ORDINANCE NO. 70
(Effective August 8, 1972)

TOWNSHIP OF WEST BLOOMFIELD

THE DETROIT EDISON COMPANY

An Ordinance to grant The Detroit Edison Company a franchise to transact a local electric business within the Township of West Bloomfield.

THE TOWNSHIP OF WEST BLOOMFIELD ORDAINS:

ORDINANCE NO. 30-B

CONSUMERS ENERGY COMPANY GAS FRANCHISE ORDINANCE

AN ORDINANCE, granting to CONSUMERS ENERGY 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, waterways, and other public places, and to do a local gas business in the CHARTER TOWNSHIP OF WEST BLOOMFIELD, OAKLAND COUNTY, MICHIGAN, for a period of thirty (30) years.

THE CHARTER TOWNSHIP OF WEST BLOOMFIELD ORDAINS:

SECTION 1. GRANT, TERM. The CHARTER TOWNSHIP OF WEST BLOOMFIELD, OAKLAND COUNTY, MICHIGAN, hereby grants to the Consumers Energy Company, a Michigan corporation, its successors and assigns, hereinafter called the "Grantee," 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, waterways, and other public places, and to do a local gas business in the CHARTER TOWNSHIP OF WEST BLOOMFIELD, OAKLAND COUNTY, MICHIGAN, for a period of thirty (30) years.

SECTION 2. CONSIDERATION. In consideration of the rights, power and authority hereby granted, said Grantee shall faithfully perform all things required by the terms hereof.

SECTION 3. CONDITIONS. No highway, street, alley, bridge, waterway or other public place used by said 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 in the highways and other public places as not to unnecessarily interfere with the use thereof for highway purposes.

SECTION 4. HOLD HARMLESS. Said Grantee shall at all times keep and save the Charter Township free and harmless from all loss, costs and expense to which it may be subject by reason of the negligent construction and maintenance of the structures and equipment hereby authorized. In case any action is commenced against the Charter Township on account of the permission herein given, said Grantee shall, upon notice, defend the Charter Township and save it free and harmless from all loss, cost and damage arising out of such negligent construction and maintenance.

SECTION 5. EXTENSIONS. Said Grantee shall construct and extend its gas distribution system within said Charter Township and shall furnish gas to applicants residing therein in accordance with applicable laws, rules and regulations.

SECTION 6. FRANCHISE NOT EXCLUSIVE. The rights, power and authority herein granted, are not exclusive. Either manufactured or natural gas may be furnished hereunder.

SECTION 7. RATES. Said Grantee shall be entitled to charge the inhabitants of said Charter Township for gas furnished therein, the rates as 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 said Charter Township, are hereby granted for the term of this franchise. Such rates and rules shall be subject to review and change at any time upon petition therefor being made by either said Charter Township, acting by its Charter Township Board, or by said Grantee.

SECTION 8. REVOCATION. The franchise granted by this ordinance is subject to revocation upon sixty (60) days written notice by the party desiring such revocation.

SECTION 9. MICHIGAN PUBLIC SERVICE COMMISSION, JURISDICTION. Said Grantee shall, as to all other conditions and elements of service not herein fixed, be and remain subject to the reasonable rules and regulations of the Michigan Public Service Commission or its successors, applicable to gas service in said Charter Township.

SECTION 10. REPEALER. This ordinance, when accepted and published as herein provided, shall repeal and supersede the provisions of Gas Franchise Ordinance 30A adopted by the Charter Township Board on November 18, 1985 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 CHARTER TOWNSHIP OF WEST BLOOMFIELD, OAKLAND COUNTY, MICHIGAN.

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

SECTION 11. EFFECTIVE DATE. This ordinance shall take effect November 27, 2015, provided however, it shall cease and be of no effect after thirty (30) days from its adoption unless within said period the Grantee shall accept the same in writing filed with the Charter Township Clerk. Upon acceptance and publication hereof, this ordinance shall constitute a contract between said Charter Township and said Grantee.

AGREEMENT

AN AGREEMENT GRANTING A NONEXCLUSIVE FRANCHISE TO CONTINENTAL CABLEVISION OF OAKLAND COUNTY, INC., TO OPERATE A CABLE TELEVISION SYSTEM IN THE TOWNSHIP OF WEST BLOOMFIELD AND SETTING FORTH CONDITIONS ACCOMPANYING THE GRANTING OF THE FRANCHISE.

AGREEMENT

This agreement, made and entered into this 28th day of June, 1984, at Township of West Bloomfield by and between the Charter Township of West Bloomfield, a Charter Township of the State of Michigan, (hereinafter the Grantor), and Continental Cablevision of Oakland County, Inc., a wholly owned subsidiary of Continental Cablevision, Inc. (hereinafter the Grantee).

WITNESSETH

Whereas, Grantor, pursuant to Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances], is authorized to grant one or more nonexclusive revocable franchises to construct, own, operate, maintain and reconstruct a cable television system within the jurisdiction of the Grantor, and

Whereas, the Grantor has solicited applications for a cable television franchise on a competitive basis, and after due evaluation of the applications received, and after a public hearing, the Grantor has determined that it is in the best interest of the Grantor and its residents to grant a franchise to Continental Cablevision of Oakland County, Inc.

Now, Therefore, the Grantor hereby grants and Grantee hereby accepts a cable television franchise in accordance with the provisions of Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] and this Agreement.

1.1 The Township of West Bloomfield hereby grants to the Detroit Edison Company, incorporated under the laws of the State of Michigan and New York, its successors and assigns, the right to construct, maintain and operate in the public streets, highways, alleys and other public places within the Township and in other places within the Township for which easements have been obtained or permission granted to said utility, all necessary apparatus requisite for the transmission, transforming and distribution of electricity for public and private uses, and in addition grants the right to said utility to transact a local electric business within said Township, subject however, to all the legal conditions and restrictions hereinafter contained and to such reasonable and legal regulations as the Township Board shall enact from time to time under its legislative power which is not surrendered or diminished to any extent by the granting of this franchise.

2.1 The utility shall do no injury to any street, highway or alley or other public place, except as may be necessary in the installation, reinstallation, removal, repair or maintenance of its lines or apparatus and any such damage shall be repaired by the utility and such property or premises restored to a condition as close to its previous condition as reasonably practicable promptly after the completion of operations by the utility.

2.2 The permission granted hereunder to the utility for the use of the streets, highways, alleys or other public places of the Township is nonexclusive and the utility shall not in any manner disturb or interfere with any existing water or gas mains, telephone cables, public or private sewers or other public utilities existing within said streets, highways, alleys or public places.

2.3 The Township may, in its discretion, grant permission for the trimming of trees, when necessary to make overhead lines safe and accessible but no such trimming shall be done by the utility along or within any public street, highway, alley or other public place without the prior written permit of the Township.

2.4 From and after the effective date of this ordinance, and if the Township shall so require, the utility shall not erect, install, construct, reconstruct, move or alter any poles, mains, wires, conduits or other apparatus forming a part of the transmission or distribution system of the utility located in the public streets, highways, alleys, public places or public easements without first obtaining a permit for such installation, construction, movement or alteration from the Township Clerk. The requirements of this paragraph shall not apply to the direct installation of customer services which are hereby defined as the installation of wires or other apparatus necessary to bring electric service from the utility lines to the residence, commercial or industrial building or other structure of the customer. When required, application for such permit shall be in writing, shall be filed with the Township Clerk and shall be accompanied by a sufficient plan and specification showing the nature and extent of the proposed operations.

