Comcast
Cable Television
Franchise Agreement
Between
The Township of Genoa
and MediaOne
of Eastern Michigan, Inc.

TABLE OF CONTENTS


Section                                                                                                Page
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 2
2 . Grant of Authority..............................................................................3
3.  Design and Service Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
4 . Construction, Operation and Maintenance . . . . . . . . . . . . . . . . . . . .  5
5 . Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
6 . Rights of Individuals .........................................................................10
7 . Franchise Fee .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.  Insurance, Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
9.  Remedies......................................................................................... 14
10 . Variance and Renewal.................................................................... 16
11 . Franchise Renewal .........................................................................16
12 . Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
13 . Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 17
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
 

RECITALS
WHEREAS, MediaOne of Eastern Michigan, Inc., ("Grantee") has been operating a cable television system pursuant to Ordinance, as amended; and
WHEREAS, the Grantee has requested the renewal of its current cable television franchise, which would otherwise expire on August 6, 2002; and
WHEREAS, the Township of Genoa, Michigan (the "Township") has analyzed and considered the technical ability, financial condition, legal qualification, and general character of the Grantee, and has determined that it is in the best interest of the Township and its residents to renew the cable television franchise with the Grantee following expiration of the current franchise; and
WHEREAS, the Grantee and the Township have agreed to be bound by these conditions; and
WHEREAS, insofar as the State Constitution of I963 has delegated to the
Township the authority to grant a Franchise for cable system operation within the Township's territorial boundaries, the Township exercises its authority to grant a non-exclusive Franchise permitting the operation of a cable television system within the Township.

NOW THEREFORE IT IS AGREED AS FOLLOWS:
SECTION I - DEFINITIONS
Definitions set forth in the Township's ordinance regulating and providing for
the granting of cable television franchises are incorporated by reference.
For the purpose of this Franchise, the following terms, phrases, words and
their derivations shall have these meanings. Words not defined shall be given their meaning according to common usage within the cable television business. Words not defined that have no common usage within the cable television business shall be given their common and ordinary meaning.
1.1   "Channel" means a band of frequencies in the electromagneticspectrum, or any other means of transmission (including, without limitation, optical fibers or any other means now available or that may become available), which is capable of carrying one video and accompanying audio signal.
1.2   "Township" means the area within the Township limits of the Township of Genoa, Michigan, including areas annexed during the term of this Franchise.
1.3   "Board" means the Township Board of Trustees of the Township of Genoa.
1.4   "Grantee" means MediaOne of Eastern Michigan, Inc. and its successors or assigns.
1.5   ''Gross Revenues" means all revenue derived from the operation of the
cable system to provide Cable Service, including revenues derived from advertising, home shopping and cable modem service, to the extent cable modem service is offered as a Cable Service, subject to federal law and regulation. This term does not include any other sales, excise, or other taxes collected by Grantee on behalf of any state, Township, or other governmental unit, and shall be net of bad debt and refunds to subscribers.
1.6  "Non-cable Service" means any lawful telecommunications service which is distributed over the System, other than a Cable Service.
1.7  "Owner" means a person with a legal or equitable interest in ownership of real property.
1.8   "Person': means any corporation, partnership, proprietorship, individual or organization, governmental organization, or any natural person.
1.9   "Public Property" means any real property owned by Township other than a street.
1.10   "Public Right of Way means the surface, air space above the surface, and the area below any public street, road, highway, freeway, lane, path, public way, alley, court, sidewalk, boulevard, parkway, drive, bridge, tunnel easement, or right-of-way now or hereafter held by Township, or dedicated for use by the Township, use by the general public, or use compatible with Cable System operations.
1.11  "Signal" means any transmission of radio frequency energy or optical
information.
.
SECTION 2. GRANT OF AUTHORITY
2.1 Grant of Franchise. For the purposes of constructing, operating, rebuilding and maintaining a Cable System in the Township, Grantee may erect, install, construct, upgrade, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the Public Rights-of-way in the Township such lines, cables, fiber optics, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, enclosures, attachments, and other property and equipment as are necessary and appropriate to the operation of the Cable System to provide Cable Service and such other
services as permitted by law.
2.2 Franchise Term. This Franchise shall commence upon the date of
execution by the Township for a term of fifteen (15) years, unless renewed sooner.

