Permission is hereby granted to the Detroit Edison Company, Incorporated, under the laws of the States of Michigan and New York, its successors and assigns, to construct, maintain and operate in the public streets, highways, alleys and other public places in the City of Madison Heights, Oakland County, Michigan, all needful and proper poles, towers, mains, wires, pipes, conduits and all such lines and other apparatus requisite for the transmission, transforming and distribution of electricity for public and private use, and to transact a local electric business within said city, subject, however, to all conditions and restrictions hereinafter contained.

The conditions of the foregoing grant are as follows:

(a)

The grantee shall do no injury to any street, highway, alley or other public place, or to any shade trees, or in any manner disturb or interfere with any water or gas pipes, or with any public or private sewer, now or hereafter laid or constructed by any authorized person or corporation.

(b)

The city may, in its discretion, grant permission for the trimming of trees when necessary to make the lines safe and accessible, such trimming to be done under its supervision.

(c)

The construction of said lines shall be in accordance with the rules and regulations of the Michigan Public Service Commission or its successor.

(d)

The said grantee, before entering upon any street, highway, alley or other public place for the purpose of erecting and constructing any poles, mains, wires, pipes, conduits or other apparatus, shall in writing notify the city or its representatives of the proposed construction, and shall, if the city so requires, file with them a sufficient plan and specification, showing the nature and extent of the proposed erection and construction.

(e)

No street, highway, alley or public place shall be allowed to remain open or encumbered by the construction work of the said grantee for a longer period than shall be necessary to execute the said work, and the grantee shall at all times conform to all ordinances of the city, now or hereafter in force, relative to the fencing and lighting or obstructions and excavations.

(f)

The grantee shall save the city harmless from the judgment that may be recovered against the city by reason of the wrongdoing or negligence of the said grantee in the erection and maintenance of said poles, mains, wires and other apparatus or construction.

(g)

Said grantee shall make due provision upon 48 hours' notice in writing by raising its wires or otherwise, for the passage of any barn, building or other structure on or over any street, highway or public place occupied by the mains, wires, poles and apparatus of said grantee.

(h)

This franchise is not exclusive.

In consideration of the granting of this franchise, grantee agrees that its rates and charges for electric service in the City of Madison Heights shall not exceed its rates and charges for like service elsewhere in its service area, evidenced by its uniform rate schedules at the time on file with and approved by the Michigan Public Service Commission. It is understood that the grantee is subject to regulation by the Michigan Public Service Commission and that any order, rule or regulation by that commission or its successor will prevail over any regulation herein contained or provided for in case of conflict.

This grant shall take effect if said grantee shall, within 15 days from the date of the passage of this Ordinance, file with the city clerk its written acceptance of the terms of same, and upon the confirmation of this grant, by the affirmative vote of three-fifths of the electors of said city, voting thereon at a special election to be held on Monday, the seventh day of April 1969, as provided for by the Statutes and the State Constitution.

If not confirmed by the electors voting at said election, this Ordinance shall be null and void.

This franchise and Ordinance shall be and remain in force for 30 years from and after the date of its confirmation by the electors of the City of Madison Heights, Oakland County, Michigan.

Nothing in this grant shall be construed to alienate the title of the public in and to any street, highway, alley or public place or any portion thereof, neither shall anything herein be construed in any manner as a surrender by the City of Madison Heights of its legislative power with respect to the subject matter hereof, or with respect to any other matter whatsoever; nor as in any manner limiting the right of the said City of Madison Heights to lawfully regulate the use of any street, avenue, highway or public place within its jurisdiction.

The City of Madison Heights, Oakland County, Michigan, grants to the Consumers Energy Company, a Michigan corporation (grantee), the right to lay, maintain, and operate gas mains, pipes and services on, along, across, and under the highways, streets, alleys, bridges, waterways, and other public places, and to do a local gas business in the City of Madison Heights, Oakland County, Michigan, for a period of 30 years.

In consideration of the rights granted, grantee shall faithfully perform all things required by the terms of this ordinance.

No highway, street, alley, bridge, waterway, or other public place used by grantee shall be obstructed longer than necessary during the work of construction or repair, and shall be restored to the same order and condition as when said work was commenced. All of grantee's pipes and mains shall be so placed as not to unnecessarily interfere with their use for highway purposes.

Grantee shall at all times keep and save the city free and harmless from all loss, costs and expense to which it may be subject by reason of the construction and maintenance of the structures and equipment authorized by this ordinance. In case any action is commenced against the city on account of the permission given, grantee shall, upon notice, defend the city and save it free and harmless from all loss, cost and damage arising out of such construction and maintenance. This hold harmless agreement shall not apply to any loss, cost, damage, or claims arising solely out of the negligence of the city, its employees or its contractors. Furthermore, in the event that any loss, cost, damage, or claims arise out of the joint negligence of the grantee and the city, its employees or its contractors, this hold harmless agreement shall not apply to the proportional extent of the negligence of the city, its employees or its contractors.

Grantee shall construct and extend its gas distribution system within the city and shall furnish gas to customers in accordance with applicable laws, rules and regulations.

The rights granted by this ordinance are not exclusive. Either manufactured or natural gas may be furnished.

Grantee shall be entitled to charge the inhabitants of the city for gas at the rates approved by the Michigan Public Service Commission, to which commission or its successors, authority and jurisdiction to fix and regulate gas rates and rules regulating such service in the city, are granted for the term of this franchise. Such rates and rules shall be subject to review and change at any time upon petition being made by either city, acting by its city council, or by grantee.

The franchise granted by this ordinance is subject to revocation upon 60 days written notice by the party desiring such revocation.

Grantee shall, as to all other conditions and elements of service, be and remain subject to the reasonable rules and regulations of the Michigan Public Service Commission or its successors, applicable to gas service in the city.

This ordinance, when accepted and published, shall repeal the provisions of a gas ordinance adopted by the city council on October 8, 1973 entitled:

AN ORDINANCE, granting to CONSUMERS POWER COMPANY, its successors and assigns, the right, power and authority to lay, maintain and operate gas mains, pipes and services on, along, across and under the highways, streets, alleys, bridges and other public places, and to do a local gas business in the CITY OF MADISON HEIGHTS, OAKLAND COUNTY, MICHIGAN, for a period of 30 years.

and amendments, if any, to such ordinance whereby a gas franchise was granted to Consumers Energy Company.

This ordinance shall take effect upon the day after the date of its publication except it shall cease and be of no effect after 30 days from its adoption unless within said period the grantee shall accept the same in writing filed with the city clerk. Upon publication and acceptance, this ordinance shall constitute a contract between city and grantee.

Any pre-existing cable television franchise held by Continental Cablevision of Oakland County, Inc. is revoked.

