AN ORDINANCE GRANTING A 10-YEAR NON-EXCLUSIVE FRANCHISE TO MULTIMEDIA CABLEVISION, INC., ITS SUCCESSORS AND ASSIGNS TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE TELEVISION SYSTEM WITHIN THE CITY OF SEDGWICK, KANSAS.

NOW THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SEDGWICK, KANSAS AS FOLLOWS:

SECTION 1 - DEFINITIONS

For the purpose of this Ordinance the following terms, phrases, word and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural number include the singular number and words in the singular number include the plural number. The word “shall” is always mandatory and not merely directory.

(A) “FCC” is the Federal Communications Commission.

(B) “Multimedia” is Multimedia Cablevision, Inc., a South Carolina corporation.

(C) “City” is the City of Sedgwick.

(D) “Person” is any person, firm, partnership, association, corporation, company or organization of any kind.

(E) “Broadband Telecommunication Network” C'BTN”) or “System” shall mean all of the componeTJ.t, physical, operational and programming elements of any network of cable, optical electrical or electronic equipment, designed, constructed, wired or used for the purpose of producing, receiving, amplifying and transmitting by coaxial cable, fiber optics, microwave or other means audio and/or audio/visual electrical impulses of television, radio and other intelligences either analog or digital, including the cable television system, for sale or use by the inhabitants and businesses of the City, including without limitation antenna, cable, fiber, wires, lines, towers, amplifiers, conductors, converters, equipment and facilities.

(F) “Gross Annual Receipts” shall mean any and all revenues from cable television subscribers for furnishing or selling cable television programming services provided through the BTN in the City of Sedgwick. Any taxes or fees on services furnished by Multimedia herein imposed directly or indirectly on any subscriber by an state, city or other governmental unit or third party and collected by Multimedia on behalf of such entity are excluded.

SECTION 2 - GRANT

(A) Multimedia is hereby granted the nonexclusive right to construct on, through, along, under and over the streets, highways, easements, rights of way, and other public places of the City of Sedgwick, a distribution system for the BTN which system is to include, but not necessarily be limited to, a line or lines of wire, cables, fiber, or other conductors, together with all necessary feeders or service wires, poles and other attachments, devices or apparatus necessary to or usually used in connection with such a system; to maintain and keep the system in proper condition after its construction; and to operate the system in the usual and customary manner.

(B) This franchise includes the right for Multimedia to make such contracts as it deems necessary and proper and is able to negotiate with those public utilities and service corporations already holding franchises from the City of Sedgwick, permitting it to use the existing utility poles and facilities for its installation and to erect any necessary poles and facilities for its own exclusive use.

SECTION 3 - CONSTRUCTION STANDARDS

(A) All work performed in the construction, operation, maintenance and repair of the system shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. All construction, including installation, shall conform to all applicable federal and state laws and regulations, ordinances, local laws and regulations and the National Electric Safety Code. It is understood that notwithstanding such standards the grantee shall have the right to wire and install its own power supplies. The Corporation shall provide to the City, all maps, plans and specifications as to proposed installations and shall keep the City informed as to any proposed changes or alterations in same.

(B) Any property damaged or destroyed by Multimedia shall be repaired or replaced by Multimedia and reasonably restored to its pre-existing condition.

(C) Multimedia shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks and other public places so as to prevent the branches of such trees from coming into contact with the facilities of Multimedia.

(D) Multimedia shall, upon seventy-two (72) hours advance written notice, from any person holding an appropriate permit issued by the City, temporarily raise or lower its lines to permit the moving of any building or structure. The actual expense of such temporary removal shall be paid by the person requesting the same and Multimedia shall have the right to require payment in advance for such temporary removal.

SECTION 4 - REQUIRED EXTENSIONS OF SERVICE

The Cable System as constructed as the date of the passage and final adoption of this Ordinance substantially complies with the material provisions hereof. Grantee is hereby authorized to extend the Cable System as necessary, as desirable, or as required pursuant to the terms hereof within the Service Area. Whenever Grantee shall receive a request for service from at least fifteen (15) Subscribers within 1320 cable bearing strand feet (one-quarter cable mile) of its trunk or distribution cable, it shall extend its Cable System to such subscribers at no cost to said Subscribers for system extension, other than the usual connection fees for all Subscribers; provided that such extension is technically feasible, and if it will not adversely affect the operation, financial condition or market development of the Cable System.

