<PAGE>

                                                                 EXHIBIT 10.1.40

                                ORDINANCE 96-32



AN ORDINANCE OF THE CITY OF SOUTH SIOUX CITY, NEBRASKA AMENDING SECTION 10-922
OF THE SOUTH SIOUX CITY MUNICIPAL CODE AS IT CONCERNS FRANCHISE PAYMENTS FOR
CABLE TELEVISION; REPEALING SECTION 10-907 OF THE SOUTH SIOUX CITY MUNICIPAL
CODE AS IT RELATES TO A PUBLIC ACCESS OPTION; REPEALING ALL ORDINANCES OR PARTS
OF ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING A TIME WHEN THIS ORDINANCE
SHALL BE IN FULL FORCE AND EFFECT.


    BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF SOUTH SIOUX CITY,
NEBRASKA:

    SECTION 1: That Section 10-922 of the South Sioux City Municipal Code be
amended to read as follows:

Section 10-922 CABLE TELEVISION; FRANCHISE PAYMENTS. The Company shall pay to
               -------------------------------------
the City for the use of the streets and other facilities of the City in the
operation of the CATV system and for the Municipal supervision thereof a
franchise fee. Actual details of the fees shall be set by resolution of the
Governing Body and are available for inspection at the office of the City Clerk.
The Company shall file with the City Clerk within thirty (30) days after the
expiration of each half year ending on January 1, and July 1, during the period
this franchise shall be in force, a financial statement showing in detail the
annual gross receipts of the portion of the Company's operation relating to the
South Sioux City system during the preceding semi-annual period. It shall be the
duty of the Company to pay to the City at the time of filing such statement the
franchise fee prescribed. The Company shall also file within ninety (90) days
following the conclusion of each fiscal year an annual report showing the yearly
total gross receipts from the South Sioux City, Nebraska system and payments to
the City for such fiscal year. Annually, but no later than the first day of the
twelfth (12th) month of the fiscal year, the City may request in writing to have
the above annual report audited by an independent Certified Public
Accountant(s), approved by the City at the City's expense, in accordance with
Statements on Auditing Standards applicable to special reports as set forth by
the American Institute of Certified Public Accountants.

    In the event this franchise should be terminated or forfeited prior to the
end of the basic five (5) year term or any extension thereof, the Company shall
within thirty (30) days submit to the City Council a financial statement
prepared as before required, showing the gross receipts of the Company for the
time elapsed since the last period for which the Company has paid to the City
the required percentage of gross annual receipts, and the Company shall pay to
the City not later than thirty (30) days following the termination of the
franchise, a like percentage of such gross receipts based on the then current
franchise fee, pro-rated accordingly.

    In the event that any payment is not made on or before the applicable date
fixed herein, interest on such payments shall apply from such date at the annual
rate allowed by law on delinquent real estate taxes as set forth in Section 45-
104.01, R.R.S., at the time such payment was due.
<PAGE>

    No acceptance of any payment by the City shall be construed as a release of
or an accord or satisfaction of any claim the City might have for further or
additional sums payable under the terms of this Article or for any other
performance or obligation of the Company hereunder.

    Payments of compensation made by the Company to the City pursuant to the
provisions of this Article shall not be considered in the nature of a tax but
shall be in addition to any and all taxes which are now or hereafter required to
be paid by any law of the United States, the State of Nebraska, County of
Dakota, or the City.

    SECTION 2: That Section 10-907 of the South Sioux City Municipal Code and
Section 7 of Ordinance No. 83-4 be repealed.

    SECTION 3: That all ordinances or parts of ordinances in conflict herewith
are hereby repealed.

    SECTION 4: That this ordinance shall be in full force and effect on January
1, 1997 after its passage, approval and publication as provided by law.

    PASSED AND APPROVED this 30th day of December 1996.
                             ----        --------



                                        /s/ [SIGNATURE ILLEGIBLE]
                                        ---------------------------------------
                                        MAYOR



ATTEST:

/s/ [SIGNATURE ILLEGIBLE]
---------------------------------
CITY CLERK


(SEAL)
<PAGE>

                              ORDINANCE NO. 96-31


AN ORDINANCE OF THE CITY OF SOUTH SIOUX CITY, NEBRASKA AMENDING ORDINANCE NO.
83-4 AND ORDINANCE NO. 86-22, RENEWING AND AMENDING THE FRANCHISE FOR A
COMMUNITY ANTENNA TELEVISION SYSTEM GRANTED BY THE CITY OF SOUTH SIOUX CITY,
NEBRASKA TO JONES CABLE INCOME FUND I-B/C VENTURE, A COLORADO PARTNERSHIP,
SUCCESSOR IN INTEREST TO NORTHEAST NEBRASKA CABLEVISION LIMITED PARTNERSHIP, A
NEBRASKA LIMITED PARTNERSHIP, SUCCESSOR IN INTEREST TO APOLLO COMMUNICATIONS,
INC., D/B/A SOO CABLE TV COMPANY, A KANSAS CORPORATION; AMENDING SECTIONS 10-
910, 10-919, 10-925 OF THE SOUTH SIOUX CITY MUNICIPAL CODE; REPEALING ALL
ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH AND PROVIDING A TIME WHEN
THIS ORDINANCE SHALL BE IN FULL FORCE AND EFFECT.