SECTION 3. DESIGN AND SERVICE PRO.VISl0NS
3.1 System Design. Grantee's Cable System at all times during the term of this Franchise will include a residential (750 MHz) network with an activated capa Township for the transmission of at least seventy eight (78) video channels. The Cable System shall employ remote status monitoring. The Cable System shall comply with regulations of the FCC regarding the compatibility between Cable Service and consumer receiving, recording, and related equipment.
3.2 Educational. Public, 'and Governmental Access. Upon request by the
Township, ' Grantee shall provide at least one (1) channel each for non-commercial educational, public, and governmental access programming within ninety (90) days of the effective date of this Franchise.
3.3 Unused Programming. Grantee may sell or use for program origination any unused access channels to provide local information, entertainment, and advertising, under rules approved by the Township.
3.4 Township Installations. Grantee shall, without charge for installation,
maintenance, or service, make installations of its Cable System and provide basic service to the Township Hall, police stations, fire stations, other public buildings, each accredited public and parochial school, and each public library in the Township. Installations, including three multiple outlets, shall be made at reasonable locations in each building as shall b e required by the Township and schools.
3.5 Proof of Performance Tests:
A. Grantee shall perform proof of performance tests in a manner and
with the frequency required by the FCC’s technical standards rules.
B. Upon the Township’s request, Grantee shall provide to the Township
a written report showing the results of such proof of performance tests.
C. In the event the Township determines that Grantee’s Cable System
does not meet FCC technical standards, Township may give Grantee notice of such non-compliance, and request that Grantee correct the non-compliance.