2.5 No street, highway, alley or public place shall be allowed to remain open or encumbered by the construction work of the utility for a longer period than shall be necessary to execute the work. The utility shall at all times conform to all valid ordinances of the Township now existing or hereafter enacted relative to the fencing and lighting of obstructions and excavations.

2.6 The utility shall save the Township harmless from any loss whatsoever because of any claim, legal or equitable, which shall be made against the Township by any person and arising out of this ordinance or any amendment thereto, out of any regulations adopted by the Township Board hereunder or out of the operations of the utility hereunder.

2.7 The utility shall make due provision upon forty-eight (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 utility.

2.8 The utility in its operations and constructions of facilities shall comply with the valid and lawful regulatory ordinances of the Township and in particular, but without limitation, the Zoning Ordinance of the Township. Utility buildings, structures and uses including electric transformer stations and substations, warehouses, and storage yards shall be designed, constructed and operated in accordance with the valid provisions of the Zoning Ordinance of West Bloomfield Township now existing and as such may be amended from time to time. Utility agrees to comply with the valid yard requirements, landscaping or greenbelt regulations, screening provisions and all other reasonable and valid provisions of the Zoning Ordinance and also to such reasonable and valid regulations, that may be imposed by a Planning Commission Board of Appeals or other appropriate administrative body exercising authority under the Zoning Ordinance.

2.9 In consideration of the granting of this franchise, utility agrees that its rates and charges for electric service in the Township of West Bloomfield 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 utility is subject to regulation by the Michigan Public Service Commission.

3.1 The Township acknowledges that utility is under the jurisdiction of the Michigan Public Service Commission and that said [commission] has existing orders specifically providing for (a) utility's duty and responsibility to install underground utility lines in its service area and (b) the obligation of utility to collect fees and charges for the cost of installing underground lines.

3.2 Consistent with the Michigan Public Service Commission's jurisdiction over utility and consistent with the underground lines orders of the Commission to which utility now or hereafter may be subject, the Township is desirous of providing the maximum number of utility's future lines underground and also of converting the maximum number of existing overhead lines to underground construction.

3.3 Accordingly, therefore the utility, within eighteen (18) months from the effective date of this Franchise Ordinance, shall submit to the Township Board a proposal or plan for placing all future and existing overhead lines underground during a period of time not to exceed twenty (20) years or such other time period as may be mutually agreed upon. Said plan shall include a statement of the fees and charges to be made for installing underground lines and converting the overhead lines to underground including an analysis of the charges to the Township and to customers of the utility. Said plan shall also include the utility's suggestions as to procedures for accomplishing the conversion program and utility's recommendations regarding the division of the Township into areas or districts and the schedule for conversion in such areas or districts.

3.4 Should the Township adopt such conversion plan or a modification of such plan acceptable to the utility, utility agrees to comply with said plan in the event that such plan is consistent with the then effective orders of the Michigan Public Service Commission.

4.1 The Township Board may, from time to time, exercise its legislative power under Act No. 266 of the Public Acts of 1909, as amended, and adopt such reasonable rules and regulations as it shall deem necessary to the utility's operations within the Township of West Bloomfield.

4.2 No such rule or regulation shall be adopted except after a public hearing thereon, notice of which shall be given as provided in Act 184 of the Public Acts of 1943, as amended, which notice shall set forth the proposed rule or regulation. Notice of the public hearing shall be given to the utility by certified mail at or prior to the first publication.

4.3 Following the public hearing, the Township Board may adopt the proposed rule or regulation with or without amendments proposed as a result of the public hearing.

5.1 The term of this franchise shall be twenty (20) years from and after its confirmation by the electors provided for in Section 6.2.

6.1 This ordinance, the franchise herein granted, shall become effective upon the filing with the Township Clerk of the written acceptance by the utility of its terms and upon confirmation by the electors as provided in Section 6.2.

6.2 Confirmation of this franchise shall be submitted to the vote of the electors of the Township in accordance with Act 266 of the Public Acts of 1909, as amended.

6.3 This ordinance is hereby declared to have been adopted by the Township Board of the Township of West Bloomfield, County of Oakland, State of Michigan, at the meeting thereof duly called and held on the 5th day of June, 1972, and the Township Clerk is hereby ordered to publish this ordinance in the manner prescribed by law after receiving the written acceptance of this franchise by the utility.

Betty Sue Dupree
Township Clerk

1.1 Grant. Continental Cablevision of Oakland County, Inc., a wholly owned subsidiary of Continental Cablevision, Inc., a corporation with its principal place of business located at 23999 West Ten Mile Road, Southfield, Michigan 48034, is hereby granted for itself, its successors and assigns, subject to the terms and conditions of this Agreement and Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances], the franchise, authority, right and privilege, for a fifteen (15) year period from and after the effective date hereof, to construct, own, operate and maintain a cable television system within the streets and public ways within the jurisdiction of the Grantor.

1.2 Right of Grantor to Issue Franchise. Grantee acknowledges and accepts the right of Grantor to issue a Franchise and Grantee agrees it shall not now or at any time hereafter challenge this right in any way or in any local, state or federal court or administrative agency or tribunal.

1.3 Effective Date of Franchise. The effective date of the Franchise shall be the date of execution of this Agreement by the Grantor, subject to prior execution by the Grantee.

1.4 Duration. The term of the Franchise shall be fifteen (15) years from the effective date hereof at which time it shall expire and be of no force and effect. Renewal shall be in accordance with Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances].

1.5 Franchise Not Exclusive. This Franchise shall not be construed as any limitation upon the right of Grantor, through its proper officers, to grant to other persons or corporations, rights, privileges or authority, similar to or different from, the rights, privileges and authority herein set forth, in the same or other streets and public ways or public places, by franchise, permit or otherwise, provided, however, that such additional grants shall not operate to materially modify, revoke or terminate any rights granted to Grantee herein.

1.6 Franchise Acceptance. The Grantee, by executing this Agreement, guarantees performance by Grantee of all Grantee's obligations hereunder imposed by Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] and this Agreement and Grantee's parent company, by executing this Agreement, in consideration of the nonexclusive franchise granted to its wholly owned subsidiary, hereby unconditionally guarantees the obligations and promises of performance made by Grantee to Grantor.

For the purposes of this Agreement the following terms, phrases, words and their derivations shall have the meanings 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. The definitions contained in Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] are incorporated herein as if fully set forth.

2.1 "Agreement" or "Franchise Agreement" means this Agreement and any amendments or renewals thereof.

2.2 "Apartment" means a building or complex of buildings divided into individual dwelling units that are for rent by the building/complex owner as individual dwelling units.

2.3 "Bulk Rate" means a rate negotiated between Grantee and the property owner of individual dwelling units to provide basic cable service to the occupied units of the building/complex.

2.4 "Commercial Subscriber" means a subscriber who or which receives service in a place of business, where the service may be utilized in connection with a business, trade or profession.

2.5 "Franchise Area" means the Township of West Bloomfield and the communities of Keego Harbor, Orchard Lake Village and Sylvan Lake.

2.6 "Grantee" means Continental Cablevision of Oakland County, Inc., or any person or entity who or which succeeds Continental Cablevision of Oakland County, Inc., in accordance with the provisions of this Franchise.