The City of Madison Heights, Michigan ("city") has reviewed the qualifications and proposal submitted by Continental Cablevision of Michigan, Inc. ("grantee") and finds that grantee is qualified and its proposal would satisfy the city's current and future cable-related needs.

The city consents to grantee constructing, installing and maintaining a cable system, including all necessary lines, equipment, facilities on, along, across and under the highways, streets, alleys, bridges and other public places for a period no longer than 15 years, subject to all requirements of Ordinance No. 925. Grantee agrees that the system may not be used to provide other telecommunication services.

The city grants a franchise to grantee to operate a local cable television business in the city for a period of ten years as set forth in the proposal submitted to the city by grantee. The terms of the franchise shall be extended for an additional five years upon written certification by the grantee of the following:

(a)

Completion of the construction or upgrading of the cable system as set forth in the franchise.

(b)

Payment of all grants and franchise fees as set forth in the franchise.

(c)

Formal review of terms of other franchises of grantee coming within the requirements of section 7½-56 specifically including periodic payment of cash or equipment, personnel or in-kind in support of PEG access exceeding five percent per annum of gross revenues.

This Ordinance shall take effect on upon publication of a summary; provided, however, it shall cease and be of no effect unless grantee accepts the franchise in writing in a form approved by the law firm of O'Reilly, Rancilio, Nitz, Andrews & Turnbull, P.C., 12900 Hall Road, Suite 350, Sterling Heights, Michigan 48313-1151. Upon publication of the summary and acceptance this Ordinance shall constitute a contract between the city and grantee.

The various parts, sections and clauses of this Ordinance are declared to be severable. If any part, sentence, paragraph, section or clause is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of the ordinance shall not be affected.

The repeal provided for shall not abrogate or affect any offense of [or] act committed or done, or any penalty or forfeiture incurred, or any pending litigation or prosecution of any right established or occurring prior to the effective date of this Ordinance. City deems the grantee to be in substantial compliance with the ordinance repealed in section 1.

All other ordinances inconsistent with the provisions of this Ordinance are, to the extent of such inconsistencies, repealed.

The city clerk shall cause this Ordinance to be published in the matter [manner] required by law.

The City of Madison Heights, Michigan ("city") has reviewed the qualifications and proposal submitted by Ameritech New Media, Inc., ("grantee") and finds that grantee is qualified and its proposal would satisfy the city's current and future cable-related needs in competition with Continental Cablevision of Michigan, Inc.

The city consents to grantee erecting, constructing, installing and maintaining a cable television system, including all necessary lines, equipment, and other facilities, on, along, across and under the highways, streets, alleys, bridges and other public places for a period no longer than 15 years, subject to all requirements of Ordinance No. 925 (Local Cable Ordinance"). Grantee agrees that the system may not be used to provide telecommunication services.

The city grants a franchise to grantee to operate a local cable television business in the city for a period of 15 years.

This Ordinance shall take effect upon publication of a summary; provided, however, it shall cease and be of no effect unless grantee accepts the franchise in writing in the form attached as Exhibit "A" (the "Acceptance Agreement"). Upon publication of the summary and acceptance, this Ordinance shall constitute a contract between the city and grantee.

The last sentence of section 7½-5 of the Local Cable Ordinance is amended to read as follows:

"City may after the termination of a franchise due to the expiration of a franchise and absent renewal, the denial of a request to renew a franchise or other lawful cause, acquire an ownership interest in the cable system, or require a sale of the cable system to any other person at not less than fair market value for the cable system as a going concern."

Subsection 7½-6(1) of the Local Cable Ordinance is amended to indicate that a forfeiture of the franchise will require a violation of "any material provision of the franchise or this chapter."

Section 7½-7 is amended to read as follows:

"Continuity of Service.

"As to continuity of service, and subject to Grantee's federal and state constitutional and statutory rights which the parties are deemed not to have waived under this Agreement, the parties agree as follows:

"a.

Service After Revocation, Termination, Nonrenewal, Abandonment or Withdrawal. Subject to applicable federal and state law, grantee shall provide service for an interim period of up to 18 months beyond:

"(1)

Any then-existing Term of this Franchise Agreement or any renewal of the Term;

"(2)

45 days' notice from grantee to the City of Grantee's proposed abandonment, withdrawal or cessation of service; or

"(3)

The effective date of any revocation, termination or nonrenewal/expiration of this Agreement.

"b.

City Assistance. During such interim period, the City will assist and otherwise use its best efforts to assist grantee in providing a satisfactory basis for Grantee to continue providing service under this Agreement.

"c.

Revenues. During any such interim period in which Grantee continues to provide service, Grantee is entitled to all revenue collected, less any franchise fees or other moneys owed to the City; provided, however, that grantee is not required during any such interim period to provide service if the revenues collected are less than the operating costs incurred."

The definition of local gross revenues set forth in section 7½-8 of the Local Cable Ordinance is amended to read as follows:

"Gross Revenues derived from the cable systems' means compensation, in whatever form, exchange or otherwise, received by Grantee from subscribers for the provision of cable service over the cable system in the City of Madison Heights and shall include, without limitation, advertising revenues. This term does not include any sales, excise or other taxes collected by Grantee on behalf of any state, city or other governmental unit, and shall be net of bad debt, refunds to subscribers and home shopping revenues."

(a)

By enacting this Ordinance No. 932 and awarding the Franchise to grantee pursuant to this Ordinance, the city is acknowledging that: (i) the city has analyzed fully and considered the technical ability, financial condition and legal qualifications of grantee; (ii) the city, after such consideration, analysis and deliberation as are required by applicable law (including, without limitation, the city's Local Cable Ordinance), has approved and found sufficient the technical, financial and legal qualifications of grantee to provide cable television service; and (iii) the city has also considered and analyzed the plans of grantee for the construction and operation of a cable television system and found the same to be adequate, feasible, in the public interest and in compliance with all applicable requirements of the Local Cable Ordinance, including, without limitation, Article IV of the Local Cable Ordinance.

(b)

In the event of any conflict between this Ordinance No. 932 and the Local Cable Ordinance or between Grantee's Acceptance Agreement and the Local Cable Ordinance, this Ordinance No. 932 and Grantee's Acceptance Agreement shall prevail.

(a)

The city accepts the description of Grantee's Cable System Architecture which is contained in Attachment A to Grantee's Acceptance Agreement.

(b)

An exemption is granted with respect to section 7½-18 ("Public service installations") of the Local Cable Ordinance and substituted in its place are the following provisions:

"Grantee shall provide one free standard installation and basic service, exclusive of premium or pay-per-view services (as those terms are defined from time to time), at no charge to the locations described in Subparagraph 5.D of the Acceptance Agreement, provided that grantee shall provide full service to one outlet in City Hall for purposes of facilitating city administration of the Franchise."