SECTION 4. CONSTRUCTION,  OPERATION. AND MAINTENANCE
4-1 Construction, Operation, and Maintenance Requirements.
A. Grantee shall construct, operate, and maintain its Cable System in
compliance with all applicable laws, ordinances, rules, and regulations. The Cable System, and all parts thereof, shall be subject to periodic inspection by the Township.
B. No construction or other activity on or related to a Cable System,
including any activity within a Public Right-of-way, shall be commenced by the Grantee until all required permits and approvals have been obtained from the Township and other authorities. Any such permit or approval may impose conditions that are necessary to protect structures in the Public Right-of-Way, to ensure the proper restoration of the Public Right-of-way and any structures located therein, to provide for protection and the
continuity of pedestrian and vehicular traffic, and otherwise to protect the public's utilization of the Public Right-of-way. The Township shall cooperate and use its best efforts in granting any permits or approvals required.
C. Grantee shall at all times take reasonable precautions for preventing
failures and accidents which are likely to cause damage or injury to the public, to employees of the Grantee, and to public or private property.
D. The construction, operation, and maintenance of a Cable System
shall be in accordance with all applicable sections of the Occupational Safety and Health Act of 1970, as amended, the National Electrical Safety Code, the National Electric Code, and other applicable federal, state, and local laws and regulations.
E. Any Cable System antennae and their supporting structures shall be
constructed, painted, lighted, and maintained in accordance with applicable rules and regulations of the FCC, Federal Aviation Administration, and other applicable state and local laws and regulations.
F. Any Public Right-of-way, public property, or private property that is
disturbed or damaged during, or as a result of, the construction, reconstruction, repair, replacement, relocation, operation, or maintenance of the Cable System, shall be promptly repaired by the Grantee, at its sole expense and to a condition reasonably comparable to its condition prior to the disturbance or damage.
G. Grantee shall make use of existing poles and other facilities available
to Grantee, Grantee may erect its own poles and install its own conduit. All poles and conduit installed within the Township shall be made available for attachment or use by the Township without charge provided such use does not interfere with the Cable System.
H. In all areas of the Township where all cables, wires, or other like
facilities of public utilities are placed underground, Grantee shall place its cables, wires, or other facilities underground.
I. Grantee may cut or trim trees and vegetation interfering with National
Electrical Safety Code and other clearance requirements upon notice to the Township.
J. In the event it is necessary to move or temporarily or permanently
remove any of Grantee's wires, cables, poles, or other facilities in order to lawfully move a large object, vehicle, building, or other structure over the streets of the Township, upon thirty (30) days prior written notice by Township to Grantee except in the case of an emergency, Grantee shall move at the expense of the person requesting the removal such of its facilities as may be required to facilitate such movements.
K. Grantee shall, without charge permanently or temporarily relocate its
facilities at the request of the Township in connection with public works and
improvements.
4.2 Service to Customers.
A. Within the Township, Grantee shall extend its trunk and distribution
system to serve Subscribers requesting service where the density of potential Subscribers to be passed by such extension is equal to or greater than twenty (20) households per lineal mile, provided that all such permission as may be required from the owner of the property is reasonably available. In new housing districts, areas with occupancy densities of more than twenty (20) households per lineal mile which are contiguous to the Cable System will be provided with access to service to the extent service is economically
feasible and technically possible. In areas with less than twenty (20) households per lineal mile, Cable Service shall be offered in conformance with Grantee's service extension policies.
6. Grantee's maximum standard length for a service drop is one hundred fifty
(150) aerial feet. For underground drops which require the cutting of pavement curbs, sidewalk, or similar surfaces, and for all drops greater than one hundred fifty (150) feet, Grantee may charge an installation fee equal to its cost of time and materials plus customary overhead.
C. Grantee shall maintain a local presence in the greater Genoa/Brighton area for service to customers.
D. Grantee shall have a publicly listed local or toll free telephone number for
customers to call 24 hours,'7 days per week.
E. The customer service standards adopted by the Federal Communications
commission, 47 C.F.R. 5 76.309, as amended, are incorporated by reference into this agreement. Grantee shall annually by February 1 of each year file with the Township Clerk a notarized statement certifying its compliance with the FCC standards. During any quarterly period in which it fails to meet the FCC standards, it shall file a statement specifying each area of non-compliance and remedial action it is taking.
4.3 Performance Bond. Prior to any Cable System construction, upgrade,
rebuild or other cable-related work in t h e Public Rights-of-way, the Township may require the Grantee to establish in the Township’s favor a performance bond, in an amount not to exceed 10 percent of the total cost of the work, to ensure the Grantee’s faithful performance of the construction, upgrade, rebuild, or other work, Upon completion of a Cable System’s construction, upgrade, rebuild or other work in the Public Rights-of-way
and payment of all construction obligations of the Grantee, to the satisfaction of the Township, the Township shall eliminate the bond.
4.4 Emergency Alert System. Grantee shall provide emergency alert system
(“EAS”) capability consistent with the EAS rules set forth the FCC’s rules governing cable television systems and provide a means for local emergency alert announcements initiated by the Township.
4.5 Interruptions of Service. Grantee may intentionally interrupt service on the cable system only for good cause and for the shortest time possible and, except in emergency situations, only after a minimum of 24 hours prior notice to Subscribers.  Planned maintenance that does not require more than two hours interruption of service and that occurs between the hours 12:OO a.m. and 6100 a.m. or facility’s maintenance, and testing that is not anticipated to require more than 15 minute interruptions shall not require any notice to Subscribers.
4.6 Deposits. Grantee may require a reasonable deposit on equipment that is
provided to Subscribers.
4.7 Rates. The Township reserves the right to regulate Grantee's Basic Service rates as permitted by federal law.
4.8 Conditions of Access. In case of new construction or property development where utilities are to be placed underground, the developer or: property owner shall give Grantee reasonable notice of not less than thirty (30) days prior to such construction or development, and of the particular date on which open trenching will be available for Grantee's installation of conduit, pedestals and/or vaults, and laterals to be provided at Grantee's expense, Grantee shall also provide specifications as needed for trenching.
Cost of trenching and easements required to bring service to the development shall be borne by the developer or properly owner.

SECTION 5. REPORTS
5.1 Annual Reports, Within one hundred twenty (720) days after the end of
each calendar year, Grantee shall file with Township an annual statement of revenue for the previous fiscal year, sufficient to verify any fees based on gross revenue. Such annual statement shall be prepared in accordance with generally-accepted accounting principles applied on a consistent basis and that get verified by an officer of Grantee.

