December 11, 2021 Issue, Page 6 of 10

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6 Legals LXLP December 11, 2021 Publish one time (December 11, 2021) in the Elk City News. lieu of this Permit, Clarity shall have the right to terminate this Permit upon 90 days prior From time to time, and at any time, Clarity has the right to modify its rates and charges, at written notice to City. its discretion and without consent of City, including, but not limited to, the implementation ORDINANCE NO. 1240 of additional charges and rates; provided, however, that Clarity shall give notice to City of any 2.6 Renewal of Permit. Prior to the end of the Permit term, City and Clarity agree to enter such modifications or additional charges thirty (30) days prior to the effective date thereof. AN ORDINANCE OF THE CITY OF ELK CITY, OKLAHOMA, GRANTING A NON- into good faith negotiations regarding the renewal, modification, and/or extension of this 4.3 Conditions of Sale. Except to the extent expressly required by federal or state law, if a EXCLUSIVE PERMIT TO CLARITY TELECOM, LLC FOR THE CONSTRUCTION AND Permit. renewal or extension of the Permit is denied or the Permit is lawfully terminated, and City OPERATION OF A CABLE SYSTEM. either lawfully acquires ownership of the Cable System or by its actions lawfully effects a Section 3: Standards of Service transfer of ownership of the Cable System to another party, any such acquisition or transfer WHEREAS, the City’s role as manager of public rights-of-way and easements and as a regula- shall be at a fair market value, determined on the basis of the Cable System valued as a going tor of cable service requires it to maintain a fair and level playing field for all such service 3.1 Conditions of Street Occupancy. All transmission and distribution structures, poles, concern. providers; and other lines, and equipment installed or erected by Clarity pursuant to the terms hereof shall be located so as to cause a minimum of interference with the proper use of Public Ways and Clarity and City agree that in the case of a lawful revocation of the Permit, at Clarity’s request, which shall be made in its sole discretion, Clarity shall be given a reasonable opportunity to WHEREAS, City and Clarity have determined that it is in the best interest of all parties, in- with the rights and reasonable convenience of property owners who own property that ad- effectuate a transfer of its Cable System to a qualified third party. City further agrees that cluding the citizens of City, that Clarity be granted the right to construct and operate a cable joins any of such Public Ways. Clarity shall comply with all right-of-way and easement man- during such a period of time, it shall authorize Clarity to continue to operate pursuant to the system to provide cable services within the City; and agement ordinances and/or regulations enacted by City, including such ordinances and/or terms of its prior Permit; however, in no event shall such authorization exceed a period of regulations enacted after the effective date of this Permit. time greater than six (6) months from the effective date of such revocation. If, at the end of WHEREAS, the City Commission of Elk City, Oklahoma, has relied on Clarity’s representa- that time, Clarity is unsuccessful in procuring a qualified transferee or assignee of its Cable tions and has considered all information presented to it by Clarity, by City staff, and the pub- 3.2 Restoration of Public Ways. If during the course of Clarity’s construction, operation, System which is reasonably acceptable to City, Clarity and City may avail themselves of any lic, and has determined that Clarity has the technical, legal and financial ability to construct or maintenance of the Cable System there occurs a disturbance of any Public Way by Clarity, rights they may have pursuant to federal or state law; it being further agreed that City’s con- and operate a cable system and to provide cable services; and it shall, at its expense, replace and restore such Public Way to a condition reasonably com- tinued operation of its Cable System during the six (6)-month period shall not be deemed to be a waiver, nor an extinguishment of; any rights of either City or Clarity. Notwithstanding parable to the condition of the Public Way existing immediately prior to such disturbance. anything to the contrary set forth in this paragraph, neither City nor Clarity shall be required WHEREAS, based upon such representations, the City Commission of Elk City, Oklahoma, to violate federal or state law. has determined that it would be in the best interests of the City to grant Clarity a non-exclu- 3.3 Relocation at Request of Permitting Authority. Upon its receipt of reasonable ad- sive permit to construct, install, maintain and operate a cable system in the City, subject to vance notice, Clarity shall, at its own expense, protect, support, temporarily disconnect, 4.4 Transfer of Permit. All of the rights and privileges and all of the obligations, duties the terms and conditions set forth herein and applicable federal, state, and municipal stat- relocate in the Public Way, or remove from the Public Way, any property of Clarity when and liabilities created by this Permit shall pass to and be binding upon the successors of City utes, regulations and ordinances, is consistent with the public interest. lawfully required by City by reason of traffic conditions, public safety, street abandonment, and the successors and assigns of Clarity and the same shall not be assigned or transferred freeway and street