2.7 "Grantor" means the Charter Township of West Bloomfield, its successors, or its delegate acting within the scope of its jurisdiction.

2.8 "Gross Revenues" means the annual gross revenues, received by the Grantee from all sources of operations of the Cable Communications System within the franchise area, except that any sales, excise or other taxes collected for direct pass-through to local, state or federal government shall not be included.

2.9 "Initial Service Area" means that contiguous portion of the jurisdiction of the Grantor in which a density of thirty (30) dwelling units per linear plant mile or greater will result upon installation of the plant. (See attached map, Exhibit A.)

2.10 "Linear Plant Mile" means a linear mile of cable-bearing strand as measured on the street or easement from pole to pole or pedestal to pedestal.

2.11 "Section" means any section, subsection, or provision of this Franchise Agreement.

2.12 "Security Fund" means cash or an irrevocable straight letter of credit issued by a financial institution licensed to do business in the State of Michigan and approved by the Grantor.

2.13 "Year" means the remaining portion of 1984. Thereafter, "Year" means a full calendar year.

3.1 Governing Requirements. The franchise application of Grantee shall be incorporated herein as if fully set forth. Grantee shall comply with the requirements of this Agreement, Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances], Grantor's Request for Proposal (RFP) and all offerings contained in Grantee's franchise application. In the event of any conflict between Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] and any of the aforementioned documents, the provisions of Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] shall govern. In the event of any conflict between this Agreement and Grantor's Request for Proposal (RFP) or Grantee's franchise application, the provisions of this Agreement shall govern.

3.2 Franchise Fee. The Grantee shall pay to the Grantor a minimum annual franchise fee of five (5) percent of Annual Gross Revenues. The Grantee shall take any action with respect to any federal or state agency which may be necessary or appropriate to make the payment and receipt of such fees lawful. Acceptance of any payment by the Grantor shall not be construed as a release of or as an accord and satisfaction regarding any claim the Grantor may have for further and additional sums payable as a franchise fee or for the performance of any other obligation of the Grantee under this Franchise Agreement.

3.3 Advance of Franchise Fees. Upon the effective date of the Franchise as set forth in Section 1.3 of this Agreement, Grantee shall initiate franchise fee payment to the Township of West Bloomfield and the communities of Keego Harbor, Orchard Lake Village, and Sylvan Lake at a total of One Hundred Thousand Dollars ($100,000.00) for the first year, and at a minimum of One Hundred Thousand Dollars ($100,000.00) each year thereafter. These payments are to be considered an advance of franchise payments to the extent that they exceed the minimum annual franchise fee. In any year in which the computed franchise payment of five (5) percent of gross revenues, if legally permissible, exceeds the amount of One Hundred Thousand Dollars ($100,000.00), the excess, up to the extent of any previous unrecouped advances of franchise payments, shall be credited to the Grantee. Such advance fees shall not be recoverable from the Grantor in the event that the aggregate of future franchise fees does not exceed the total amount of the advances. Interest earned by Grantor on such advance payments shall not be considered a part of the franchise fee.

3.4 Recovery of Franchise Costs.

(a)

As provided for in Section 8.2(a) of Ordinance No. 117 [Section 9-162(a) of the West Bloomfield Charter Township Code of Ordinances], Grantee, within sixty (60) days after receipt from Grantor of a written itemization, shall reimburse Grantor for its actual costs incurred during the franchise process to the extent not recovered by application fees.

(b)

As provided for in Section 8.2(b) of Ordinance No. 117 [Section 9-162(b) of the West Bloomfield Charter Township Code of Ordinances], as necessary to aid in the analysis of all disputed matters relative to the Franchise, the Grantor shall be entitled to employ the services of technical, financial or legal consultants. All reasonable fees incurred by the Grantor in this regard shall be equally borne by the Grantee and the Grantor, regardless of the outcome of any specific dispute under consideration.

(c)

As provided for in Section 8.2(c) of Ordinance No. 117 [Section 9-162(c) of the West Bloomfield Charter Township Code of Ordinances], upon completion of any construction to the satisfaction of the Grantor, Grantee shall reimburse the Grantor for all actual nonrecurring costs incurred by the Grantor in connection with the regulation and inspection of said construction.

3.5 Payment to Grantor. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the Grantor may have for further or additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to audit and recomputation by the Grantor.

3.6 Liability Insurance and Indemnification. Upon the effective date of the Franchise, Grantee shall furnish proof that satisfactory liability insurance policies approved by the Grantor are in force, in the minimum amounts of:

—Worker's Compensation, as required by the State of Michigan.

—Comprehensive General Liability, including bodily injury liability and property damage, $1,000,000.00 combined single limit per person per occurrence with $15,000,000.00 umbrella.

—Broadcaster's General Liability, including civil right violations liability $1,000,000.00.

—Vehicles, including public liability and property damage, $1,000,000.00 combined single limit per person per occurrence with $15,000,000.00 umbrella.

—100% Builder's Risk, Fire and Extended Coverage, entire work including labor and materials insured to full value.

The liability insurance policies shall be maintained throughout the duration of this Franchise, with a copy filed with Grantor. From time to time, the Grantor may review and consult with the Grantee regarding the required face amount of the above-stated insurance coverages, and Grantor may reasonably increase the required face amounts where necessary, which increase Grantee shall provide.

3.7 Security Fund. Within thirty (30) days after the effective date of the Franchise, Grantee shall establish a security fund in the form of cash or an irrevocable straight letter of credit, the form of which is subject to the prior approval of the Grantor, in the sum of not less than Five Hundred Thousand Dollars ($500,000.00) as security until completion of system construction at which time said security fund may be reduced to a sum of not less than Twenty-Five Thousand Dollars ($25,000.00) which will be maintained throughout the life of this Franchise. The security fund may be assessed by the Grantor for purposes set forth in this Agreement and/or in Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances].

3.8 Conduct of Normal Business. The communities of West Bloomfield, Keego Harbor, Orchard Lake Village and Sylvan Lake have each independently granted franchises for a cable television system to be constructed, owned, operated and maintained by Grantee within the four (4) communities as one (1) system. It is understood that, in facilitating performance of the terms of this Agreement and the mutual obligations and responsibilities created herein, Grantor and the other three (3) communities shall make a good faith effort to function collectively for the entire franchise system, rather than independently. The Grantee recognizes, however, its obligation and responsibility for the performance of the cable television system and the terms of its Agreements to each individual community and its governing body.

4.1 General. The Grantee shall meet or exceed all the material construction and service requirements set out in this Franchise Agreement and in addition shall meet or exceed those material service requirements set out in Grantee's franchise application. The Grantee shall meet the service requirements regardless of whether subscriber penetration and/or revenue projections contained in the application prove to be correct. It is the Grantor's intent that Grantee shall not be penalized for minor breaches of the terms of this paragraph of this Agreement so long as its best efforts are maintained.

4.2 Construction Schedule. Grantee shall complete system construction and offer service to all residents in the initial service area within seventeen (17) months after the effective date of this Agreement. Grantee anticipates a period of three (3) months after the effective date of the Franchise will be sufficient to negotiate pole line attachment agreements with the utility pole owners and to acquire all necessary permits and clearances necessary to begin construction. Grantee shall complete system construction in accordance with the requirements of Exhibit A.