SECTION 6. RIGHTS OF INDIVIDUALS
6.1 Subscriber Practices.
A. Grantee shall not deny service, deny access, or otherwise discriminate
against Subscribers, programmers, or residents of the Township on the basis of race, color, sex, religion, ancestry, national origin, marital status, familial status, age, sexual orientation or disability. Grantee may adopt reasonable classifications of Subscribers, including classifications designed to meet competition.
B. Grantee shall at all time protect the privacy of all Subscribers pursuant
to the provisions of the Cable Act, 47 U.S.C. 5551. A Grantee shall not condition Subscriber service on the Subscriber's grant of permission to disclose information which, under federal or state law, cannot be disclosed without the Subscriber's explicit consent.
6.2 Parental Control Option. Grantee shall provide control devices to any
Subscriber who wishes to be able to block the video or audio portion of any channels of Cable Service programming at the Subscriber's home.
6.3 Equal Employment Opportunity. Grantee shall not refuse to employ, and
shall not discharge from employment, or discriminate in compensation or in any other terms, conditions, or privileges of employment, against any person because of race, color, sex, religion, ancestry, national origin, marital status, familial status, age, sexual orientation, or disability. Compliance with the employment provisions of the Cable Act, 47 U.S.C. 5554, shall be deemed compliance with this section unless preempted or repealed.

SECTION 7. FRANCHISE FEE
7.1 Franchise Fee. During the term of this agreement, Grantee shall pay to the Township a quarterly franchise fee in the amount of five percent (5%) of its Gross Revenues. Franchise fees may be passed through to Subscribers as a line item on Subscriber invoices. The fee payable by the Grantee, as a percentage of any portion of its Gross Revenues, shall not exceed the percentage payable by any other provider within the Township on the same portion of its Gross Revenues.
7.2 Payment Period. The Grantee shall file a complete and accurate verified
statement of all Gross Revenues derived from the provision of Cable Service during the period for which such payment is made no later than forty-five (45) days following the end of each calendar quarter.
7.3 Audit. The Township shall have the right to audit Grantee's fiscal and
financial records, and to re-compute any amounts that are payable under this section by the Grantee for a period of one year after receipt thereof, after which payments shall be final. The expenses for such an audit shall be borne by the Township unless the audit discloses an underpayment to the Township of five percent (5%) or more, in which case the costs of the audit shall be borne by the Grantee as a cost incidental to the enforcement of its franchise. If an audit reveals an overpayment or an underpayment due to a mistake of fact, the difference in payment shall be applied to the franchise fee
payment immediately following resolution of the discrepancy so as to make the parties whole. .
7.4 PEG Grants. Grantee shall provide Township with $61,000-00 payable
immediately and an additional $50,000.00 by January 31,2001, Grantee shall provide the Township with a computer-based character generator, fiber optic wiring and equipment necessary to cablecast video programming from Township Hall.

SECTION 8. INSURANCE, INDEMNITY
8.1 Indemnity.
A. Scope of Indemnity. To the extent permitted by law, and except for
matters arising out of the Township's negligence (whether passive or active), Grantee shall, at its sole cost and expense, indemnify, hold harmless, and defend the Township, and its officers, boards, commissions, agents, and employees, against any and all claims, causes of action, proceedings, and judgments for damages arising out of the construction, repair, maintenance, or operation of the System. This indemnity does not apply to (1) the content of programming carried on any channel set aside for public, educational or
governmental use, or channels leased pursuant to 47 U.S.C. $532, unless the Grantee was engaged in determining the editorial content of the program; or (2) the Township's use of Grantee's EAS capability.  Duty to Give Notice and Tender Defense. The Township must give the Grantee timely written notice of the making of any claim or of the commencement of any action, suit, or other proceeding covered by the indemnity of this Section. In the event such claim arises, the Township or any other indemnified patty shall tender the defense thereof to the Grantee and the Grantee shall have the right to defend, settle, or compromise any claims arising and the Township shall cooperate fully. The Township must act reasonably under all circumstances so as to protect indemnitor against liability and refrain from compromising any of indemnitor's rights.
8.2 Insurance.
A. The Grantee shall maintain throughout the duration of the term of the
Franchise, liability insurance covering the Grantee, and naming the Township, its officers, agents and employees, whether elected or appointed as additional insured's, against any and all claims, injury, or damage to persons or property, both real and personal caused by the construction, erection, operation, or maintenance of any aspect of the Cable System, in amounts no less than the following, and with such deductibles as are ordinary and reasonable in keeping with industry standards:
Comprehensive General Liability: combined single limit of not less than two
million dollars ($2,000,000.00)..
Comprehensive Automobile Liability; combined single limit of not less than
one million dollars ($1,000,000.00). Grantee shall provide thirty (30) days advance notice to the Township in the event of material alteration or cancellation of any coverage.
C. Copies of all policies required hereunder shall be furnished upon
request to Township.