construction, change or establishment of street grade, installation of sew- without the written approval of the City Commission, which approval shall not be unreason- NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF ELK CITY, OKLA- ers, drains, gas or water pipes, or any other type of structures or improvements by; City; ably withheld, conditioned or delayed; provided, however, that this Section shall not prevent the assignment or hypothecation of the Permit by Clarity as security for debt without such HOMA, THAT THE FOLLOWING ORDINANCE BE ENACTED: but, Clarity shall in all cases have the right of abandonment of its property. If public funds approval; and provided further that transfers or assignments of this Permit between any par- are available to any company using such street, easement, or right of way for the purpose of ent and subsidiary corporation or between entities of which at least fifty percent (50%) of “ELK CITY CABLE SYSTEM PERMIT defraying the cost of any of the foregoing, such funds shall also be made available to Clarity. the beneficial ownership is held by the same person, persons, or entities which are controlled or managed by the same person, persons, or entities, shall be permitted without the prior Section 1: Definition of Terms 3.4 Relocation at Request of Third Party. Clarity shall, on the request of any Person hold- approval of City (“intracompany transfers”). Clarity shall notify City in writing within thirty ing a building or other structure moving permit issued by City, temporarily raise or lower its (30) days of the closing of such intracompany transfer. For the purpose of this ordinance (the “Ordinance”), the following terms, phrases, words and wires to permit the moving of such building or other structure, provided: (a) the expense of abbreviations shall have the meanings ascribed to them below. When not inconsistent with such temporary raising or lowering of wires is paid by such Person, including, if required by Section 5: Compliance and Monitoring the context, words used in the present tense include the future tense, words in the plural Clarity, making such payment in advance; and (b) Clarity is given not fewer than ten (10) 5.1 Books and Records. Clarity agrees that City may review such of Clarity’s books and number include the singular number, and words in the singular number include the plural business days’ advance written notice to arrange for such temporary wire changes. records, during normal business hours and on a nondisruptive basis, as are reasonably neces- number: 3.5 Trimming of Trees and Shrubbery. Clarity shall have the authority to trim trees or oth- sary to monitor compliance with the financial terms hereof. Such records include, but are not er natural growth overhanging any of its Cable System in the Service Area so as to prevent limited to, any public records required to be kept by Clarity pursuant to the rules and regula- (A) “Affiliate” means an entity which owns or controls, is owned or controlled by, or is under branches from coming in contact with Clarity wires, cables, or other equipment. Clarity shall tions of the FCC. Notwithstanding anything to the contrary set forth herein, Clarity shall not common ownership or control with Clarity. reasonably compensate City or property owner for any damages caused by such trimming. be required to disclose information which it reasonably deems to be proprietary or confiden- tial in nature. City agrees to treat any information disclosed to it by Clarity as confidential, (B) “Basic Cable” means the tier of Cable Service regularly provided to all Subscribers that 3.6 Safety Requirements. Construction, installation, and maintenance of the Cable System to the extent not prohibited by law, and to disclose it only to employees, representatives, and agents of City that have a need to know, or in order to enforce the provisions hereof. includes the retransmission of local broadcast television signals. shall be performed in an orderly and workmanlike manner. All such work shall be performed in substantial accordance with applicable FCC or other federal, state, and local regulations. Section 6: Insurance, Indemnification and Bonds or Other Surety (C) “Cable Service” means (i) the one-way transmission to Subscribers of Video Programming The Cable System shall not unreasonably endanger or interfere with the safety of persons or or other programming service, and (ii) Subscriber interaction, if any, which is required for the property in the Service Area. 6.1 Insurance Requirements. Clarity shall maintain in full force and effect during the term selection or use of such Video Programming or other programming service. of the Permit, at its own cost and expense, Comprehensive General Liability Insurance in the 3.7 Aerial and Underground Construction. In those areas of the Service Area where all of amount of at least $1,000,000. Such insurance shall designate City as an additional insured (D) “Cable System” means a facility, consisting of a set of closed transmission paths and as- the transmission or distribution facilities of the respective public utilities providing telephone to the liability limits imposed by the Oklahoma Governmental Tort Claims Act, 51 O.S. §151, sociated signal generation, reception, and control equipment or other equipment that is de- communications and electric services are underground, Clarity likewise shall construct, oper- et seq. signed to provide Cable Service or other service to Subscribers. Clarity’s cable system will be ate, and maintain all of its transmission and