Consistent with sound engineering practice, construction shall be essentially concurrent in all areas in the jurisdiction of the Grantor so that no geographic portion of the Grantor is discriminated against in receiving prompt service. Service shall be offered to all residents and institutions within an area no later than ninety (90) days after the cables have been energized therein, and service shall be provided within thirty (30) days of request for service by subscriber.

4.3 Remedies for Delay in Construction. Grantor may, at its sole option, apply any of the remedies specified in Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] in connection with delays in system construction.

In addition, if, after six (6) months of [from] the effective date of the Franchise, Grantee has not commenced construction and Grantee does not commence construction within thirty (30) days of written notice of such failure from Grantor, subject to the procedural provisions of Section 10.2(c) and (d) of this Agreement, Grantor may impose a financial remedy not to exceed Three Thousand Dollars ($3,000.00) per day for each day the Grantor fails to initiate construction.

Grantee shall make a good faith and diligent effort to obtain all necessary permits and clearances. Within two (2) months after the effective date of this Franchise, Grantee shall report to Grantor its estimate of the initial construction date. The initial construction date estimated after two (2) months may be used by Grantor as the presumptive construction starting date, with all construction requirements based on that date; provided, however, that Grantee may adjust its estimated initial construction and system completion dates upon a showing of the occurrence of a Force Majeure as set forth in Section 11 of this Agreement.

The imposition by Grantor of the remedies provided in this section of this Agreement shall be in accordance with the procedures set forth in Section 10.2(c) and (d) of this Agreement.

4.4 Right of Inspection of Construction. Grantor shall have the right to inspect all construction or installation work performed subject to the provisions of the Franchise and to make such tests as it may find necessary to ensure compliance with the terms of the Franchise and other pertinent provisions of law.

4.5 Provision of Residential Service. Subject to the provisions of Section 8.3 and Exhibit A of this Agreement, Grantee shall provide all residential services to all residents in the jurisdiction of the Grantor at uniform installation charges and monthly rates, within the schedules of Section 4.2 of this Agreement. New residences in active cable areas shall be offered service within ninety (90) days after occupancy, but Grantee shall provide service to any requesting subscriber in an active cable area within thirty (30) days from the date of request.

4.6 Marketing. The Grantor shall have the right of prior approval of the customer connection agreement between Grantee and subscribers to the extent that the customer connection agreement contains all the descriptions of the free service offerings available to residents upon initial installation. Grantee shall submit to Grantor all its printed marketing material prior to its distribution to residents and/or subscribers.

5.1 System Configuration. The cable television system shall consist of at least two (2) interconnected networks: a residential, or "A" Cable, network and an institutional, or "B" Cable, network. Both networks shall provide activated bi-directional communications capability in their initial configurations.

5.2 Channel Capacity. The cable television system shall be installed to deliver signals at frequencies up to four hundred fifty (450) megahertz (MHz), with specific capacity as indicated below.

*Grantee shall activate fifteen (15) bi-directional channels, upon system activation. Grantee shall activate additional channels in Year 4 of this franchise or sooner upon Grantor request.

5.3 Satellite Earth Stations. Grantee shall provide four (4) satellite earth stations initially located at Grantee's cable system facility in Southfield, Michigan (27800 Franklin Road). Throughout the life of the Franchise, Grantee shall reasonably provide a sufficient number of earth stations to receive signals from all operational communications satellites that generally carry programs carried by cable systems.

5.4 Capacity for Interactive Residential Services. Grantee shall provide initially the capability for interactive residential services including, but not limited to, home security, energy management, addressable pay-per-view and data base access. Grantee shall also provide the capacity for impulse pay-per-view, home opinion polling, interactive videotext and BizNet interactive programming services, with such services to be added within two (2) years of the effective date of this Agreement or within one (1) year after the introduction of such service on an operational basis in a franchise area of comparable size or smaller size in southeastern Michigan, whichever occurs later. All customer equipment necessary for such services, such as addressable interactive converters, home terminals and home detectors, shall be provided to subscribers by Grantee in accordance with established and uniform rate schedules.

5.5 Cablecasting Facilities. Grantee shall provide the following cablecasting facilities or their equivalent for the cable system serving the Franchise area, at the estimated costs shown:

*Priority use: Grantor and Access users shall have first priority on all use of the listed equipment.

All cablecasting facilities located at Grantee's Southfield Operations Center (27800 Franklin Road) may be used by Franchise Area residents, subject to availability, approved use, and local franchise agreements.

The monies set forth in this section as facilities exclusively for public use have been allocated pursuant to the proposals set forth in Grantee's franchise application. Grantor reserves the right to reallocate all such monies (estimated cost Ninety-Four Thousand Dollars ($94,000.00)) in any manner or among any facility, user or service as it, in its sole determination, chooses provided that such reallocation is for a purpose within the cable system. Grantor agrees to notify Grantee, within ninety (90) days of execution of this Agreement, of the manner in which it wishes to reallocate said monies. Grantor may request a reasonable extension of the time in which it must notify Grantee of such reallocation, which extension shall not be unreasonably withheld.

5.6 Interconnection. Upon Grantor request, Grantee shall negotiate in good faith to interconnect the cable television system with neighboring cable systems. Within six (6) months of a Grantor request, Grantee shall report to Grantor the results of the negotiations. Notwithstanding the above, Grantee is committed to, and shall, interconnect the cable system with all contiguous cable systems operated by Grantee or its affiliates in the Detroit Metropolitan area. Grantee shall notify Grantor, within ninety (90) days of execution of this Agreement, of its progress with respect to providing such interconnection.

Within thirty-six (36) months of the effective date of this Agreement, Grantee shall provide a minimum of Thirty-Eight Thousand Dollars ($38,000.00) to interconnect the Institutional Network with the Oakland County Intermediate School District and the Oakland County Government Center in Pontiac.

5.7 Emergency Alert Capability. Grantee shall provide the system capability to transmit an emergency alert signal to all participating subscribers. Grantee shall also provide an emergency audio override capability to permit Grantor to interrupt and cablecast an audio message on all channels simultaneously in the event of disaster or public emergency.

5.8 Standby Power. Grantee shall provide standby power generating capacity at the cable communications system control center and at all hubs. Grantee shall maintain standby power system supplies at all critical system elements which shall include the transportation trunk from the head end, the hub, and one or more amplifiers from the hub.

5.9 Parental Control Lock. Grantee shall provide subscribers, at no charge if requested at time of execution of subscriber's service contract, a parental control locking device or digital code that permits inhibiting the viewing of premium channels. Grantee's parental control lock will be clearly explained in the marketing materials distributed in advance of subscriber's signing service contract.

5.10 Status Monitoring. Grantee shall provide an automatic status monitoring system as an integral part of both the residential and the institutional cable networks.

5.11 Technical Standards. The Federal Communications Commission (FCC) Rules and Regulations, Part 76, Subpart K (Technical Standards), shall apply. However, because of the recent development of interactive and other innovative services, modifications of FCC standards, as presented in the specifications below, are considered as necessary to meet system service objectives.

Applicable Technical Standards

(1)

Forward Signals—Class I Channels. The system shall be capable of carrying sixty (60) Class I Television Channels and the full FM broadcast band. The combined forward trunk and distribution system shall deliver signals to each subscriber's TV receiver that will meet or exceed the following specifications at the mean system temperature 70°. This shall include the effects of drop cables, interior splits and any terminal equipment such as descramblers and set-top converters.

