the latest edition of the Federal Highway Administration’s Standards and Guideline for Work Zone Traffic Control, unless otherwise agreed to by the City.

(e)The Telephone Company shall notify the City not less than three (3) working days in advance (such notice to be adequate for timely notice on the governing body agenda under the City procedures) of any construction, reconstruct ion, repair, or relocation of facilities which would require any street closure which reduces traffic flow to less than two lanes of moving traffic. Except in the event of an Emergency, as reasonably determined by the Telephone Company, no such closure shall take place without prior authorization from the City.

(f)The Telephone Company shall cooperate promptly and fully with the City and take all reasonable measures necessary to provide accurate and complete information regarding the nature and horizontal and vertical location of its facilities located within rights-of-way when requested by the City or its authorized agents for a public project such location and identification shall be at the sole expense of the Telephone Company without expense to the City, its employees, agents, or authorized contractors.

(g)If requested by the City, in order to accomplish construction and maintenance activities directly related to improvements for the health, safety and welfare of the public, the Telephone Company promptly shall remove its facilities from the public right-of-way or shall relocate or adjust its facilities within the public right of-way at no cost to the City. Such relocation or adjustment shall be completed as soon as reasonably possible within the time set forth in any request by the City for such relocation or adjustment. Any damages suffered by the City or its contractors as a result of such provider’s failure to timely relocate or adjust its facilities shall be borne by the Telephone Company.

(h)It shall be the responsibility of the Telephone company to take adequate measures to protect and defend its facilities in the rights-of-way from harm or damage. If the Telephone Company fails to accurately or timely locate facilities when requested, it has no claim for costs or damages against the City and its authorized contractors unless such party is solely responsible for the harm or damage by its negligence or intentional conduct. The Telephone Company shall be responsible to the City and its agents, representatives, and authorized contractors for all damages including, but not limited to, delay damages, repair costs, down time, construction delays, penalties or other expenses of any kind arising out of the failure of the Telephone Company to perform any of its obligations under this agreement unless the damaged party is solely responsible for the harm or damage by its negligence or intentionally caused harm. However, the City and its authorized contractors shall be responsible to take reasonable precautionary measures including calling for utility locations and observing marker posts when working near Telephone Company facilities.

(i)The Telephone Company, on the request of any applicant, shall remove or raise or lower its wires temporarily to permit the moving of houses or other structures. The expense of such temporary removal, raising or lowering of wires shall be paid by the party or parties requesting the same, and the Telephone Company may require such payment in advance. The Telephone Company shall be given not less than 15 days written notice from the applicant detailing the time and location of the moving operations, and not less than 24 hours advance notice from the applicant advising of the actual operation. The City shall not be liable for any such expense or notice requirement for the moving of houses or structures by the City or its contractors.

(j)Permission is hereby granted to the Telephone Company to trim trees upon and overhanging streets, alleys, sidewalks and public places of said City so as to prevent the branches of such trees from coming in contact with the wires and cables of the Telephone Company, all of said trimming to be done under the supervision and direction of any City officials to whom said duties have been or may be designated in accordance with Goessel City Code. The trimming shall be reasonable, as determined by the City.

(k)All technical standards governing construction, reconstruction, installation, operation, testing, use, maintenance, and dismantling of the facilities in the rights-of-way shall be in accordance with applicable present and future federal, state, and City laws and regulations.

(l)The City encourages the conservation of right-of-way by the sharing of space by all utilities. To the extent required by Federal or State law, the Telephone Company shall permit any other franchised entity by appropriate contract or agreement negotiated by the parties to use any and all facilities constructed or erected by the Telephone Company so long as granting permission does not adversely affect the Telephone Company’s operations. All said agreements and installations shall be subject to all existing and future ordinances and regulations of the City. The Telephone Company agrees that it will not grant any entity rights to occupy the rights-of-way without providing notice to the City. Nothing in this section shall be construed as requiring Telephone Company to provide City notice when it provides Telecommunications Services to any entity.