distribution facilities underground; provided 6.2 Indemnification. Clarity agrees to indemnify, save and hold harmless, and defend City, a fiber to the home/business network within the City utilizing the latest GPON/XGS PON in- that such facilities are actually capable of receiving Clarity’s cable and other equipment with- its officers, boards and employees, from and against any liability for damages and for any frastructure. Services available over the Cable System will include an Internet Protocol video out technical degradation of the Cable System’s signal quality. In those areas of the Service liability or claims, in each case resulting from property damage or bodily injury (including service that includes the channels and programs commonly offered in the video marketplace Area where the transmission or distribution facilities of the respective public utilities provid- accidental death) which arise out of Clarity’s construction, operation or maintenance of its in the City, as well as an integrated over-the-top (OTT) marketplace providing consumers ing telephone communications and electric services are both aerial and underground, Clarity Cable System, including, but not limited to, reasonable attorneys’ fees and costs. access to content from providers like Netflix, Amazon Prime, Hulu, HBO max, etc. In addi- shall have the sole discretion to construct, operate, and maintain all of its transmission and tion, the Cable System will be capable of delivering high speed, symmetrical, bi- directional distribution facilities, or any part thereof, aerially or underground. Nothing contained in this 6.3 Bonds and other Surety. Except as expressly provided herein, Clarity shall not be re- Internet to residential customers ranging from 500 Mbps to 2 Gbps and upwards of 10 Gbps paragraph shall require Clarity to construct, operate, and maintain underground any ground- quired to obtain or maintain bonds or other surety as a condition of being awarded the Permit or continuing its existence. City acknowledges that the legal, financial, and technical quali- for business customers. mounted appurtenances such as subscriber taps, line extenders, system passive devices (split- fications of Clarity are sufficient to afford compliance with the terms of the Permit and the ters, directional couplers), amplifiers, power supplies, pedestals, or other related equipment. enforcement thereof. Clarity and City recognize that the costs associated with bonds and (E) “City” means the City of Elk City, Oklahoma, Oklahoma, a municipal corporation. Notwithstanding anything to the contrary contained in this paragraph, in the event that all other surety may ultimately be borne by the Subscribers in the form of increased rates for of the transmission or distribution facilities of the respective public utilities providing tele- Cable Service or other service. In order to minimize such costs, City agrees to require bonds (F) “Clarity” means Clarity Telecom, LLC, or the lawful successor, transferee, or assignee phone communications and electric services are placed underground after the effective date and other surety only in such amounts and during such times as there is a reasonably demon- thereof. of this Ordinance, Clarity shall only be required to construct, operate, and maintain all of its strated need therefor. City agrees that in no event, however, shall it require a bond or other transmission and distribution facilities underground if it is given reasonable notice and ac- related surety in an aggregate amount greater than $100,000 conditioned upon the substan- (G) “FCC” means Federal Communications Commission, or successor governmental entity cess to the public utilities’ facilities at the time that such are placed underground. tial performance of the material terms, covenants, and conditions of the Permit. Initially, no bond or other surety shall be required. In the event that one is required in the future, City thereto. agrees to give Clarity at least sixty (60) days’ prior written notice thereof stating the exact 3.8 Subscriber Charges for Extensions of Service. No Subscriber shall be refused service reason for the requirement. Such reason must demonstrate a change in Clarity’s legal, finan- (H) “Permit” means the initial authorization, or renewal thereof, issued by the City, regard- arbitrarily. However, if an area does not meet the density requirements of this Ordinance, cial, or technical qualifications which would materially prohibit or impair its ability to comply less of whether such authorization is designated as a franchise, permit, license, resolution, Clarity shall only be required to extend the Cable System to Subscribers in that area if the with the terms of the Permit or afford compliance therewith. contract, certificate, or otherwise, which authorizes construction and operation of the Cable Subscribers are willing to pay the capital costs of extending the Cable System. Clarity may System for the purpose of offering Cable Service or other service to Subscribers. require that such Subscribers pay the capital contribution for construction in advance. Sub- Section 7: Internet Access Service for Public Buildings; Emergency Alert scribers also shall be responsible for any standard/non-standard installation charges to ex- (I) “Person” means an individual, partnership, association, joint stock company, trust corpo- tend the Cable System from the tap to the residence. 