(2)

Reverse Signals—The reverse channels shall have the capability of providing return signals from any subscriber tap to the extreme end of any area without noticeable signal degradation or interference.

A.

The system capability shall include transmission of color video, black and white video, and both low and high speed data, whether analog or digital.

B.

If necessary to prevent the build-up of noise and distortion products, the area shall be divided into sections, and sub-trunks run to a central hub within the area. Equivalent alternatives such as addressable taps or switches may be utilized.

C.

No more than +54 dBmV output level shall be required out of any customer interface device to meet the system specifications.

D.

Where applicable, the end of the system specifications shall include the effects of any signal reprocessing equipment necessary to achieve forward transmission.

E.

For Class I signals, the signal delivered to the subscriber's TV receiver, after being transmitted to the headend, processed and retransmitted down a forward channel, shall meet the Technical Standards of the FCC regulations, part 76, Subpart K.

6.1 Initial Services and Programming. Grantee shall provide, as a minimum, the initial services and programming listed in this section and in the tier format as shown in Exhibit C. If any listed service shall become unavailable, or cannot be provided for valid reasons, Grantee shall provide substitute programming considered at least as attractive to cable system subscribers. Grantee shall not reduce the number of program services without first submitting written notification by certified mail or personal service to the Grantor and the Grantee may reduce the services if there are no written objections within thirty (30) days from receipt of Grantee's notification. Grantee may add new services at any time. The addition of those services which affect Tier 1 rates shall be subject to prior approval by the Grantor of those rates. Grantee may combine programming into composite channels to improve efficiency of channel utilization or to attract a larger viewing audience.

6.2 Basic Subscriber Television Services. Grantee shall provide Basic Subscriber Television Services in two (2) price tiers.

(1)

Tier 1 service shall include, as a minimum, all of the following:

(a)

Carriage of eight (8) area television broadcast stations:

WJBK—Channel 2 Detroit

WDIV—Channel 4 Detroit

WXYZ—Channel 7 Detroit

CBET—Channel 9 Windsor, Ontario

WXON—Channel 20 Detroit

WKBD—Channel 50 Detroit

WTVS—Channel 56 Detroit

WGPR—Channel 62 Detroit

(b)

Full carriage of two (2) distant television broadcast stations:

WGN—Channel 9 Chicago, Illinois

WTBS—Channel 17 Atlanta, Georgia

(c)

Carriage of fifteen (15) video programming services distributed by communications satellite subject to availability:

ACSN: The Learning Channel

Black Entertainment Television (BET)

Cable Health Network (CHN)

Catholic Telecommunications Network (CTN)

CBN Cable Network

Channeltainment

Eternal Word Television Network (EWTN)

Kidvid

National Christian Network (NCN)

National Jewish Television (NJT)

PTL: The Inspirational Network

Spanish International Network (SIN)

The Silent Network

The Weather Channel (TWC)

Trinity Broadcasting Network (TBN)

(d)

Carriage of eight (8) alphanumeric programming services:

AP Business and Finance News

AP Sports

AP State and Local News

AP World News

Cable Program Guide and Local Time

Community Bulletin Board

Consumer Shopping Guide

Transportation Channel

(e)

Carriage of two (2) local and community video programming services including but not limited to the following:

CTV-11 Local Origination

Local Origination

(f)

Carriage of ten (10) channels reserved for local and community programming usage. Grantee may request the temporary use of any or all unused channels (which request may not be unreasonably delayed or denied) for a period of time to be specifically determined by the Grantor.

(2)

Tier 2 service shall include all services and channels included in Tier 1 service, and in addition shall include, as a minimum, all of the following:

(a)

Full carriage of one (1) additional distant television broadcast station, being WOR—Channel 9 New York, New York, subject to the election set forth in Section 8.9 of this agreement

(b)

Carriage of an additional fifteen (15) video programming services distributed by communications satellite subject to availability:

Alpha Repertory Television Service (ARTS)

Cable News Network (CNN)

CNN Headline News

Cable Satellite Public Affairs Network (C-SPAN)

Daytime

Entertainment & Sports Programming Network (ESPN)

Financial News Network (FNN)

MSN: The Information Channel

Music Television (MTV)

Nickelodeon

Satellite News Channel I (SNC-I)

Satellite News Channel II (SNC-II)

Satellite Program Network (SPN)

The Nashville Network (TNN)

USA Network

(c)

Carriage of two (2) additional channels reserved for local and community programming usage. Grantee may request the temporary use of any or all unused channels (which request may not be unreasonably delayed or denied) for a period of time to be specifically determined by the Grantor.

6.3 Pay Television. In addition to the Basic Subscriber Television Services, Grantee shall offer the following optional pay-television services or equivalent programming of the same general class to the extent it is available:

Bravo

Cinemax

Don King Sports and Entertainment Network

Getty/ABC/ESPN Sports Network

Home Box Office (HBO)

Home Theater Network Plus

PlayCable

Showtime

The Disney Channel

The Movie Channel

6.4 Leased Channel Service. Grantee shall offer leased channel service at nondiscriminatory rates and on reasonable terms and conditions. Grantee shall not use its position as a cable television system operator to refuse leased channel service to any applicant who may wish to offer home and/or business security services even if competitive with similar services offered by Grantee.

Grantee shall dedicate, at a minimum, five (5) percent of the cable system's Residential Network downstream capacity (three (3) channels), one (1) upstream channel of the Residential Network, and ten (10) percent of the Institutional Network channel capacity (six (6) bi-directional channels) for leased access use throughout the life of the Franchise. Should system capability be expanded in the future, additional channels shall be dedicated for leased access to total the percentages indicated above. Grantee may utilize leased channels for other purposes, when not being leased by others, but shall give priority to leasing in the event of conflict.

6.5 Basic Subscriber Radio Service. Grantee shall provide a minimum of thirty (30) channels of Basic Subscriber Radio Service, including but not limited to the following:

—18 local FM stations

—5 stereo simulcast services (Cinemax, HBO, MTV, Showtime, TNN)

—4 satellite services (WFMT, Bonneville, Moody Network, Cable Jazz Network)

—1 shortwave service (BBC)

—1 FM access channel

—1 service for the sight handicapped (Talking Books)

6.6 Interactive Service. Grantee shall provide the following interactive services to residential network subscribers initially but after the system is fully activated and service is offered to all residents in accordance with Exhibit A.

Data Base Access

Energy Management

Home Security

One-Way Pay-Per-View

Home Security Service will not be initiated without prior approval from the Grantor police and fire departments.

Potential interactive services to be provided by the Grantee to residential network subscribers shall include, but not be limited to, the following:

BizNet

Continuing Professional Education

Home Opinion Polling

Home Banking

Home Shopping

Impulse Pay-Per-View

Interactive Videotext

Interactive services to be provided contingent upon the conditions indicated in Section 5.4.

7.1 Public Cable Usage Management. Grantor may, at its option, delegate to an independent nonprofit entity, such as a Commission or Board, the authority to receive and allocate support funds and other considerations provided by the Grantee and/or others, designed to promote and develop public-benefit usage of the cable system.

7.2 Joint Commission or Board. The Commission or Board may be established jointly with neighboring jurisdictions, at Grantor's sole option.

