AN ORDINANCE, GRANTING TO CENTEL CORPORATION, A KANSAS CORPORATION, ITS SUCCESSORS AND ASSIGNS, AN ELECTRIC FRANCHISE, PRESCRIBING THE TERMS THEREOF AND RELATING THERETO, AND REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES INCONSISTENT WITH OR IN CONFLICT WITH THE TERMS HEREOF.

Section 1. That in consideration of the benefits to be derived by the City of Conway Springs, Kansas, and its inhabitants, there is hereby granted Centel Corporation, a Kansas Corporation, hereinafter sometimes designated as “Company”, said Company being a corporation operating a system for the transmission of electric current between two or more incorporated cities in the State of Kansas, into and through which it has built transmission lines, the right, privilege and authority for a period of twenty (20) years from the effective day of this Ordinance to occupy and use the several streets, avenues, alleys and public places of said City, and with the prior consent of the City to occupy and use bridges, parks and parking, for the placing and maintaining of equipment and property necessary to carry on the business of selling and distributing electricity for all purposes to the City of Conway Springs, Kansas, its inhabitants and additions thereto, and through said City and beyond the limits thereof; to obtain said electricity from any source available; and to do all things necessary or proper to carry on said business in the City of Conway Springs, Kansas, subject however, to the terms and conditions herein set forth.

Section 2. In consideration and as compensation for the right, privilege and franchise hereby granted and in lieu of any city occupation, license or revenue taxes, the Company shall make an accounting to the City concerning its earnings and receipts and shall return to the City monthly, 30 days after the end of the month to which such payment shall apply one percent (1%) of its gross revenue from all sales of electric energy within the corporate limits of said City. The Company agrees that all of its books, receipts, files, records and documents necessary to verify the correctness of the monthly statements shall at all reasonable times be open to inspection and examination by the City.

Section 3. All poles, wires, cross arms, fixtures and other apparatus constructed, erected, maintained and operated by the Company upon, along, over, under or across the streets, avenues, alleys and other public places in said City, or additions thereto, shall be so, placed, located and so operated as not to unduly obstruct, impede or interfere with the use of said street, avenues, alleys and other public places for traffic and other lawful uses. All work by the Company shall be done in accordance with all rules, regulations, resolutions and ordinances then in effect relating to such work. The Company shall, in any such work done which disturbs the surface of a street, alley, avenue or other public thoroughfare, at its own expense replace all pavement with like material and in a manner satisfactory to the duly authorized representatives of the City, leaving the paving or surface in substantially as good condition as before said work was commenced,, and shall repay said City for all expense to which it has been put in the repair or replacement of streets, highways and pavements in the event such work is done by the City after the neglect or refusal of the Company to perform same in reasonable time. When required by the City, the Company or its successor and assigns shall, at its sole expense, remove or relocate its poles, equipment, property or transmission lines located in the streets, alleys and public grounds of the City.

Section 4. The Company, its successors and assigns shall be liable to the City for all damages of every kind and character, whether to persons, property or otherwise, occasioned by, growing out of, or incident to the Company’s negligent use or occupancy of the streets, alleys and public grounds of the City when such use and occupancy renders the City, individually or jointly, liable either in law or in equity, and said Company shall hold and save the City harmless from all costs and damages, expenses or liability which may be occasioned by such negligent use or occupancy of the streets, alleys and public grounds by said Company, and in the event an action shall be instituted against the City and the Company jointly or against the City separately, growing out of an injury occasioned by such negligent use or occupancy of the streets, alleys and public grounds by the properties and works of said Company, then upon notice by the City to said Company, the said Company shall assume all liability for the defense of any and all such actions and shall cause the same to be defended at the cost of the Company, subject to the option of said City to appear and defend any such case.

Section 5. The Company, its successors and assigns shall furnish the City of Conway Springs and its inhabitants, sufficient and efficient twenty-four hour a day service for electrical energy for light, heat, power and other purposes, unless prevented wholly or in part by fire, explosion, strike, insurrection, mob violence, governmental interference, breakdown or damage to machinery or distribution or transmission lines or other acts or causes not reasonably within the control of the Company and subject to and in compliance with all rules, regulations and schedules of rates and charges for such service as shall be determined and ordered from time to time by the State Corporation Commission or other regulatory body having jurisdiction thereof. The Company further agrees to furnish to each customer, at no additional cost other than for rates and charges referred to in the above paragraph, a recognized standard meter or other instrument for measurement of electricity sold for computation of consumers’ bills and keep same in repair at its cost, which meters shall at all times be the property of the Company but subject to inspection by the Customer.

Section 6. Within sixty (60) days from and after the passage and approval of this ordinance, said Company shall file with the City Clerk of said City of Conway Springs, Kansas, its unconditional written acceptance of this Ordinance.

Section 7. This franchise is granted pursuant to the provisions of K.S.A. 12-2001.

Section 8. That this Ordinance, when accepted as above provided, shall constitute the entire agreement between the City and the Company relating to this franchise and the same shall supersede and cancel any prior understandings, agreements or representations regarding the subject matter hereof, or involved in negotiations pertaining thereto, whether oral or written.

Section 9.  Ordinance No. 805 is hereby repealed in its entirety.

Section 10. This Ordinance shall not take effect or become in force until it shall have been read in full at three regular meetings of the governing body, nor until and immediately after its final passage it shall be published in the official City newspaper once each week for three consecutive weeks, and such ordinance shall not take effect or be in force until after the expiration of sixty (60) days from the date of its final passage, nor pending the formal passage and taking effect of said Ordinance, an election shall be called as provided by law, then’ said Ordinance shall not take effect or become in force until the same shall have been duly approved as by law provided.

Section 11. Should the State Corporation Commission make an order binding on the City with respect to the franchise fee provisions of this ordinance, which would preclude Centel Corporation from recovering from its customers such cost, the parties hereto agree to renegotiate such provisions of this Ordinance in accordance with the Corporation Commission’s ruling.

(05-04-89)