    WHEREAS, on May 3, 1983 the City Council for the City of South Sioux City,
Nebraska (the "City Council") enacted Ordinance No. 83-4 granting Apollo
Communications, Inc., d/b/a Soo Cable TV Company, a Kansas corporation
("Apollo"), the right to construct, install, operate and maintain in and along
the streets, alleys and public ways, and elsewhere within the corporate limits
of the City of South Sioux City, Nebraska, a community antenna television system
(the "Franchise"), which took effect on July 1, 1983; and,

    WHEREAS, on July 15, 1986, the City Council enacted Ordinance No. 86-22
amending Section 10 of Ordinance No. 83-4 amending the number of channels to be
provided over the community antenna television system ("CATV System"); and,

    WHEREAS, on December 20, 1985, the City Council enacted Resolution No. U-124
whereby the City Council approved the sale of the assets of Apollo and the
transfer of the Franchise to Northeast Nebraska Cablevision Limited Partnership,
a Nebraska limited partnership ("Northeast"); and,

    WHEREAS, on January 5, 1988, the City Council enacted Resolution No. X-1,
whereby the City Council approved the sale of the assets of Northeast and the
transfer of the Franchise to Jones Cable Income Fund I-B/C Venture, a Colorado
partnership (the "Company"); and,

    WHEREAS, said Ordinance No. 83-4, as amended has been incorporated in the
South Sioux City Municipal Code as Article 9 of Chapter 10.

<PAGE>

    NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF SOUTH
SIOUX CITY, NEBRASKA:

    SECTION 1: That Section 10 of Ordinance No. 83-4 (Sec. 10-910 of the South
Sioux City Municipal Code) be amended by adding a new paragraph at the end of
that Section to read as follows:

    By December, 1997, the Company shall perform a preliminary assessment as to
    the technical and economic viability of providing internet access to the
    Company's subscribers in the Franchise area. Depending upon such preliminary
    assessment, the Company may test the technical and economic parameters of
    providing internet access by providing such access on a limited basis to
    certain test homes. Depending upon the results of such test as to the
    technical capability of providing internet access and the demand by the
    Company's subscribers for internet access, the Company may provide such
    access at prices to be determined within the Company's sole discretion.
    Provided the Company can provide internet access based on the foregoing
    criteria, the Company shall provide free access to the institutional network
    ("Freenet") to all internet subscribers.

    SECTION 2: That the last paragraph of Section 19 of Ordinance No. 83-4 (Sec.
10-919 of the South Sioux City Municipal Code) be deleted in its entirety and
replaced by the following language:

    The Company shall continuously monitor developments in cable technology and
    how other cable companies in the region have incorporated or are planning to
    incorporate such developments into their cable systems. Once each year,
    between November 30 and December 31, the City Council and the Company shall
    hold review sessions to discuss such developments. Such review such sessions
    shall be open to the public and notice thereof shall be published once, not
    less than ten (10) days, nor more than twenty-five (25) days, before each
    review session. The published notice shall specify the topic to be
    discussed. Prior to the review session to be held in 1999, the Company shall
    prepare and deliver to the City Council a written report describing
    developments in cable technology and whether the Company plans to
    incorporate any such developments into its CATV System. Based on this
    report, the City and the Company may agree that the CATV System or the
    Franchise should be updated, changed, revised, or that additional services
    should be provided, based upon the economic feasibility of such update,
    change revision or provision of additional services. In determining whether
    such update, change, revision or provision of additional services is
    economically feasible, consideration shall be given to the Company's
    financial condition; economic waste, if any, that would occur should the
    changes be made; the remaining term of the Franchise; and the rate of return
    on the Company's investment in the City. Additionally, by June 30, 1997, the
    Company will perform an analysis and assessment of whether or not it would
    be economically feasible and cost effective to combine customer billing and
    locating services. In assessing the economic viability of such a plan, the
    Company will compare the administrative logistics and costs which the
    Company would incur to the cost savings, if any, and improvements in
    service, if any, to the Company's subscribers. Upon presentation of a
    written report to the City as to the foregoing assessment and analysis, the
    City and the Company shall jointly decide whether implementation of such a
    plan is feasible; provided, however, that in ranking such joint decision,
    the City shall accept the findings in the Company's written report as
    conclusive.


    SECTION 3: That the language in Section 25 of Ordinance No. 83-4 ( Sec. 10-
925 of the South Sioux City Municipal Code) is deleted in its entirety and
amended to read as follows:
<PAGE>


    This Ordinance and the rights, privileges and authority hereby granted and
    any franchise permitted or operated hereunder shall continue in full force
    and effect until June 30, 2003.


    SECTION 4. That Section 7 of Ordinance No. 83-4 be deleted in its entirety.

    SECTION 5: With the exception of the amendments to Sections 7, 10, 19, and
25 of Ordinance No. 83-4 as specified above, the Franchise shall continue in
full force and effect pursuant to the same terms and conditions as the original
Franchise, a copy of which is attached hereto as Exhibit A.

    SECTION 6: That all ordinances or parts of ordinances in conflict herewith
are hereby repealed.

    SECTION 7: That this ordinance shall be in full force and effect from and
after its approval and publication as provided by law.

    The City Council further acknowledges that it is not aware of any breach by
the Company of the Franchise or applicable law, and that the Company is
presently operating its CATV System in compliance with the terms and conditions
of the current Franchise.

    PASSED AND APPROVED this 30th day of December, 1996.



                                        CITY COUNCIL FOR THE CITY OF SOUTH
                                        SIOUX CITY, NEBRASKA


                                        By: /s/ [SIGNATURE ILLEGIBLE]
                                           -------------------------------
                                           MAYOR


ATTEST:

[SIGNATURE ILLEGIBLE]
-----------------------------
CITY CLERK



(SEAL)