Grantee's "obligation to serve all residents of the city who pay for services" under section 7½-21 of the Local Cable Ordinance shall be subject to section 2 of the Acceptance Agreement. Section 7½-21 is further amended by adding the following at the end of the existing section 7½-21:

"Those portions of the Franchise Area which do not have the density of 20 potential subscribers per linear mile shall be served by grantee if the potential subscribers agree to a grant-in-aid of construction on the following terms and conditions:

"(i)

Grantee shall receive written requests from a minimum of ten potential subscribers per linear mile or an equivalent pro rata number based on the actual length of the extension.

"(ii)

Grantee shall calculate its then current cost per mile of extension. This shall be divided by 20 locations per linear mile to arrive at the required per location investment grantee must make.

"(iii)

The potential subscribers requesting service shall then be multiplied by grantee's investment per location and this total amount shall be subtracted from grantee's current cost per linear mile.

"(iv)

The remaining amount shall then be shared pro rata by the potential subscribers requesting service and paid to grantee before the time the extension is made."

The last sentence of Subsection 7½-22(2) of the Local Cable Ordinance is amended to read:

"In case of any physical disturbance or damage to any streets, public ways or other municipal properties occurring in the course of erection, installation, construction, reconstruction, replacement, removal, repair, maintenance or operation, the franchisee shall promptly repair such disturbance and damage at its own expense and in a manner reasonably approved by the city, and such repair shall be coordinated to the extent possible with any other work underway in the right-of-way."

Section 7½-24 of the Local Cable Ordinance is amended by adding the following at the end of the section:

"However, nothing in this section shall require that grantee pay damages or other costs to a subscriber or homeowner when that subscriber or homeowner requested that grantee remove, replace or relocate cable and grantee exercised due care in the performance of that service, or when the customer provided false information to grantee on which grantee relied."

Section 7½-26 of the Local Cable Ordinance is clarified to indicate that section 7½-26 shall not apply to any sale, assignment or transfer to one or more purchasers, assignees or transferees controlled by, controlling, or under common control with, grantee, and grantee shall be permitted to effect any such sale, assignment or transfer without obtaining the prior approval of the city, provided that the grantee shall in any event fully comply with all federal, state and county laws and regulations that are applicable to the completion of such sale, assignment or transfer, and provided further that such sale, assignment or transfer shall not relieve grantee of its liability or obligation under this Agreement unless. otherwise agreed to in writing by the city.

Section 7½-31 of the Local Cable Ordinance does not require grantee to have any of its agents or employees reside within the city's boundaries so long as grantee continues to provide safe, adequate and prompt service for its facilities.

Section 7½-32 of the Local Cable Ordinance is amended to read as follows:

"Copies of all petitions, communications and applications submitted by the franchisee to the Federal Communications Commission, Securities and Exchange Commission, or any other federal or state regulatory commission, or agency having jurisdiction in respect to any matters affecting operations of the cable television system authorized pursuant to this franchise, shall also be submitted to the city upon request; provided, however, that, if any such petition, communication or application has any material adverse effect with respect to grantee's Cable System in the city or the performance of grantee's duties under its Franchise Agreement with the city, grantee shall submit copies of such petition, communication or application without request; provided, further, that grantee shall not be required to submit State or Federal tax returns, or any information exempted under federal privacy laws, including section 631 of the Federal Cable Act (codified at 47 USC § 551)."

Subsection 7½-34(1) of the Local Cable Ordinance is amended to read as follows:

"The right is reserved to the city to adopt, in addition to the provisions and existing applicable ordinances, such additional regulations of general applicability 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 these rights, and shall not be in conflict with the applicable laws of the State of Michigan or the United States."

Subsection 7½-34(3) of the Local Cable Ordinance is amended to read as follows:

"The franchisee shall install as part of its Cable System, and shall operate through the Term, an Emergency Alert System (EAS) (or the successor to that system) in accordance with all requirements imposed from time to time by the Federal Communications Commission, including, without limitation, the requirements that cable television systems transmit a visual EAS message on at least one channel (47 C.F.R. § 11.51(g)(3)) and that cable systems also provide video interruption and an audio EAS message on all channels, with the audio message further stating which channel is carrying the visual message (47 C.F.R. § 11.51(g)(2))."

Section 7½-36 of ("Customer Service Standards") of the Local Cable Ordinance is amended to read as follows:

"Service to Customers:

"a.

Customer Service Cable Standards.

"Grantee shall meet or exceed the FCC standards regarding customer service set forth in section 76.309 of the FCC Rules.

"b.

Customer Service Guarantees.

"Grantee guarantees that installations and service calls will be performed during the time-period agreed upon with the subscriber or subscriber remuneration will be provided. Remuneration will be determined by subscriber requirements, and may take the form of free installation, service credit or promotional items of comparable value.

"c.

Communications With Subscribers.

"(1)

Grantee shall provide written information concerning each of the following areas at the time of installation of service, at least annually to all subscribers, and at any time upon reasonable request:

"(i)

products and services offered;

"(ii)

prices and options for programming services and conditions of subscription to programming and other services;

"(iii)

installation and service maintenance policies;

"(iv)

channel positions of programming carried on the Cable System; and

"(v)

billing and complaint procedures, including the address and telephone number of the city's designated office.

"(2)

Subscribers and the city will be notified of any changes in rates, programming services or channel positions as soon as possible in writing. Notice will be given to subscribers a minimum of 30 days in advance of such changes if the change is within the control of grantee. In addition, grantee shall notify subscribers 30 days in advance of any significant changes in the other information required pursuant to Subsection (a) above.

"d.

Billing.

"(1)

Bills will be clear, concise and understandable. Bills will have full itemization including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits.

"(2)

In case of a billing dispute, grantee will respond to a written complaint from a subscriber within 30 days.

"e.

Refunds.

"Where applicable, refunds or credits will be issued within 60 days of:

"(1)

resolution of any billing inquiry;

"(2)

return of equipment supplied by grantee if service is terminated; or

"(3)

termination of service.

"f.

Credits.

"Credits for service will be issued no later than two billing cycles following a determination that a credit is warranted."

Clarification is granted with respect to section 7½-37 ("Reports and records to be filed with city") of the Local Cable Ordinance to confirm that the only reports and records which are the subject of that section are those reports and records which pertain specifically to grantee's cable system in the franchise area and that the only financial records which grantee shall be required to make available to the city shall be the records of the revenues earned by grantee from the operation of grantee's cable system within the city.