7.3 Grantee Support for Public Cable System Usage. Grantee shall provide the following or equivalent support for public cable usage within the franchise area, as a minimum:

(a)

Provision of the equipment and facilities designated in Section 5.5 of this Agreement as for public use.

(b)

Reasonable and nondiscriminatory use of Grantee's local origination facilities, when available, by individual residents and noncommercial, nonprofit organizations, in accordance with public access rules.

(c)

Provision of local origination staff, community programming staff, and institutional network development staff of at least three (3) full-time or equivalent coordinators by the second year of system operation.

(d)

Conducting Three Hundred (300) hours of free video training workshops annually to train community and access users in cablecasting techniques and equipment.

(e)

Conducting an advertising and promotional campaign to familiarize residents in the jurisdiction of the Grantor with the cable system's access facilities.

(f)

Development of a student internship program with local schools which provides for ten (10) internships per school year (five (5) internships per semester). The interns will work with Grantee's community access and local origination staff to learn all phases of community programming. Initially, each intern will receive a grant of Two Hundred Dollars ($200.00). This amount will be increased, after year one (1), by a minimum cost of living increase of five (5) percent per year for the duration of the Franchise. Additionally, the Access Channel Management Committee or Board, or other appropriate agency as designated by the Grantor, will be provided with a Five-Hundred-Dollar annual grant to assist them in administering the Internship Program.

(g)

Provision of one-half percent of annual gross revenues to the public usage management entity annually for the life of the Franchise with a minimum annual guaranteed provision of Ten Thousand Dollars ($10,000.00) to be paid thirty (30) days after certified figures are available. Said funds will be used for the support of community programming.

(h)

Dedication of twenty (20) percent of the cable system's Residential Network channel capacity (twelve (12) downstream channels and one (1) upstream channel) and forty (40) percent of the cable system's Institutional Network channel capacity (twelve (12) bi-directional channels) for public use throughout the life of the Franchise. Should system capability be expanded in the future, additional channels shall be dedicated for public use to total the percentages indicated above.

(i)

Provision of no less than Eleven Thousand Six Hundred Fifty Dollars ($11,650.00) annually for maintenance of local origination and access equipment and facilities.

(j)

Provision of no less than Two Hundred Thirty-Four Thousand Dollars ($234,000.00) for upgrading, modernizing or replacing equipment as necessary during the first twelve (12) years of the Franchise, exclusive of the moneys provided annually pursuant to Section 7.3(i).

(k)

Provision of a one-time Twenty-Five-Thousand-Dollar grant that may be used for the design and equipment of a municipal access studio to be paid within one hundred twenty (120) days of execution of this Agreement.

(l)

Provision of drops, converters, and terminal equipment to all existing institutions in the West Bloomfield, Keego Harbor, Orchard Lake Village and Sylvan Lake Franchise Area, with a financial commitment not to exceed Ten Thousand Dollars ($10,000.00). In addition, Grantee agrees to the provision of internal wiring of one hundred (100) classrooms, at Grantor's discretion, with a financial commitment not to exceed Seven Thousand Dollars ($7,000.00). (See Exhibit B)

(m)

Provision of two (2) One Thousand Two Hundred Dollar ($1,200.00) scholarships to area students annually renewable for a maximum of four (4) years. Each year of the Franchise, two (2) new students shall be accepted into the program.

(n)

Provision of a one-time One Hundred Seventy-Five Thousand Dollar ($175,000.00) grant to West Bloomfield Township and the communities of Keego Harbor, Orchard Lake Village and Sylvan Lake, to support educational, municipal and public access uses of the cable system, payable Sixty Thousand Dollars ($60,000.00) as of the effective date of the Franchise Agreement, Sixty Thousand Dollars ($60,000.00), twelve (12) months thereafter, and Fifty-Five Thousand Dollars ($55,000.00), twenty-four (24) months after the effective date of the Franchise.

(o)

Provision of Thirteen Thousand Dollars ($13,000.00) in Grantor-specified production equipment for upgrading the facilities at West Bloomfield High School, to be paid within six (6) months of execution of this Agreement.

(p)

All monies committed by Grantee in this section, including the cost of any commitments not specifically converted into dollar amounts, may be reallocated by the Grantors in the franchise area provided that such reallocations are for purposes within the cable system. Said Grantors agree to notify Grantee, within ninety (90) days of execution of this Agreement, of the manner in which it wishes to reallocate said monies. Said Grantors may request a reasonable extension of the time in which to notify Grantee of such reallocation, which extension shall not be unreasonably withheld.

8.1 Initial Rates and Charges. Grantee's initial rates and charges shall not exceed those listed in this section.

8.2 Basic Service—Residential Subscribers. The initial rates and charges for basic service to residential subscribers shall not exceed the following:

*Installation charges waived if performed concurrent with first outlet installation.

**These rates apply to normal installations which are defined as aerial or underground service drops not exceeding 150 feet. Service drops in excess of 150 feet will be installed on a time and material basis for the portion of the drop in excess of 150 feet.

8.3 Basic Service—Apartment, Commercial and Public Facilities. The initial rates and charges for basic service to apartments, commercial organizations and public facilities shall not exceed the following:

*Bulk rates for apartments are not available for Tier I service.

*Provided to the facilities listed in Exhibit D.

8.4 Pay-Television Service. The initial rates and charges for pay-television services shall not exceed the following:

**Installation charges waived if performed concurrent with first outlet installation.

8.5 Studio and Equipment Usage. Grantee shall not exceed the following initial rates for access studio and video equipment use:

8.6 Maintenance of Initial Rates. Grantee shall not increase the initial rates for a period of twenty-four (24) months after the effective date of the Franchise or eighteen (18) months from the date cable service commences, whichever is longer. The maintenance of initial rates shall include pay-television rates and Grantee shall not utilize FCC or other preemption of pay-cable rates to increase such rates prior to the expiration of the period above, however, the Grantee may pass through to subscribers any increases or decreases in Pay-TV rates caused by supplier price changes. Upon the expiration of said period, those rates and charges for those services for which rate regulation is not preempted by federal or local agencies shall be subject to regulation by Grantor as provided for in Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances].

8.7 Special Rates and Discounts. Grantee shall provide free installation for Tier I, Tier II, and Pay-TV service for the first ninety (90) days after commencement of service to a given area.

8.8 Miscellaneous Rates. Grantee shall not exceed the following rates for the listed services:

*The closed captioned adapter can be purchased for $225.00 or $9.50 per month for 24 months.

**The Teletext decoder can be leased or purchased from vendor.

***May require adjustment to reflect actual costs of installation.

****Offered in Year 2 subject to availability.

*****Monthly charge applies only to subscribers electing this option without subscribing to other cable services.

8.9 Copyright Fees. The basic service rates set forth in this section are predicated upon a composite 2.3% copyright fee. Should higher copyright fee be imposed, Grantee may adjust all rates affected by the increase in copyright fees by an amount sufficient to offset such incremental copyright costs, or in the alternative, elect to delete one (1) of the presently carried distant independent stations in order to reduce the composite copyright fee to 2.3%.

9.1 Local Purchasing and Hiring. Grantee shall employ residents in the jurisdiction of the Grantor within its own operations, and/or utilize firms based in the jurisdiction of the Grantor for purchases and construction subcontracts, to the maximum extent possible. Grantee shall provide Grantor with a written report of local purchasing and hiring achievements at last annually for the duration of the Franchise.