Section 4. Indemnity and hold harmless

(a)The Telephone Company shall indemnify and hold the City and its officers and employees harmless against any and all claims, lawsuits, judgments, costs, liens, losses, expenses, fees (including reasonable attorney fees and costs of defense), proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including personal or bodily injury (including death), property damage or other harm for which recovery of damages is sought, to the extent that it is found by a court of competent jurisdiction to be caused by the Telephone Company, any agent, officer, director, representative, employee, affiliate or subcontractor of the provider, or their respective officers, agents, employees, directors or representatives, while installing, repairing or maintaining facilities in a public right-of-way.

(b)The indemnity provided by this subsection does not apply to any liability resulting from the actions of the City, its officers, employees, contractors or subcontractors. If the Telephone Company and the City are found jointly liable by a court of competent jurisdiction, liability shall be apportioned comparatively in accordance with the laws of this state without, however, waiving any governmental immunity available to the City and Telephone Company and does not create or grant any rights, contractual or otherwise, to any other person or entity.

(c)The Telephone Company or City shall promptly advise the other in writing of any known claim or demand against the provider or the city related to or arising out of the provider’s activities in a public right-of-way.

Section 5. Payments and charges

The payments provided in this ordinance shall be in lieu of all other licenses, taxes, charges, fees or impositions, except that the usual general property taxes and special ad valorem property taxes, and any charges for pavement cuts or other charges based on restoring premises to their same condition, or charges made for privileges which are not in any way connected with telephone business, as such, will be imposed on the Telephone Company, and are not covered by the payments herein. The Telephone Company shall have the privilege of crediting such sums payable hereunder with any unpaid balance due the Telephone Company for telephone service rendered or facilities furnished to the Telephone Company for telephone service rendered or facilities furnished to the City, so long as the balance due from the City is liquidated and uncontested.

Section 6. Compensation to city

A. The City may require the Telephone Company to collect and remit to the City an access line fee of up to a maximum of $2.00 per month per access line. The access line fee shall be a maximum of $2.25 per month per access line in 2006; a maximum of $2.50 in 2009; and a maximum of $2.75 in 2012 and thereafter. If the fees permitted by Kansas statute are raised to an amount greater than $2.75, the City ma y amend this provision to permit the greater fee, to be increased no earlier than 2015.

(1) To determine an access line remittance fee, the Telephone Company shall calculate and remit an amount equal to the access line fee established by the City multiplied by the access of the line count. Such amount shall be due not later than 4 5 days after the end of the remittal period. The City shall have the right to examine, upon written notice the Telephone Company no more than once per calendar year, those access line count records necessary to verify the correctness of the access line count. If the access line count is determined to be erroneous, then the Telephone Company shall revise the access line fees accordingly and payment shall be made upon such corrected access line count. If the City and the Telephone Company cannot agree on the access line count, or are in dispute concerning the amounts due under this section f or the payment of access line fees, either party may seek appropriate relief in a court of competent jurisdiction, and that court may impose all appropriate remedies, including monetary and injunctive relief and reasonable costs. All claims authorized in this section must be brought within three years of the date on which the disputed payment was due. The access line fee imposed under this sect ion must be assessed in a competitively neutral manner, may not unduly impair competition, must be nondiscriminatory and must comply with state and federal law.

B Adopt ion of an increased access line fee or adopt ion of a gross receipts fee by a City shall not become effective until the following public notification procedures occur: (1) Notice of the new fee has been provided at a regular meeting of the governing body; (2) immediately thereafter, notification of the new fee shall be published in the official City paper once a week f or two consecutive weeks; and (3) sixty days have passed from the date of the regular meeting of the governing body at which the new fee was proposed. If, during the period of public notification of the new fee or prior to the expiration of 60 days from the date of the regular meeting of the governing body at which the new fee was proposed, 20% of the qualified voters of such City voting for mayor, or in case no mayor is elected then the commissioner or council member receiving the highest number of votes at the last preceding city election, present a petition to the governing body asking that the new fee be submit ted to popular vote, the mayor of the City shall issue a proclamation calling f or an elect ion f or that purpose. Such election shall be held in conjunction with the next available general election. The proclamation calling such election shall specifically state that such election is called for the adoption of the new fee, and the new fee shall be set out in full in the proclamation. The proclamation shall be published once each week f or two consecutive weeks in the official City newspaper, and the last publication shall not be less than 30 days before the day upon which the election is held. If, at the election the majority of votes cast shall be for the new fee, the new fee shall thereupon become effective. If a majority of the votes cast at the election are against the new fee, the new fee shall not become effective and shall be void.