The last sentence of section 7½-38 ("Chapter may be amended to provide for new technical developments") of the Local Cable Ordinance is amended to read as follows:

"If, in the future, a franchisee adds additional services to its communications system, then, to extent then required by the Federal Cable Act or other applicable law, said service and the rate to be charged shall first be approved by the city council or other applicable governmental agency."

The first sentence of section 7½-39 of the Local Cable Ordinance is amended to read as follows:

"Except with respect to the negligence or other wrongful acts or omissions of the city, its agents, employees or representatives, the franchisee shall indemnify the city for, and hold it harmless from all liability, damage, cost or expense arising from claims of injury to persons or damage to property occasioned by reason of any conduct undertaken pursuant to this chapter, including libel and slanderous actions."

Section 7½-39 of the Local Cable Ordinance is further amended by adding the following paragraph at the end of the existing section:

"Franchisee further agrees as follows:

"a.

Franchisee agrees to defend, indemnify and save harmless the city and its employees, officers, officials and representatives acting in their official capacity (collectively, "Indemnified Party") against all damages, losses and expenses (including, without limitation, reasonable attorney fees and costs of suit or defense) arising from any claims, demands and suits for personal injury (fatal or nonfatal), property damages or claims of any other nature, to the extent such damages, losses or expenses arise out of or are caused by the negligent or other wrongful acts or failures to act of franchisee or its employees, agents, servants, officers, directors, contractors, subcontractors or representatives. Notwithstanding the foregoing, this Subsection shall not apply to any liability which may accrue to the city with regard to the city's use of any channel provided for the city's use or arising out of the use of the emergency override capability.

"b.

The city and franchisee acknowledge that section 635A of the Federal Cable Act limits the liability of the city to third parties in connection with the grant of the Franchise. In particular, section 635A limits to injunctive and declaratory relief any relief in any court proceeding brought by a third party involving any claim arising from the regulation of cable service or from a decision to grant, renew, transfer or amend a franchise, to the extent that relief is required by any other provision of federal, state or local law.

"c.

Notwithstanding this provision, franchisee shall defend, indemnify and hold harmless the city against all damages, losses and expenses (including, without limitation, reasonable attorney fees and costs of suit or defense) arising from any third-party suit which (1) challenges the authority of the city to issue a franchise to franchisee or (2) alleges that, in issuing the Franchise to franchisee, the city acted in an illegally disparate or discriminatory manner.

"d.

The city and franchisee agree that franchisee's duty to defend and indemnify the city encompasses claims that the city (1) lacked authority under federal or state law, the City Charter, City Code or Ordinance No. 925 (as amended in connection with the grant of the Franchise) in issuing the Franchise to franchisee, (2) violated federal or state due process, equal protection or civil rights laws in awarding the Franchise to franchisee, (3) acted in an illegally disparate or discriminatory manner against the city's incumbent cable operator in awarding the Franchise to franchisee or (4) accepted terms or conditions in the Franchise awarded to franchisee which violate federal or state laws, if any, regarding equal protection rights of competitors in providing cable television services in the city.

"e.

The city and franchisee agree that franchisee's duty to defend and indemnify under the immediately preceding Subsections c and d shall not include any claims or defenses which do not arise, and become complete, upon the award of the Franchise to franchisee, and so, shall not include any duty to defend or indemnify against claims which arise after the grant of the Franchise, including, without limitation, any claims that: (1) the city has engaged in disparate or discriminatory regulatory enforcement activities under Ordinance No. 925, as amended, after the grant of the Franchise; or (2) the city cannot enforce section 7½-56(1) against the incumbent cable operator on equal protection or any other grounds. In addition, franchisee's duty to defend and indemnify does not include any claims by the city's incumbent cable operator, regardless of when the claims arise, that any action by the city in granting franchisee's Franchise, including, without limitation, the repeal of section 7½-56(2), violates any of the incumbent cable operator's contractual rights.

"f.

The city and franchisee agree that, if any action is commenced against the city which raises both claims that are covered by franchisee's duty to defend under this section 7½-39 and claims that are not covered by franchisee's duty to defend, franchisee's duty to defend the city in that action shall extend only to the claims that are covered by franchisee's duty to defend under this section 7½-39.

"g.

The Indemnified Party shall give franchisee reasonably prompt written notice of any claim, demand, action or proceeding for which indemnification will be sought under this provision of the Ordinance and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, franchisee shall, at its expense, assume the defense of such claim, demand, action or proceeding, using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to provide counsel, at its own expense, with respect to any such third-party claim, demand, action or proceeding that franchisee so defends. In connection with any such third-party claim, demand, action or proceeding, franchisee and the Indemnified Party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party, which consent the Indemnified Party shall not unreasonably withhold or delay."

Grantee shall be entitled, in its discretion, to satisfy the requirements of section 7½-39 of the Local Cable Ordinance relating to a performance bond by obtaining instead a letter of credit in the same amount as the specified bond. Furthermore, the term of the bond or letter of credit, as the case may be, shall expire one year immediately following the effective date of this agreement; provided, however, that, if after the expiration of the bond or letter of credit, grantee fails to perform when due any of its obligations under this agreement (other than its construction obligations), and if grantee fails to cure that default within 30 days after its receipt of written notice describing that default, grantee shall immediately reinstate the bond or letter of credit and maintain the bond or letter of credit for the then-remaining balance of the Term.

Section 7½-41 ("Operational standards") of the Local Cable Ordinance is amended to read as follows:

"The technical standards for operation of the system shall, in addition to meeting the requirements specified in the franchise shall comply with any other standards or codes of general applicability there for as may be adopted by the city."

Section 7½-47 of the Local Cable Ordinance is amended to read as follows:

"Revocation of Franchise

"a.

Major Breach of Franchise. When any event, act or omission on the part of grantee occurs which represents a substantial or repeated violation of a material provision of this Agreement, then such event, act or omission may be considered a major breach of this Agreement. Under such circumstances, the city shall notify grantee in writing by certified mail, of the specific breach, and direct grantee to comply with all the provisions of this Agreement for which the grantee is in violation.

"b.

Events of Default. The events, acts and omissions referred to in this section are the following: (1) bankruptcy; (2) insolvency; (3) failure to pay taxes or franchise fees; (4) failure to receive written city approval for assignment or transfer; or (5) a major breach of this Franchise (as noted in Subsection 13.a above) that remains uncured for the 60-day cure period described in Subsection 13.G below. They do not include events in the nature of force majeure.

"c.

Public Hearing

"(1)

Scheduling and Procedures. No sooner than 45 days after such written notice if notice of the breach is sent by certified mail to grantee, the city may set a date for a public hearing on the matter. The hearing shall afford full due process to grantee and shall be held on the record. Both grantee and the city shall be permitted to compel the attendance of witnesses and the production of documents, to present evidence and to cross-examine witnesses. The public hearing may be canceled at any time, if the city is satisfied that grantee has corrected and/or cured the violation.