SECTION 5 - INDEMNIFCA TION AND INSURANCE

(A) Multimedia shall at all times indemnify the City and the individual members of the City's Governing Body from any actions, suits, damages, costs, charges or expenses resulting from the location, maintenance or operation of the BTN in the City.

(B) Grantee shall keep the system and system facilities continuously insured against such risks as are customarily insured against by businesses of like size and type, including but not limited to:

1. Liability insurance for bodily injury including death with limits of at least $2,000,000 per occurrence and with single limits of at least $500,000 per occurrence for property damage including loss of use occurring on, arising out of or in any way related to the system and system facilities.

2. Workmen's Compensation Insurance of statutory limits and Employer's Liability Insurance with limits of not less than $100,000.

3. Comprehensive Automobile Liability Insurance of at least $500,000 per occurrence and with single limits of at least $500,000 per occurrence for property damage including loss of use occurring on, arising out of, or in any way related to the system and system facilities.

(C) A certificate evidencing the above required coverages shall be submitted to the City of Sedgwick within thirty (30) days after the final effective date of this Ordinance. The certificate shall provide at least thirty (30) days advance written notice to the City of any cancellation, reduction, or nonrenewal of coverage.

SECTION 6 - SERVICES

(A) Upon request, Multimedia shall provide to the City one (1) cable outlet with free installation and free monthly basic service to City owned buildings and public schools within a serviceable area. Multimedia shall not be responsible for internal wiring of these said locations.

(B) Multimedia shall reserve one (1) channel exclusively for the City to be used solely by the City for the purpose of providing noncommercial public, governmental or educational information. Multimedia shall provide and activate such channel to the City within ninety (90) days from the effective date of this Ordinance. The City shall be responsible for payment, provision and maintenance of equipment necessary to feed such transmissions.

SECTION 7 - FRANCHISE FEE

(A) Multimedia shall remit annually five percent (5%) of its gross annual receipts, as defined in Section 1 (F) hereof, derived in such twelve-month period from its cable television operations in the City of Sedgwick.

(B) The aforesaid payments shall be made to the City of Sedgwick, without demand, annually, no later than 60 days after the end of each calendar year. Multimedia shall keep an accurate record of its gross annual receipts during the twelve month period.

SECTION 8 - SERVICE PROCEDURES

Multimedia shall maintain a (toll free) phone number for the purpose of receiving orders for service and resolving all complaints regarding the quality of service, equipment malfunctions and similar matters for prompt resolution.

SECTION 9 - DISCRIMINATION PROHIBITED

Multimedia shall not refuse to hire or employ, nor bar or discharge from employment, nor unlawfully discriminate against any person in terms, conditions or privileges of employment because of age, race creed, color, national origin or sex.

SECTION IO-ABANDONMENT OF SERVICE

Multimedia shall not abandon any service or any portion thereof without the written consent of the City.

SECTION 11 - BOOKS AND RECORDS

The City reserves the right to inspect all pertinent books, records, maps, plans, financial statements and other like materials of Multimedia, upon reasonable notice and during regular business hours.

SECTION 12 - RESERVATION OF RIGHTS

The City reserves the right to adopt, in addition to the provisions contained in the franchise ordinance and existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of its police power; provided, however, that such regulations shall be reasonable and not materially in conflict with the rights and privileges granted in the ordinance, or with any provision of federal law.

SECTION 13 - TERM

This Ordinance shall remain in full force and effect for a period often (10) years from the effective date hereof. Thereafter renewal of the ordinance shall be governed by applicable federal and, to the extent not inconsistent therewith, state law.

SECTION 14 - GOVERNING LAW

This Ordinance is subject to all applicable provisions of the Communications Act of 1934, as amended, and regulations promulgated by the FCC pursuant thereto, as well as state laws or regulations governing cable television operations not inconsistent therewith.

SECTION 15 - SEPARABILITY

If any section, subsection, sentence, clause, phrase, or portion of this:franchise ordinance is for any reason held invalid by any court or agency of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions of the franchise ordinance.

SECTION 16 - SUCCESSORS AND ASSIGNS

The rights and privileges and all of the obligations, duties and liabilities created by this Ordinance shall pass to and be binding upon the successors of the City and the successors and assigns of Multimedia.

(01-21-1999)