(c)If during the term of this ordinance any entity that provides Local Service in the City and provides compensation to City at an amount less than the Telephone Company is required to pay under section 6(a) per customer per month, or provides no compensation to City, this ordinance shall require compensation no greater than such amounts, if any, during such time remaining of the term of this ordinance that the lesser compensation, if any, is paid by such other entity.

(d)If federal law or state law is enacted setting forth a maximum allowable level of compensation for franchise rights and if such maximum allowable level is less than the level of compensation required by this ordinance, this ordinance shall require Telephone Company to pay the reduced level required by law the remainder of the term of this ordinance.

(e)If during the term of this ordinance, Telephone Company believes that it is entitled to reduction in compensation pursuant to subsections (b) and (c) above, Telephone Company agrees to notify City in writing and agrees it will continue to pay City the monthly fee set forth in section 6(a) until final determination is reached with the City after reasonable notice and opportunity for a public hearing before the Governing Body.

(f)The Telephone Company shall correctly code all customers that are located within the corporate limits of the City, provided that the City shall give Telephone Company notice of boundary changes as provided below. Coding and customer lists shall be updated to reflect annexation and other changes in City boundaries within 30 days of the date City provides Telephone company written notice of the annexation or other changes in boundaries and a listing of addresses affected by such changes. Such notice shall be sent to the Telephone Company at 109 North Christian Avenue, Moundridge, KS 67107. In the event of annexations, Telephone Company may in writing request additional time to re-code customers, which request will not be unreasonably denied.

Section 7. Collection of compensation

This franchise may be terminated by the Telephone Company if authority to collect the amounts of such payments, or part of such payments, from its customers within the City shall be removed, canceled or withdrawn by legislative, judicial or regulatory act. City and Telephone Company acknowledge and agree that Telephone Company has collected and paid City all amounts due and owing for Telephone Company’s use and occupancy of City rights of way at all times prior to the adoption hereof.

Section 8. Attachment to poles

Nothing in this ordinance shall be construed to require or permit any telephone, electric light or power wire attachments by either the City or the Telephone Company on the poles of the other. If such attachments are desired by the City or the Telephone Company, then a separate non(c)contingent agreement shall be prerequisite to such attachments.

Section 9. Termination of franchise

If the Telephone Company fails to comply with any of the provisions of this ordinance, or if the Telephone Company does or causes to be done any act or thing prohibited by or in violation of the terms of this ordinance, the Telephone Company shall forfeit all rights and privileges and granted by this ordinance and all rights hereunder shall cease, terminate and become null and void, provided that said forfeiture shall not take effect until the City shall carry out the following proceedings: Before the City calls a forfeiture of said franchise, as in this section prescribed, it shall first serve a written notice upon the manager of Telephone Company at its principal office in Moundridge, Kansas, and upon the trustee or trustees in any deed of trust securing bonds of Telephone Company of record in Marion County, Kansas, by mailing notice to such trustee or trustees to the address designated in such trust deed setting forth in detail in such notice the neglect or failure complained of, and Telephone Company shall have 90 days thereafter in which to comply with the conditions of this franchise. If at the end of such 90(c)day period the Ci ty deems that the conditions of such franchise have not been complied with by Telephone Company and that such franchise is subject to cancellation by reason thereof, the City, in order to terminate such franchise, shall enact an ordinance setting out the grounds upon which said franchise or agreement is to be canceled or terminated. If within 30 days after the effective date of said ordinance Telephone Company has not instituted an action in the District Court of Marion Count y, Kansas, to determine whether or not Telephone Company has violated the terms of this franchise and that the franchise is subject to cancellation by reason thereof, such franchise shall be canceled and terminated at the end of such 30 (c)day period. If within such 30(c)day period Telephone Company has violated the terms of this franchise and that the franchise is subject to cancellation by reason thereof and prosecutes such action to final judgment with due diligence, then in case the court finds that the franchise is subject to cancellation by reason of the violation of its terms, this franchise shall terminate 30 days after such final judgment is rendered.