7.1 Internet Access for Public Buildings. In lieu of any public, educational or governmen- tal video channels (PEG channels), during the term of this Permit, Clarity shall provide to ration, or governmental entity. City, at no charge, its fiber-based, bi-directional, symmetrical Internet service with speeds of 3.9 Pole Attachments. Utility poles owned by City or an affiliated entity shall be available up to 500 Mbps x 500 Mbps upload to one municipal public building location designated by (J) “Public Way” means the surface of, and the space above and below, any public street, high- for use by Clarity. Clarity shall pay City the maximum cable services pole rental rate as de- the City in writing to Clarity (the “Public Building Service”). Installation costs and equipment way, freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public termined by the rules of the FCC for the use of poles owned by City or its affiliate, but not to charges relating to the Public Building Service shall be paid by Clarity up to a maximum of way, drive, circle, or other public right-of-way, including, but not limited to, public utility exceed the amount paid by any other Cable Service provider attaching to such poles pursuant $25,000. The Public Building Service shall be used solely for Internet access and not for any easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any to a current and effective pole agreement. business or commercial use, any emergency system use, or any mission critical use. Accord- temporary or permanent fixtures or improvements located thereon now or hereafter held ingly, while Clarity shall use commercially reasonable efforts to ensure that the Public Build- by City in the Service Area which shall entitle City and Clarity to the use thereof for the Section 4: Revelation by Permitting Authority ing Service is available 24 hours per day, 7 days per week, consistent with its own network availability, Clarity shall have no liability whatsoever to the City or otherwise under this Per- purpose of installing, operating, repairing, and maintaining the Cable System. “Public Way” mit for any failure or unavailability of the Public Building Service. Buildout and availability also means any easement now or hereafter held by City within the Service Area for the pur- 4.1 Permit Fee. During the term of this Permit, Clarity shall pay to City a fee equal to five of the Public Building Service shall occur concurrently with Clarity’s planned buildout of the pose of public travel, or for utility or public service use dedicated for compatible uses, and percent (5%) of the gross revenues that Clarity and its affiliates collected from each subscriber Cable System, but in any event as quickly as commercially practicable once the Cable System shall include other easements or rights-of-way as shall within their proper use and mean- to Clarity’s Cable Services, and five percent (5%) of the portion of gross revenues from adver- has been constructed in the immediate vicinity of such locations. ing entitle City and Clarity to the use thereof for the purposes of installing or transmitting tising which are defined below the fee (“Permit Fee”). The Permit Fee may be identified and Clarity’s Cable Service or other service over poles, wires, cables, conductors, ducts, conduits, passed through on any subscriber bill by Clarity, and all such fees collected will be forwarded 7.2 Emergency Alert. Clarity shall comply with the federal Emergency Alert System regula- vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property to City quarterly and shall be due forty-five (45) days after the end of each calendar quarter. tions (47 C.F.R. Part 11). or equipment as may be necessary or appurtenant to the Cable System. Section 8: Miscellaneous Provisions (A) For purposes of this Permit, gross revenues are limited to the following: (K) “Service Area” means the present municipal boundaries of the City and all areas annexed 8.1 Preemption. If the FCC or any other federal or state body or agency shall now or here- into the City in the future. (1) recurring charges for Cable Services; after exercise any paramount jurisdiction over the subject matter of the Permit, then, to the extent such jurisdiction shall preempt and supersede or preclude the exercise of the like juris- (L) “Subscriber” means a user of the Cable System who lawfully receives Cable Service with (2) event-based charges for Cable Services, including but not limited to pay-per-view and diction by City, the jurisdiction of City shall cease and no longer exist. Clarity’s express permission. video-on-demand charges; 8.2 Employment Requirements. Clarity shall afford equal opportunity in employment to (M) “Video Programming” means programming provided by, or generally considered compa- (3) rental of set top boxes and other Cable Services equipment; all qualified persons. No person shall be discriminated against in employment because of rable to programming provided by, a television broadcast station. race, color, sex, religion, gender, national origin, age, familial status or disability. Clarity shall (4) service charges related to the provision of Cable Services, including, but not limited to, maintain and carry out a continuing program of specific practices designed to assure equal Section 2: Grant of Permit activation, installation, and repair; opportunity in every aspect of its employment policies and practices. 