"(2)

Notice. The city shall provide written notice, by certified mail, to grantee of the time and place of said public hearing in a manner consistent with state law.

(3)

Evidence Regarding Status of Alleged Violation. At the time of the hearing, grantee may present information on the current status of the alleged breach of the Franchise. If the situation has been resolved, or steps are being taken to resolve the situation, then grantee should present such information at the hearing.

(4)

Effect of Failure to Attend. If grantee fails to attend the hearing, or submit a written response, or request a continuance of the hearing, then grantee shall be deemed to have waived its right to a further continuation of the matter, and may be declared in default of the Franchise.

"d.

Alternatives if Violation is Found. The city may (once it has held the public hearing) direct the grantee to take corrective action within a specified period of time, or may declare the grantee in default of this Agreement, and afterwards, revoke, terminate or cancel the Franchise.

"e.

Notice to grantee. If the city directs corrective action to take place within a specified time or declares the grantee in default of this Agreement, then that declaration shall be reduced to writing, and the notice of corrective action or default shall be mailed, by certified mail, or in the alternative may be hand-delivered, to grantee within 15 days of the city's action.

"f.

Revocation for Failure to Correct Violation. If, within 45 days after receipt of the notice of the city's direction of corrective action as provided in this section, grantee does not take significant action to rectify the breach, or submit a plan detailing how the grantee will eliminate the breach, then the city may revoke grantee's Franchise and shall notify grantee immediately; provided however, that such revocation shall not be effective any earlier than 30 days following the date of such notification."

Grantee is excluded from subsection (1) of section 7½-56 of the Local Cable Ordinance and subsection (2) of section 7½-56 of the Local Cable Ordinance is repealed.

The first sentence of section 7½-51 of the Local Cable Ordinance is amended to read as follows:

"The franchisee shall, at all times during the life of this chapter, be subject to all lawful exercise of the police power by the city and to such reasonable regulation as the city shall hereafter by resolution or ordinance of general applicability provide which does not materially affect rights expressly granted by this Ordinance or the franchise."

The various parts, sections and clauses of this Ordinance are declared to be severable. If any part, sentence, paragraph, section or clause is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of the ordinance shall not be affected.

The repeal provided for shall not abrogate or affect any offense of [or] act committed or done, or any penalty or forfeiture incurred, or any pending litigation or prosection [prosecution] of any right established or occurring prior to the effective date of this Ordinance.

All other ordinances inconsistent with the provisions of this Ordinance are, to the extent of such inconsistencies, repealed.

The city clerk shall cause this Ordinance to be published in the matter required by law.

WHEREAS, the City of Madison Heights, Michigan ("city") has granted to Ameritech New Media, Inc. ("ANM"), a non-exclusive franchise to construct, erect, maintain and operate a cable television system to provide telecommunication services allowed by law in the city, and,

WHEREAS, the city acknowledges that the city's incumbent cable operator has entered into an exclusivity arrangement with Home Box Office which contractually bars ANM from offering the HBO 1, HBO 2, HBO 3, Cinemax 1 and Cinemax 2 channels on ANM's cable system in the city until January 1, 1998, and,

WHEREAS, in awarding ANM's franchise, the city has taken into account the competitive disadvantage that the incumbent's exclusivity arrangement with Home Box Office creates for ANM in the city, and,

WHEREAS, the city requires ANM to file with the city clerk its written acceptance of the franchise,

NOW, THEREFORE, ANM accepts the franchise from the city to construct, erect, maintain and operate a cable system to provide cable services allowed by law in the city. The parties further agree as follows:

1.

Agreement to be Bound. ANM accepts the Ordinance Nos. 925 and 932 and agrees to be bound by all terms, provisions, requirements and conditions imposed by them.

2.

System Upgrade. Not later than June 30, 1998, ANM shall complete construction of a hybrid fiber optic/coaxial fiber-to-the-node system serving all homes in the city with approximately 500 homes per node, to permit the cable television system to have a capacity of at least 80 video channels, corresponding to 750 MHz as more fully described in Attachment A. ANM shall hook up its first city subscribers to ANM's cable television system no later than January 15, 1998.

3.

Design of System. Subject to its receipt of all applicable permits and consents as may be required, ANM shall design its cable system to allow separate delivery of educational access channels to residents of the Madison and Lamphere School Districts using a single cable channel.

4.

Government, Community Institutions and Educational Access Channels. ANM shall provide three channels, signal transmission, wiring and related equipment necessary for the carriage on ANM's cable system of three Access Channels that shall be operated by the city or others from four sites: (1) one government access channel for use by the city from a site determined by the city, (2) one public access channel for use by various community institutions determined by the city from a site to be selected by the city and (3) one for use by the Madison and Lamphere School Districts, each within their respective neighborhoods in the city from two sites selected by the respective School Districts. ANM shall not administer the government and public access channels. The Madison and Lamphere School Districts shall administer their use of the education access channel within their respective neighborhoods.

5.

Financial Grants to city and Schools. The city agrees to excuse ANM from maintaining any PEG studio or business office within the city. In consideration, ANM agrees to pay and/or provide the city the following:

A.

Not later than 60 days after the initiation of service by ANM to its first subscriber in the city, ANM shall pay to the city $10,000.00 to be used for the purchase of electronic equipment.

B.

Not later than 30 days after the execution of this Acceptance Agreement, ANM shall pay the city an application fee of $25,000.00, the payment of which fee shall fully satisfy ANM's obligations under Ordinance Nos. 925 and 932 to pay an application fee and to pay publication costs incurred by the city in connection with awarding this franchise.

C.

ANM shall pay to the city 1 percent of Gross Revenues per year in lieu of other support of city Government Access Programming in four quarterly installments at the same time ANM makes its quarter payments of franchise fees.

D.

ANM shall provide, at no cost, one above-ground cable drop of up to 150 feet and one cable converter (set top) box to each municipal facility (as defined below) within the city. If the city requests that a particular municipal facility receive either a cable drop which exceeds 150 feet in length and/or an underground installation, ANM may charge the city the actual difference between the cost of installing a 150-foot above-ground drop and the actual cost of installing the drop as requested by the city. For purposes of this Agreement, the term "municipal facilities" means only the public school buildings within the city, the public libraries within the city, the city's city hall (or comparable building), police facilities within the city, fire facilities within the city and Five additional standard drops, to be designated by the city in its sole discretion, to other facilities within the city.

6.

Programming Services. Grantee shall include in the video programming it offers subscribers the following:

A.

Local television stations sufficient to meet reasonable subscriber needs.

B.