HOWEVER, the failure of Telephone Company to comply with any of the provisions of this ordinance or the doing or causing to be done by Telephone Company of anything prohibited by or in violation of the terms of this ordinance shall not be a ground for the forfeiture when such act or omission on the part of Telephone Company is due to any cause or delay beyond the control of Telephone Company, its successors and assigns, or to other bona fide legal proceedings.

Upon expiration of this franchise, whether by lapse of time, by agreement between the Telephone Company and the City, or by forfeiture thereof, the Telephone company shall have the right to remove from public property any and all of its lines, poles, towers and other appurtenances and equipment used in its said business within a reasonable time after such expiration, but in such event, it shall be the duty of the Telephone Company, immediately upon such removal, to restore the streets, avenues, alleys, parks and other public ways and grounds from which said lines, poles, towers, other appurtenances and other equipment are removed to as good condition as the same were before said removal was effected.

Section 10. Term and termination date

The term of this franchise shall be five years commencing January 1, 2003. The Telephone Company or City, at its option, shall have the right to extend this franchise upon the same terms and conditions for a subsequent term of year, by providing written notice of its desire to extend the franchise, not later than 180 days prior to the expiration of the initial term. The Telephone Company or City may reject the additional term by providing written notice within 90 days after receipt of written notice of its desire to extend the franchise, and the franchise shall terminate at the end of the upcoming December 31. An additional term shall be deemed a continuation of this franchise and not as a new franchise or amendment.

Section 11. Acceptance of terms by the telephone company

The Telephone Company shall have 60 days after the final passage and approval of this ordinance to file with the City Clerk of the City its acceptance in writing of the provisions, terms and conditions of this ordinance, which acceptance shall be duly acknowledged before some officer authorized by law to administer oaths; and when so accepted the ordinance and acceptance shall constitute a contract between the City and the Telephone Company subject to the provisions of the laws of Kansas.

Section 12. Right to assign

This franchise shall be assignable only in accordance with the laws of Kansas, as the same may exist at the time when any assignment is made, and only with the approval of the City, which approval shall not be unreasonably withheld.

Section 13. Conditions of franchise

This contract franchise, grant and privilege is granted and accepted under and subject to all applicable laws and under and subject to all of the orders, rules and regulations now or hereafter adopted by governmental bodies now or hereafter having jurisdiction, each and every provision hereof shall be subject to Acts of God, fires, strikes, riots, floods, war and other causes beyond the Telephone Company’ s control. This franchise shall not be exclusive.

Section 14. Invalidity of ordinance

If any clause, sentence, or sect ion of this ordinance is held to be invalid it shall not affect the remaining provisions of this ordinance.

Section 15. Venue

This agreement shall be construed under and in accordance with the laws of Kansas, and all obligations of the parties hereunder are performable and deemed to be performable in Marion County, Kansas. If any legal proceeding is brought to enforce the terms of this agreement, the same shall be brought in Marion County, Kansas and only in a state court action. Nothing in Section 15 shall be construed to limit or restrict Telephone Company’s right to initiate action in federal court (Kansas District) or to remove a state court action to federal court (Kansas District), if such is required by law.

Section 16 conflicts

This ordinance governing the use and occupancy of the public rights-of-way by the Telephone Company shall not conflict with the mandatory provisions of K.S.A. 12-2001 and K.S.A. 17-1902, as amended, and said statutes shall control any conflicts with the City’s ordinances.