§ 24. City rights in franchise.

(a)

The right is hereby reserved to the city or the city council to adopt, in addition to the provisions contained herein and in existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of the police power; provided that such regulations, by ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted.

(b)

The city shall have the right to inspect the books, records, maps, plans, income tax returns and other like materials of the grantee at any time during normal business hours.

(c)

The city shall have the right, during the life of this franchise, to install and maintain free of charge upon the poles of the grantee any wire and pole fixtures necessary for a police alarm system, on the condition that such wire and pole fixtures do not interfere with the CATV operations of the grantee.

(d)

The city shall have the right to supervise all construction or installation work performed subject to the provisions of this franchise and make such inspections as it shall find necessary to ensure compliance with the terms of this franchise and other pertinent provisions of law.

(e)

At the expiration of the term for which this franchise is granted, or for the term of any extension or renewal thereof, or upon its termination and cancellation, as provided for herein, the city shall have the right to require the grantee to remove at its own expense all portions of the CATV system from all public ways within the city.

(f)

At the expiration of the term for which this franchise is granted, or upon its termination and cancellation, as provided for herein, the city, at its election, and upon the payment to the grantee of the fair and reasonable market value in accordance with the following formula, shall have the right to purchase and take over all of that part of grantee's CATV system located in the City of Hoover, Alabama and its police jurisdiction.

The purchase price shall be the fair and reasonable market value of the property and business of the company to be acquired hereunder as of the date of the exercise of this option, as determined by agreement of the parties hereto. If the parties hereto fail to agree upon the fair and reasonable market value of said business and property, the same shall be fixed and determined by a board of three (3) disinterested appraisers, one each of whom shall be selected by the city and the company. The two (2) appraisers thus selected shall select the third appraiser. The city and the company shall select their appraisers within ten (10) days after the date of the exercise of the option herein granted. The two (2) appraisers elected as aforesaid shall select the third appraiser within ten (10) days after their selection by the city and the company, respectively. In default thereof, the third appraiser shall forthwith be selected by the presiding judge of the tenth judicial circuit of Alabama. The three (3) appraisers thus selected shall file their appraisement of the fair and reasonable market value of the business and property of the company as of the date of the exercise of this option, within sixty (60) days after the selection of the third appraiser as aforesaid. Said appraisement shall be in writing and shall be filed with both the city and the company.

The above price shall not include, and the grantee shall not receive, anything for the valuation of any right or privilege appertaining to it under this franchise. Upon the exercise of this option by the city and its service of an official notice of such action upon the grantee, the grantee shall immediately transfer to the city possession and title to all facilities and property, real and personal, of the CATV business located in the city and its police jurisdiction, free from any and all liens and encumbrances not agreed to be assumed by the city in lieu of some portion of the purchase price set forth above; and the grantee shall execute such warranty deeds or other instruments of conveyance to the city as shall be necessary for this purpose. The grantee shall make it a condition of each contract entered into by it with reference to its operations under this franchise that the contract shall be subject to the exercise of this option by the city and that the city shall have the right to succeed to all privileges and obligations thereof upon the exercise of such option. Provided, however, that the city shall have the right unilaterally to increase the purchase price provided for above, should it so elect, by an ordinance amendatory hereto. But such right shall not be construed as giving the grantee a right to any price in excess of that set forth above.

(g)

After the expiration of the term for which this franchise is granted, or after its termination and cancellation, as provided for herein, the city shall have the right to determine whether the grantee shall continue to operate and maintain the CATV system pending the decision of the city as to the future maintenance and operation of such system.

(h)

It is specifically recognized and agreed that if grantee's operation is conducted under the provisions of section 3(c) of this franchise, the city claims no rights under this section as to the equipment or installation of Southern Bell Telephone and Telegraph Company, and the grantee herein is not prejudiced if it chooses such method of operation.