In the non-premium, non-Pay TV service offered by grantee at least one channel each for the following broad categories of programming:

(a)

24-hour news programming.

(b)

Public affairs programming.

(c)

Sports programming.

(d)

Children and family entertainment programming.

C.

Service Provided. Cable Service shall conform to the following specifications:

(a)

From the start of full operation at least 77 activated channels of programming of which at least 90% shall be programmed.

(b)

Activated channels in digital format as soon as technically and commercially practicable.

(c)

All subscribers shall have the option of obtaining "Broadcast basic" service which shall consist only of the following:

(i)

Those television stations described in section 6.A.

(ii)

The PEG channels described in section 4 of this Acceptance Agreement.

(iii)

Such additional channels, if any, as may be from time to time required by federal law.

7.

Identification. Grantee shall identify its Cable System and cable drops (by color code, stamping, engraving, tags, stickers, or other appropriate method selected by Franchisee) so as to distinguish Franchisee's cables from that of all other cable operator(s), utilities, and service providers in the city.

8.

Joint Use. Grantee shall permit without charge the joint use of excess height, space and capacity in grantee's poles, conduits and facilities located in the rights-of-way by the city, County of Oakland, Oakland County Road Commission or State of Michigan, provided that no such governmental entity shall use grantee's poles, etc., to compete with grantee's provision of cable services in the city.

9.

Pavement Cut Coordination/Additional Fees. Grantee shall coordinate its construction program and all other work in the Public Ways with city's program for street construction, rebuilding, resurfacing and repair (collectively, "Street Resurfacing"). Upon request of city grantee shall meet with the official of city responsible for such program at least once per year to this end.

A.

The goals of such coordination shall be to require grantee to conduct all work in the Public Ways in conjunction with or immediately prior to any Street Resurfacing planned by city, and to prevent a Public Way from being disturbed by grantee for a period of years after it has been constructed, rebuilt, resurfaced, or repaired (collectively, "Resurfaced").

B.

In addition, to any other fees or payments required by this Agreement, grantee shall pay to city the sum of $1,000.00 for each 100 feet cut into or excavation of any Public way, or portion thereof, which was Resurfaced within 24 months prior to such cut or excavation. This fee is in addition to and not in lieu of the obligation to restore the Public Ways.

10.

Customer Service.

A.

Notification. Grantee will provide written information on at least each of the following areas at the time of installation of service, at least annually to all subscribers, and at any time upon request.

1.

Products and services offered.

2.

Prices (rates) and options for Cable Services and conditions of subscription to Cable Service. Prices shall include those for programming, equipment rental, program guides, installation, disconnection, late fees and other fees charged by grantee.

3.

Installation and service maintenance policies.

4.

Instructions on how to use the Cable Service, including procedures and options for pay per view and premium channels.

5.

Channel positions of programming carried on the Cable System.

6.

Billing and complaint procedures, including the address and phone number of the person or position at city responsible for cable matters.

7.

Applicable privacy requirements as set forth in this Franchise, the Cable Ordinance, or otherwise provided for by law.

B.

Notice of Changes. Subscribers and city will be notified of any changes in rates, Cable Services or channel positions as soon as possible through announcements on the Cable System and in writing. Notice must be given to subscribers a minimum of 30 days in advance of such changes if the change is within the control of grantee and as soon as possible if not within the control of grantee. In addition, grantee shall notify subscribers and city 30 days in advance of any significant changes in the other information required by the preceding section.

C.

Program Guide. Upon request, grantee will provide subscribers with a periodic (e.g., monthly) program guide listing the specific programs available, their times and (when applicable) ratings.

D.

Converters. Grantee to make available to subscribers the converter equipment necessary for subscribers (such as those with "non-cable ready" television sets) to receive the services offered by grantee.

E.

Negative Options. Grantee will not engage in the practice of "negative option" marketing, and will not charge a subscriber for any service which the subscriber has not affirmatively requested.

F.

Telephone Service Standards

1.

Grantee shall have a local or toll-free telephone number available for use by subscribers toll-free 24 hours per day, 7 days per week.

2.

Grantee's numbers shall be listed, with appropriate explanations, in the directory published by the local telephone grantee or companies.

3.

Trained grantee representatives will be available to respond to subscriber telephone inquiries 24 hours per day, 7 days per week.

4.

Under normal operating conditions, telephone answer time by a customer representative, including wait time, shall not exceed 30 seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed 30 seconds. These standards shall be met no less than 90 percent of the time under normal operating conditions, measured on a quarterly basis.

5.

Under normal operating conditions, the subscriber will receive a busy signal less than three (3%) percent of the time.

G.

Office/Home Delivery-Pick Up. Grantee shall maintain offices in city as follows:

1.

A bill payment office at a convenient location within city where subscribers may pay their bills directly. Such office shall be open at least from 9 AM to 5 PM, Monday through Friday and two evenings per week until 7 PM, and 9 AM to noon on Saturday, excluding holidays.

2.

Grantee at no charge to subscribers shall deliver, pick up or exchange converter boxes, remote control devices, and similar customer premises equipment. Under normal operating conditions, such deliveries and pick-ups shall occur within 24 hours of a subscriber request no less than 95 percent of the time, measured on a quarterly basis.

H.

Customer Service. Grantee shall meet or exceed the FCC standards regarding customer service set forth in section 76.309 of the FCC Rules.

I.

Payment Options. By July 1, 1998, grantee will provide all subscribers with the option of paying for service by (1) an automatic payment plan, where the amount of the bill is automatically deducted from a checking account designated by subscriber, or (2) by major credit card.

J.

Bills. Grantee shall comply with the following:

1.

Bills shall be issued monthly to each subscriber.

2.

Bills will be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates, credits and late charges.

3.

In the case of a billing dispute, grantee must respond in writing to a written complaint from a subscriber within 30 days.

4.

Grantee may not disconnect a subscriber for failure to pay the contested charges during a billing dispute. However, during a billing dispute, grantee may disconnect a Subscriber for failure to pay charges that are not contested.

11.

Franchise Fee. The grantee shall pay to the city five percent of its local gross revenues during the franchise term. This franchise fee shall be in addition to any other city fee or tax to which the grantee's operations may be subject, but not including fees from which the grantee is specifically exempted in this Franchise or in the Cable Ordinance. The grantee shall pay this franchise fee in quarterly installments.

12.

Approvals. The parties represent that they have each received all approvals required to execute this agreement. This Acceptance Agreement creates rights and obligations that shall bind and inure to the benefit of each of the parties and their respective successors and assigns.