9.2 Employment Decisions, Practices and Procedures. Throughout the term of the Franchise, all employment decisions, practices and procedures of Grantee, including actions related to advertising, recruiting, hiring, promotion, transfer, remuneration, selection for training, company benefits, disciplinary action, lay-off and termination, shall be based on merit and ability without discrimination in violation of any state or federal constitution or law.

9.3 Employment Training Program. Grantee shall, during the entire term of the Franchise, conduct an aggressive training program to train local residents for employment in the cable industry.

10.1 Franchise Regulation. The Franchise granted under this Agreement shall be subject to regulation by Grantor in accordance with the provisions of Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances]. Grantor may, at its sole option, enter into joint regulatory agreements with other Grantors in adjacent jurisdictions served by the same cable system.

10.2 Remedies for Franchise Violations.

(a)

In addition to the remedies for delays in construction as specified in Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] and Section 4.3 of this Agreement, Grantor reserves the right to impose the following remedies in the event Grantee violates any other material provision of the Franchise, provided that Grantee has not commenced reasonable, appropriate corrective action within thirty (30) days after posting of written notice by certified mail to the general manager of the Grantee.

(1)

Impose a financial remedy, not to exceed One Thousand Dollars ($1,000.00) per day, or per incident for noncontinuing violations, for Grantee's individual willful or repeated violation of the Franchise or failure to take corrective action with respect to a violation of any material provision of this Franchise.

(2)

Require Grantee to make rate rebates or payments to the customers or classes of customers in such amount and on such basis as Grantor may deem reasonable.

(b)

In the event the stated violation is not reasonably curable within sixty (60) days, the Franchise will not be terminated or revoked if the Grantee provides, within the said sixty (60) days, a plan, satisfactory to the Grantor, to remedy the violation and continues to demonstrate good faith in seeking to correct said violation.

(c)

In determining which remedy or remedies for Grantee's violation are appropriate, Grantor shall take into consideration the nature of the violation, the person or persons bearing the impact of the violation, the nature of the remedy required in order to prevent further such violations and such other matters as the Grantor may deem appropriate; provided, however, that adequate remedies must be imposed if service is in any way materially lessened, or if any material provision of this Franchise is not complied with.

(d)

Within ten (10) days after receipt of a written notice of a violation from Grantor, Grantee may request a hearing before a Grantor-designated hearing officer in a full public proceeding affording due process. Such hearing shall be held within thirty (30) days of the receipt of the request therefor.

In the event Grantee's performance of any of the terms, conditions, obligations or requirements of this Franchise or Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] is prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided Grantee has notified Grantor in writing within thirty (30) days of its discovery of the occurrence of such an event. The burden of proof shall be on the Grantee to demonstrate that such prevention or impairment was beyond its reasonable control or was not reasonably foreseeable. Such causes beyond Grantee's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, Acts of God, civil emergencies and labor unrest or strikes and delays caused by public utility companies not occasioned by action or inaction of the Grantee.

12.1 Defense of Litigation. Grantee shall, at the sole risk and expense of Grantee, upon demand by Grantor, appear and defend any and all suits, actions, or other legal proceedings, whether judicial, quasi-judicial, administrative, legislative, or otherwise, brought or instituted or had by third persons of duly constituted authorities, against or affecting Grantor, its officers, boards, commissions, agents, or employees, and arising out of or pertaining to the exercise or the enjoyment of Grantee's Franchise, or the granting thereof by Grantor. Grantor reserves its right to review all strategy decisions and approve or disapprove all settlements or other resolutions of the litigation which affect the Grantor or its rights or obligations. Anything herein to the contrary notwithstanding, Grantee shall be obligated to a maximum of Twenty-Five Thousand Dollars ($25,000.00) for payment of legal services in defense of Grantors in the franchise area and/or their agents, employees, etc.

12.2 Satisfaction of Claims. Grantee shall cause to be paid and satisfied any judgment, decree, order, directive, or demand rendered, made or issued against Grantee, Grantor, and/or their respective officers, boards, commissions, agents, or employees in connection with its Franchise. Such indemnity shall exist and continue without reference to the amount of any bond, policy of insurance, deposit, undertaking or other assurance; provided that neither Grantee nor Grantor shall make or enter into any compromise or settlement of any claim, demand, cause of action, suit, or other proceedings, without first obtaining the written consent of the other, which consent shall not unreasonably be withheld. Grantee shall provide such indemnity for the benefit of Grantor to the extent of the insurance coverage limits as set forth in Section 3.6 hereof.

12.3. Hold Harmless.

(a)

The Grantee, its successors and assigns, on behalf of themselves and each of their predecessors in interest, shall defend, indemnify and hold harmless the Grantor, its officers, boards, commissions, agents and employees, and each of them, against and from any and all claims, demands, actions, suits, liabilities and judgments of every kind and nature and regardless of the merits of the same, arising out of or related to the exercise or enjoyment of the Franchise granted pursuant to this Agreement and/or Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances], including the reasonable costs of investigations, attorneys' fees and court costs in the defense of any actions.

(b)

The provisions of Section 12.3(a) shall include and be fully applicable in relation to any and all claims, demands, actions, suits, liabilities and judgments of every kind and nature and regardless of the merits of the same, arising out of or related to any and all acts, omissions, practices, procedures, policies, evaluations, awards, denial of awards and/or decisions of any kind with respect to the Request for Proposals, Proposals and Award of Franchise made and/or submitted by Grantor, Grantee or any Applicant related to the franchise sought and/or granted pursuant to this Agreement.

Grantee and its parent hereby acknowledge that they have read and understood the provisions of Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] pursuant to which this Agreement is executed and this Franchise granted. All the provisions of Grantor's Cable Communications Ordinance, being Ordinance No. 117 [Chapter 9 of the West Bloomfield Charter Township Code of Ordinances] are expressly adopted herein and are hereby made a part of this Agreement.

In the event of a conflict between the requirements of the Request for Proposal, the Proposal of the Franchisee, the Grantor's Cable Communications Ordinance, and the provisions of this Agreement, the provisions of the Ordinance shall first prevail, with next priority afforded to this Agreement.

Should any section, subsection, clause or phrase of this Agreement be declared by the courts to be invalid, the same shall not affect the validity of the Agreement as a whole or any part thereof, other than the part so invalidated.

In witness whereof, Grantor and Grantee have executed this Agreement the date and year first above written.

EXHIBIT A. CONSTRUCTION AND SERVICE SCHEDULE

Continental Cablevision of Oakland County's Line Extension Policy is as follows:

Density: All residents shall be provided full service at standard monthly rates when densities meet or exceed thirty (30) dwelling units per linear mile of plant. This total area shall be termed the Initial Service Area. Beyond the Initial Service Area, Continental shall provide full service to all residents at standard monthly rates where potential subscribers are willing to contribute to the cost of line extension in accordance with the following formula:

;frax;C;LE; − ;frax;CA;P; = SC;

In which C is the cost of construction of new plant; CA is the average cost of construction in the Initial Service Area; LE is the number of dwelling units requesting service in the particular line-extension area; and SC represents the subscriber contribution in aid of line-extension costs and P represents the number of dwelling units in the Initial Service Area. This approach completely eliminates any subsidization of low density by high density areas, and limits the additional costs to subscriber in low density to merely the marginal extra cost involved in providing service to them. It is the most flexibly responsive line-extension policy Continental has been able to develop to provide maximum service to the franchise area at the lowest rates, while avoiding unfair subsidies.