2.1 Grant; Build-Out Requirements. City hereby grants to Clarity a nonexclusive Permit (5) administrative charges related to the provision of Cable Services, including, but not lim- 8.3 Notice. Unless otherwise provided by federal, state or local law, all notices, reports or which authorizes Clarity to construct and operate a Cable System and offer Cable Service and ited to, service order and service termination charges; and demands pursuant to this Ordinance/Permit shall be in writing and shall be deemed to be other service in, along, among, upon, across, above, over, under, or in any manner connected sufficiently given upon delivery to a Person at the address set forth below, or by U.S. certified with Public Ways within the Service Area and for that purpose to erect, install, construct, (6) amounts billed to Cable Services subscribers to recover the Permit Fee authorized by this mail, return receipt requested, or by nationally or internationally recognized courier service repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any section. (such as Federal Express). If questioned, the party sending a notice shall have the burden Public Way and all extensions thereof and additions thereto, such poles, wires, cables, conduc- to prove receipt or rejection. Rejected notices shall be deemed delivered. The parties may tors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and (B) For purposes of this Permit, gross revenues do not include: designate such other address or addresses from time to time by giving notice to the other in other related property or equipment as may be necessary or appurtenant to the Cable System. the manner provided for in this section. (1) uncollectible fees, provided that all or part of uncollectible fees which is written off as Nothing in this Permit shall be construed to prohibit Clarity from offering any service over its bad debt but subsequently collected, less expenses of collection, shall be included in gross Cable System that is not prohibited by applicable law. Clarity shall build out the Cable System revenues in the period collected; If to City: over a reasonable period of time, and provided that the City timely issues permits and other Cheryl Sipes owners and users of critical infrastructure (such as utility poles) do not cause delay, not less (2) late payment fees; City Clerk than 50% build-out in two years and 90% build-out in three years to every residence (provid- P.O. Box 1100 ed that there is a request for Cable Service from Clarity in such area and excluding any home (3) revenues from contracts for in-home maintenance service unless they relate solely to Elk City, Oklahoma 73648 subscribing to any satellite service) within the Service Area where there is a minimum density maintenance on equipment used only for the provisioning of Cable Services and not for the provisioning of any other service provided by Clarity or its affiliates; of at least thirty (30) residences per linear strand mile of cable as measured from Clarity’s If to Clarity: closest commercially reasonable tie-in point that is actively delivering Cable Service as of the (4) amounts billed to Cable Services subscribers to recover taxes, fees or surcharges imposed Clarity Telecom, LLC date of such request for service. If such residence is located within one hundred twenty-five upon Cable Services subscribers in connection with the provision of Cable Services, other 5100 S. Broadband Lane (125) feet of Clarity’s feeder cable, the Cable Service will be provided at Clarity’s published than the Permit Fee authorized by this section; Sioux Falls, SD 57108 rate for standard installations. Cable Service offered to Subscribers pursuant to this Article Attn: Legal Notices shall be conditioned upon Clarity having legal access to any such Subscriber’s dwelling unit or (5) revenue from the sale of capital assets or surplus equipment; or other units wherein such Cable Service is provided. Nothing herein shall be construed to limit Copy to: Clarity’s ability to offer or provide bulk rate discounts or promotions. (6) charges, other than those described in subsection (A), that are aggregated or bundled with amounts billed to Cable Services subscribers. Clarity Telecom, LLC c/o Holland & Hart LLP 2.2 Term. The Permit granted pursuant to this Ordinance shall be for a term of ten (10) years (C) Gross revenues which are subject to the Permit Fee paid by Clarity additionally include a 555 17th Street, Suite 3200 from the passed and adopted date of the Permit unless otherwise lawfully terminated in ac- pro rata portion of all revenue collected by Clarity pursuant to compensation arrangements Denver, CO 80202 cordance with the terms of this Ordinance. for advertising (less any commissions Clarity receives from any third parties for advertising) Attn: Susan Oakes, Esq. and home-shopping sales derived from the operation of Clarity’s Cable System within the 2.3 Acceptance. Clarity shall accept the Permit granted pursuant hereto by signing this Or- Service Area. Advertising commissions paid to third parties (excluding any refunds, rebates, 8.4 Descriptive Headings. The captions to Sections contained herein are intended solely to dinance and filing same with the City Clerk within sixty (60) days after the passage and final or discounts the Company may make to advertisers) shall not be deducted from advertising facilitate the reading thereof. Such captions shall not affect the meaning or interpretation of adoption of this Ordinance. revenue included in gross revenue. The allocation of advertising and home-shopping revenue referred to above shall be based on the number of subscribers in City divided by the total the text herein. number of subscribers in relation to the relevant regional or national compensation arrange- 2.4 Favored Nations. In the event City enters into or has entered into a Permit of any