AN ORDINANCE AMENDING SECTION 1.6.1 OF THE FRANCHISE AGREEMENT WITH JMZ (ORDINANCE 3760)

This First Amendment to Franchise Agreement (the “Amendment”) is entered into effective as of the 1st day of May 2024, by and between the CITY OF OSAWATOMIE, a Municipal corporation (the “City”), and JMZ CORPORATION, a Kansas corporation doing business as KwiKom Communications (“JMZ”).

WHEREAS, on March 22, 2018, the City and JMZ entered into a Franchise Agreement (the “Agreement”) pursuant to which, among other things, the City granted JMZ the right to install, operate and maintain a fiber network to provide data, telecommunications and other related services to residents and businesses in the City; and

WHEREAS, the parties desire to amend the Agreement to modify the methodology for calculation of the monthly franchise fee paid by JMZ to the City.

NOW THEREFORE, in consideration of the mutual covenants set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and JMZ agree as follows:

1.         Section 1.6.1 of the Agreement shall be deleted in its entirety and replaced with the following:

       Section 1.6.1   Franchise Fee; Audit.  During the term of this Agreement, JMZ agrees to pay the City a franchise fee of five percent (5%) of Gross Receipts, as such term is defined in K.S.A. 12-2001(c)(6), and any amendments thereto (the “Franchise Fee”). The Franchise Fee will be calculated on the last day of each calendar month, with no pro-ration for a partial month Customer.  JMZ shall pay its Franchise Fee at least quarterly, by the 15th day of the second month of each calendar quarter thereafter.  Any payment not timely paid shall accrue interest at ten percent (10%) per annum until paid.  JMZ agrees to keep accurate books for the purpose of determining the Franchise Fee, and no more than once per year, the City may, at the cost of the City and during regular business hours upon thirty (30) days’ notice, inspect JMZ’s books relative to calculation of the Franchise Fee, but only to the extent necessary to confirm the accuracy of payments due.  The City agrees to hold in confidence any non-public information it learns from JMZ to the fullest extent permitted by Law.

2.         Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect.

3.         This Amendment may be executed in one or more counterparts, including .pdf or other electronic signatures, each of which will constitute an original agreement, but all of which together will constitute one and the same instrument.

(05-01-2024)