Whenever a potential subscriber located in a line extension area requests service, the company shall, within thirty (30) days of the request, conduct a survey to determine the number of potential subscribers located in the line extension area and shall inform each of the potential subscribers of the contribution in aid to construction that may be charged. The company may require prepayment of the contribution in aid of construction. Cable television services must be made available to those who made a contribution in aid of construction within thirty (30) days from the receipt of the pole attachment agreements by the company.

The contribution in aid of construction shall be in addition to the installation rate set forth in the franchise. Standard installation charge waiver of ninety (90) days after announcement of service availability shall apply to each line extension area.

During a five-year period commencing at the completion of a particular line extension, a pro-rata refund shall be paid to previous subscribers as new subscribers are added to the particular line extension; the amount of the refund, if any, shall be determined by application of the formula each time a new subscriber is added. The refunds shall be paid annually to subscribers, or former subscribers, entitled to receive them.

(See Attached Map)

EXHIBIT B. INSTITUTIONAL NETWORK COMMITMENTS

1.

Institutions to be passed by the Institutional Network:

2.

Continental Cablevision of Oakland County's policy on drops to public agencies is as follows:

3.

Continental Cablevision of Oakland County's policy on providing internal wiring and terminal equipment is as follows:

Continental shall provide video and data communications capability to all Public Benefit Institutions. The company shall provide free connections to all institutions and shall provide internal wiring of one hundred (100) classrooms for cable service to be designated by the educators (as described below.) Each institution shall be provided with two (2) Jerrold DSZ-A fully addressable terminals or the equivalent. Furthermore, additional public benefit institutions designated by the Township Boards and City Councils during the franchise term shall be extended all services provided to other public benefit institutions by Continental.

Additionally, Continental recognizes that each school in the West Bloomfield area will have different needs for internal classroom wiring. In some schools where there is a highly developed curriculum utilizing video production, it would be desirable to wire many classrooms. In other schools, extensive internal wiring might be unnecessary and wasteful. Continental has dedicated funds which can be used for the internal wiring of one hundred (100) classrooms at educators' discretion.

4.

Continental Cablevision of Oakland County's policy on allocating Institutional Network channel capacity other than that dedicated for public use is as follows:

Continental has dedicated forty (40) percent of the Institutional Network to public use. Above and beyond this capacity, allocation of unreserved spectrum shall be based on user demand.

5.

Continental Cablevision of Oakland County's proposed Institutional Network rates for services to commercial users and noncommercial users who do not use the public-dedicated channels or that portion of the Institutional Network not dedicated to public use are as follows:

6.

Continental Cablevision of Oakland County's policy on providing access to the Institutional Network, method of connection, and interface equipment furnished is as follows:

Institutional/business cable users shall be serviced from dedicated institutional trunk cables. Users shall be provided with the necessary terminal equipment to facilitate their use of institutional/business services; i.e., addressable/interactive terminals, data modems, RF modulators, and alpha-numeric character generation equipment.

Continental shall employ an Educational/Institutional coordinator to work directly with Educational/Institutional users to maximize their understanding of the services provided.

Additionally, the Program Manager shall disseminate information on business applications and work directly with local businesses. Continental supports enthusiastically the goal of closing the gap between the technological capabilities of cable/business application and widespread, cost-effective utilization by local business.

Continental proposes to install a discrete, self-supporting institutional/business network. The free flow of data and video/audio communications shall be accomplished throughout the West Bloomfield and Tri-Cities system using conventional transmission techniques. The network is segmented into two separate sub-networks; thereby increasing the effective upstream channel capacity by a factor of two.

Video/audio transmission and routing:

All incoming (upstream) institutional signals shall be demodulated to baseband at the headend to allow for local and remote controlled routing to any downstream institutional or subscriber network channel. Data transmission services provided on an occasional point-to-point basis shall use a similar signal path. High volume data service users shall use headend translators. Institutional programming and data traveling upstream from the West Bloomfield franchise area can be routed to Continental's Southfield Institutional Network via the bi-directional feedforward interconnect.

The following equipment is proposed at the system headend:

Video Demodulators-Scientific Atlanta-6250-a fully modular solid state precision device, used to downconvert incoming radio frequency signals to baseband for inter-and intra-headend routing.

Video Modulators-Scientific Atlanta-6350-a fully modular solid state precision device, which generates a high quality vestigial sideband television signal.

Video/Audio/Data Distribution Switching-Fernsch TVS/TAS-1000-a baseband computer controlled crosspoint switching matrix with 10/10 input/output capacity.

Channel Control and Signal Scrambling-Jerrold Addressable Controller/DEC PDP 11/03 computer-this field proven system operates in tandem with the subscriber network. Combined with the Jerrold DSZ-A, subscriber terminal, and a Jerrold SSE-220 AN Encoder (scrambler), institutional users shall be capable of calling up discrete channeling paths (separately programmed narrow-casting areas) between users or entertainment services subscribers.

Stand-by Power-Generac-SC-020-20 KW-these units, capable of continuous operation shall maintain headend power, including air conditioning, insuring the integrity of institutional/business communications traffic during local power outages.

Data translators (configured to users' needs)-installed in conjunction with twenty-five pin ETA patch fields, shall allow for the flow of data signals at various levels of speed and sophistication.

Telenet:

Continental shall interconnect the West Bloomfield and Tri-Cities Residential and Institutional Networks with the nationwide Telenet public data network. The headend unit, a Telenet TP-4000 Processor, and home terminals, Datavision CATV PSK/OOK modems, shall provide network interconnection between Residential and Institutional subscriber's computers and service providing host computers of the Telenet network. Access to data bases shall be by direct arrangement between the subscribers and host computer service vendors.

Continental shall provide six (6) character generation units (CG 832-B video data systems) and six (6) RF Modulators-SA 6350 (to be distributed at the discretion of the Township and Cities) for immediate activation of the institutional/access channel group. Grant money in response to local needs may be used to purchase data modems, teletext decoders or other specialized terminal equipment.

Continental shall install and maintain, for the life of the franchise, all Public Benefit Institution user-premises terminal and modem equipment.

Optional Datavision CATV PSK/OOK modems shall provide network interconnection between Residential and Institutional subscriber's computers and service providing host computers on the Telenet network.

EXHIBIT C. TIER STRUCTURE

EXHIBIT D. FREE PUBLIC FACILITY INSTALLATIONS

1.

The list of institutions in West Bloomfield and the Tri-Cities that shall receive free Residential and Institutional service are listed in Exhibit B-1. Continental's commitment is to serve all present public and nonprofit institutions as well as future institutions as they are built.

2.

Continental Cablevision of Oakland County's policy for providing more than one (1) drop to a public agency is described in Exhibit B-2.

3.

Continental's policy on internal wiring of facilities is as follows:

Continental recognizes that each school in the West Bloomfield area will have different needs for internal classroom wiring. In some schools where there is a highly developed curriculum utilizing video production, it would be desirable to wire many classrooms. In other schools, extensive internal wiring might be unnecessary and wasteful. Continental has dedicated funds which can be used for the internal wiring of one hundred (100) classrooms at educators' discretion.

For internal wiring of other public benefit institutions, Continental shall charge for time and materials only.