kind ment. 8.5 Severability. If any Section, sentence, paragraph, term, or provision hereof is deter- with any Person other than Clarity to enter into the Public Ways for the purpose of construct- mined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or ing or operating a Cable System or providing Cable Service or video service to any part of (D) Bundling discounts shall be apportioned fairly among video and other services. Clarity by any state or federal regulatory authority having jurisdiction thereof, such determination the Service Area, the material provisions thereof shall be reasonably comparable to those shall not apportion revenue in such a manner as to avoid the Permit Fee. shall have no effect on the validity of any other Section, sentence, paragraph, term or provi- contained herein, in order that one operator not be granted an unfair competitive advantage sion hereof, all of which shall remain in full force and effect for the term of the Permit or any over another, and to provide all parties equal protection under the law. (E) The Permit Fee shall not apply to Internet access or Internet-based telephone services renewal or renewals thereof. offered by Clarity. If the FCC or any other federal or state governmental authority with ju- risdiction to do so authorizes the collection of such a fee during the term of this Permit, If another provider of Cable Services, video services or other television services utilizing any 8.6 Force Majeure. Clarity shall not be held in default under, or in noncompliance with, the then Clarity shall, upon reasonable notice of the imposition of such a fee by City that applies system or technology requiring use of the Public Way in the Service Area, is lawfully autho- equally to all Internet access or Internet-based telephone service providers within the Service provisions of the Permit, nor suffer any enforcement or penalty relating to noncompliance rized by any governmental entity or otherwise exempt from obtaining a permit as provided Area, commence remittance of a fee in the amount of not more than five percent (5%) of the or default, where such noncompliance or alleged defaults occurred or were caused by circum- for in this Ordinance in order to provide such services, City hereby agrees that, upon a request gross revenues collected from the sale of such Internet access or Internet-based telephone stances reasonably beyond the ability of Clarity to control. This provision includes, but is not from Clarity, as a matter of law, Clarity’s Permit will be modified within thirty (30) days of the services during the remaining term of this Permit; provided that City and Clarity agree to the limited to, severe or unusual weather conditions, fire, flood, or other acts of God, strikes, granting of such authorization or exemption for the purpose of establishing the same terms specific amount in an amendment to this Ordinance/Permit. This exclusion shall not apply work delays caused by failure of utility providers to service, maintain or monitor their utility and conditions as such person(s) on a competitively neutral basis. Except as specifically pro- to the payment of statutory “911” fees; such fees shall be collected and remitted by Clarity poles to which Clarity’s Cable System is attached, as well as unavailability of materials and/or vided in this paragraph, neither City nor Clarity shall be permitted to take any unilateral beginning the effective date of this Permit as required by applicable law. qualified labor to perform the work necessary.” action that materially changes the explicit mutual promises and covenants contained in this (F) In the event that any other video services provider, including but not limited to a cable Permit, and any changes, modifications or amendments to this Permit must be made in writ- operator or open video service provider, enters into any agreement or makes any arrange- ing, signed by City and Clarity. ment with City during the term of this Permit whereby it is required or allowed to pay a fee to City that is similar to the Permit Fee described herein, this Permit shall be amended to allow 2.5 Change of Law. In the event the federal, state or local law, rules or regulations are Clarity to substitute the definition of “gross revenue” set forth in that agreement or arrange- amended, modified or created that have the effect of modifying the terms and conditions of ment for the definition of “gross revenue” set forth in this Permit immediately upon request this Permit during the Term or any extension thereof, Clarity has the sole option to termi- of Clarity. Clarity and City agree that the Permit Fee shall be in lieu of all other concessions, nate this Permit upon ninety (90) days’ notice to City. Nothing in this Permit shall impair charges, excises, franchise, license, privilege, permit fees, taxes, or assessments except sales taxes, personal or real property taxes, and act valorem taxes. the right of Clarity to terminate this Permit and, at Clarity’s option, negotiate a renewal or replacement permit, franchise, license, consent, certificate or other authorization with any 4.2 Rates and Charges. City may not regulate the rates for the provision of Cable Service appropriate government entity (such as the State of Oklahoma). To the extent that Clarity or other service, including, but not limited to, ancillary charges relating thereto, except as obtains an authorization to operate a network and serve customers under applicable laws in expressly provided herein and except as may be authorized pursuant to federal and state law.