The City of Madison Heights, 300 W. 13 Mile Road, Madison Heights, MI 48071 ("city"), grants to Quest Energy, L.L.C., a Michigan corporation, 2075 West Stadium, PO Box 3830, Ann Arbor, MI 48106-3830, ("grantee"), its successors and assigns, a limited non-exclusive franchise to supply electricity over electrical lines operated by another authorized public utility in the city for a period of three (3) years and to continue thereafter unless and until this franchise is revoked in accordance with section 9 below.

(A)

As an electric power marketer and third-party supplier of electricity, grantee may not directly transmit or distribute electricity, to any customer in the city, nor impair or attempt to control or occupy any streets, alleys, or public places, nor engage in any construction in any public street, alley, or other public place or right-of-way.

(B)

Grantee will indemnify and hold harmless the city from any and all judgments, damages, decrees, losses, costs and expenses, including attorney fees, which the city may incur or which may be legally obtained against the city resulting from the negligent or wrongful exercise by the grantee of any of these privileges.

(C)

The city may establish reasonable standards of service, prevent unjust discrimination in service, products or rates, and impose any other regulations as may be determined by the city council to be conducive to the safety, welfare and accommodation of the public. Grantee shall be and remain subject to all ordinances, rules and regulations of the city now in effect, or which might be adopted. In the event grantee declines to remain subject to ordinances, rules and regulations of the city which might be adopted, it shall so notify the city and this franchise will immediately be revoked.

(D)

Grantee will endeavor to provide continuous and uninterrupted service to its customers throughout the entire period of the franchise, provided that its customers faithfully perform all of their duties and obligations under any contracts with grantee. In the event any of grantee's customers breaches its contract with grantee, with respect to that customer grantee will be relieved of its continuous and uninterrupted service obligation under this section. It is understood that grantee cannot guarantee continuous and uninterrupted service in the event of force majeure outside of its control or interruptions due to transmission or distribution constraints caused by or resulting from the authorized public utility through and over which electricity is being supplied to customers.

Grantee may charge its customer(s) for electricity and electrical services at rates that are mutually agreeable to grantee and its customers, subject to the parties' agreement that they will abide by all applicable federal and state laws and Michigan Public Service Commission Regulations.

(A)

The grantee and any contractor hired by the grantee may not commence marketing electricity, as permitted by this Ordinance, until it has obtained the insurance required by this section. All insurance coverage shall be with insurance carriers reasonably acceptable to the city. If any insurance is written with a deductible or self-insured retention, the grantee or its contractor shall be solely responsible for said deductible or self-insured retention. The purchase of insurance and the furnishing of a certificate of insurance shall not be a satisfaction of the grantee's duty to indemnify the city. The grantee and any contractor shall procure and maintain during the term of the franchise the following coverage:

(1)

Workers Compensation Insurance in accordance with all applicable statutes of the State of Michigan. Coverage shall include Employers Liability Coverage.

(2)

Commercial General Liability Insurance on an "occurrence" basis with limits of liability not less than $1,000,000.00 per occurrence for bodily injury and personal injury, and $1,000,000.00 per occurrence for property damage. Coverage shall include the following extensions:

1.

Contractual liability.

2.

Products and completed operations.

3.

Independent contractors coverage.

4.

Broad form general liability extensions or equivalent.

5.

When applicable, coverage for X, C and U hazards.

(3)

Motor Vehicle Liability Coverage, including Michigan No-Fault Coverage for all vehicles used in the performance of the contract. Limits of Liability shall not be less than $1,000,000 per occurrence combined single limit bodily injury and property damage.

(4)

Additional Insured. Commercial General Liability Insurance and Automobile Liability Insurance as described above shall include an endorsement stating the following shall be an additional insured:

"The city, including all past, present and future elected and appointed officials, boards, commissions, officers and employees."

(5)

Cancellation Notice. Workers' Compensation Insurance, Commercial General Liability Insurance, and Motor Vehicle Liability Insurance as described above shall include an endorsement stating the following:

"It is understood and agreed that this insurance policy may not be canceled by the insurer nor the intention not to renew be stated by the insurer until thirty (30) days after receipt by the city, by certified or registered mail, of a written notice of such intention to cancel or not renew."

Said notice shall be sent to:

City of Madison Heights
Attn: City Clerk
300 West 13 Mile Road
Madison Heights, Michigan 48071

(B)

If so requested by the city, the grantee and any contractor shall within sixty (60) days of such request supply a copy of the insurance policy of any of the insurance coverage required under this section.

Nothing in this franchise shall be construed to alienate the title of the public in and to any highway, street, alley or public place. Nothing in this franchise shall be construed in any manner as a surrender by the city of its legislative power with respect to the subject matter of this agreement or with respect to any other matter or in any manner limiting the right of the city to lawfully regulate the use of any highway, street, alley or public place in the city.

Nothing in this Ordinance shall be construed as a waiver by grantee of any of its rights under state or federal law. Grantee shall, as to all other conditions and elements of service not addressed or fixed by this Ordinance, remain subject to the rules and regulations applicable to electric service by the Michigan Public Service Commission, or its successor. With respect to its provision of service in the city, grantee shall provide the city with copies of all documents which grantee sends to the Michigan Public Service Commission and copies of all orders, decisions, or correspondence grantee receives from the Michigan Public Service Commission. Grantee shall permit city inspection and examination of all records it is required to maintain or file under Michigan Public Service Commission rules and regulations which are pertinent to the city.

This franchise may not be leased, assigned or transferred without city's consent, which may not unnecessarily be withheld.

Upon acceptance and publication this Ordinance shall constitute a contract between the city and the grantee.

This franchise shall be revocable, upon sixty (60) days written notice to the grantee, by the city. The city may repeal this Ordinance for misuse, nonuse or failure to comply with its provisions. If the city intends to repeal this Ordinance for misuse, nonuse or failure to comply with its provisions, it shall so advise the grantee and allow grantee at least thirty days opportunity to remedy or cure said misuse, nonuse or failure to comply.

Any and all sections, terms, provisions, or clauses of this Franchise shall be deemed independent and severable. If any court of competent jurisdiction holds any section, term, provision or clause void or invalid, all remaining sections, terms, provisions, or clauses not held void or invalid shall continue in full force and effect.

That the above and foregoing Ordinance was introduced at a regular meeting of the city council of the city of Madison Heights on the 22 ^nd day of May, 2000, and was duly adopted at a meeting of the city council of the City of Madison Heights on the 26 ^th day of June, 2000.

This franchise may not be leased, assigned or transferred without city's consent, which may not unnecessarily be withheld.

Upon acceptance and publication this Ordinance shall constitute a contract between the city and the grantee.

This franchise shall be revocable, upon 60 days' written notice to the grantee, by the city. The city may repeal this Ordinance for misuse, nonuse or failure to comply with its provisions. If the city intends to repeal this Ordinance for misuse, nonuse or failure to comply with its provisions, it shall so advise the grantee and allow grantee at least 30 days' opportunity to remedy or cure said misuse, nonuse or failure to comply.

Any and all sections, terms, provisions, or clauses of this franchise shall be deemed independent and severable. If any court of competent jurisdiction holds any section, term, provision or clause void or invalid, all remaining sections, terms, provisions, or clauses not held void or invalid shall continue in full force and effect.

The City of Madison Heights, 300 W. 13 Mile Road, Madison Heights, MI 48071 (city), grants to DTE Energy Marketing, Inc., a Michigan corporation, 101 N. Main Street, Ste. 300, Ann Arbor, MI 48104, (grantee), its successors and assigns, a limited non-exclusive franchise to supply electricity over electrical lines operated by another authorized public utility in the city for a period of three years and to continue thereafter unless and until this franchise is revoked in accordance with section 9 below.

(A)

As an electric power marketer and third-party supplier of electricity, grantee may not directly transmit or distribute electricity, to any customer in the city, nor impair or attempt to control or occupy any streets, alleys, or public places, nor engage in any construction in any public street, alley, or other public place or right-of-way.

(B)

Grantee will indemnify and hold harmless the city from any and all judgments, damages, decrees, losses, costs and expenses, including attorney fees, which the city may incur or which may be legally obtained against the city resulting from the negligent or wrongful exercise by the grantee of any of these privileges.

(C)

The city may establish reasonable standards of service, prevent unjust discrimination in service, products or rates, and impose any other regulations as may be determined by the city council to be conducive to the safety, welfare and accommodation of the public. Grantee shall be and remain subject to all ordinances, rules and regulations of the city now in effect, or which might be adopted. In the event grantee declines to remain subject to ordinances, rules and regulations of the city which might be adopted, it shall so notify the city and this franchise will immediately be revoked.

(D)

Grantee will endeavor to provide continuous and uninterrupted service to its customers throughout the entire period of the franchise, provided that its customers faithfully perform all of their duties and obligations under any contracts with grantee. In the event any of grantee's customers breaches its contract with grantee, with respect to that customer grantee will be relieved of its continuous and uninterrupted service obligation under this section. It is understood that grantee cannot guarantee continuous and uninterrupted service in the event of force majeure outside of its control or interruptions due to transmission or distribution constraints caused by or resulting from the authorized public utility through and over which electricity is being supplied to customers.

Grantee may charge its customer(s) for electricity and electrical services at rates that are mutually agreeable to grantee and its customers, subject to the parties' agreement that they will abide by all applicable federal and state laws and Michigan Public Service Commission Regulations.

(A)

The grantee and any contractor hired by the grantee may not commence marketing electricity, as permitted by this Ordinance, until it has obtained the insurance required by this section. All insurance coverage shall be with insurance carriers reasonably acceptable to the city. If any insurance is written with a deductible or self-insured retention, the grantee or its contractor shall be solely responsible for said deductible or self-insured retention. The purchase of insurance and the furnishing of a certificate of insurance shall not be a satisfaction of the grantee's duty to indemnify the city. The grantee and any contractor shall procure and maintain during the term of the franchise the following coverage:

(1)

Workers Compensation Insurance in accordance with all applicable statutes of the State of Michigan. Coverage shall include Employers Liability Coverage.

(2)

Commercial General Liability Insurance on an occurrence basis with limits of liability not less than $1,000,000.00 per occurrence for bodily injury and Personal injury, and $1,000,000.00 per occurrence for Property Damage. Coverage shall include the following extensions:

1.

Contractual liability.

2.

Products and completed operations.

3.

Independent contractors coverage.

4.

Broad form general liability extensions or equivalent.

5.

When applicable, coverage for X, C and U hazards.

(3)

Motor Vehicle Liability Coverage, including Michigan No-Fault Coverage for all vehicles used in the performance of the contract. Limits of Liability shall not be less than $1,000,000.00 per occurrence combined single limit Bodily Injury and Property Damage.

(4)

Additional Insured. Commercial General Liability Insurance and Automobile Liability Insurance as described above shall include an endorsement stating the following shall be an additional insured:

The city, including all past, present and future elected and appointed officials, boards, commissions, officers and employees.

(5)

Cancellation Notice. Workers' Compensation Insurance, Commercial General Liability Insurance, and Motor Vehicle Liability Insurance as described above shall include an endorsement stating the following:

It is understood and agreed that this insurance policy may not be canceled by the insurer nor the intention not to renew be stated by the insurer until thirty (30) days after receipt by the city, by certified or registered mail, of a written notice of such intention to cancel or not renew

Said notice shall be sent to:

City of Madison Heights
Attn: City Clerk
300 West 13 Mile Road Madison Heights, Michigan 48071

(B)

If so requested by the city, the grantee and any contractor shall within sixty (60) days of such request supply a copy of the insurance policy of any of the insurance coverage required under this section.

Nothing in this franchise shall be construed to alienate the title of the public in and to any highway, street, alley or public place. Nothing in this franchise shall be construed in any manner as a surrender by the city of its legislative power with respect to the subject matter of this Agreement or with respect to any other matter or in any manner limiting the right of the city to lawfully regulate the use of any highway, street, alley or public place in the city.

Nothing in this Ordinance shall be construed as a waiver by grantee of any of its rights under state or federal law. Grantee shall, as to all other conditions and elements of service not addressed or fixed by this Ordinance, remain subject to the rules and regulations applicable to electric service by the Michigan Public Service Commission, or its successor. With respect to its provision of service in the city, grantee shall provide the city with copies of all documents which grantee sends to the Michigan Public Service Commission and copies of all orders, decisions, or correspondence grantee receives from the Michigan Public Service Commission. Grantee shall permit city inspection and examination of all records it is required to maintain or file under Michigan Public Service Commission rules and regulations which are pertinent to the city.

This franchise may not be leased, assigned or transferred without city's consent, which may not unnecessarily be withheld.

Upon acceptance and publication this Ordinance shall constitute a contract between the city and the grantee.

This franchise shall be revocable, upon 60 days' written notice to the grantee, by the city. The city may repeal this Ordinance for misuse, nonuse or failure to comply with its provisions. If the city intends to repeal this Ordinance for misuse, nonuse or failure to comply with its provisions, it shall so advise the grantee and allow grantee at least 30 days' opportunity to remedy or cure said misuse, nonuse or failure to comply.

Any and all sections, terms, provisions, or clauses of this franchise shall be deemed independent and severable. If any court of competent jurisdiction holds any section, term, provision or clause void or invalid, all remaining sections, terms, provisions, or clauses not held void or invalid shall continue in full force and effect.