SECTION 9. REMEDIES
9.1 Notice of Violation. Township shall provide Grantee with a detailed written notice of any Franchise violation upon which it proposes to take action, and a ninety (90) day period within which Grantee may: (1) demonstrate that a violation does not exist or to cure an alleged violation, or, (2) if the nature of the violation prevents correction of the violation within 90 days, to initiate a reasonable plan of action to correct such violation
(including a projected date by which it will be completed) and notify the Township of such plan of action.
9.2 Default. If Grantee fails to disprove or correct the violation within ninety (90) days or, in the case of a violation which cannot be corrected in 90 days and Grantee has failed to initiate a reasonable plan of corrective action and to correct the violation within the specified time frame, then Township may declare the Grantee in default, which declaration must be in writing, In the event that the Township declares Grantee in default, the Township shall have the right to institute legal proceedings to collect damages from the date of declaration of default, or to exercise any other rights and remedies afforded to the Township in law or equity.
9.3 Revocation.
A. The Township may revoke the Franchise only after declaration of
default and only for defaults by Grantee arising from the following circumstances:
1. Material and intentional misrepresentation by Grantee to Township in information required to be provided under the Franchise.
2. Grantee willfully or repeatedly violates any material provision of this Franchise.
3. Grantee willfully fails to acquire the insurance required by the Franchise.
4. Grantee becomes insolvent, or is involuntarily bankrupt, or files a voluntary petition for relief under the Federal Bankruptcy Act or any similar Federal or state law for the relief of debtors.
B. For purposes of this Section, the violation of a "material" provision of
t h e Franchise shall mean defects in Grantee's performance of its obligations under the Franchise that have pervaded the whole of the understanding between the parties or that are so essential as to substantially defeat the object that the parties intended to accomplish.
C. For purposes of this Section, the term "willfully" in the context of
violations of the Franchise shall mean a violation committed by Grantee in an intentional manner with disregard for the Franchise and an indifference to its requirements. The term "willfully" excludes negligent violations of the Franchise committed by Grantee.
D. Far purposes of this Section, the term "repeatedly* in the context of
violations of the Franchise shall mean more than one uncured violation of the same provision of the Franchise occurring within the same three (3) month period, and for which Grantor has issued a notice of default under Section 9.02.
E. The Township's determination to revoke this Franchise shall not be
effective pending final resolution of any appeals.

SECTION IO. VARIANCE AND RENEWAL
Applications for a variance to this Franchise, to accommodate a significant change in circumstances, to prevent unreasonable hardship to Grantee, or to permit technical variations which will satisfy the purpose of this Franchise, may be made by the Grantee to Township. Township shall act on a request within, one hundred eighty (I 80) days.

SECTION 11. FRANCHISE RENEWAL
The franchise may be renewed as provided by applicable state and federal law.

SECTION 12. TRANSFERS.
Grantee may not transfer the Franchise, nor undertake a transfer of control from itself to another entity without consent of the Township except otherwise provided under federal law. Grantee agrees to pay the Township’s reasonable expenses including attorney fees associated with any transfer not exceeding $5,000.00.

SECTION 13. MISCELLANEOUS
13. I SEVERABILITY. If any law, ordinance, regulation or court decision shall render any provision of this Franchise invalid, the remaining provisions of the Franchise shall remain in full force and effect.
13.2 Force Majeure. In the event Grantee’s performance of any of the terms, conditions, or obligations required by this Franchise is prevented by a cause or event not within Grantee’s control, such inability to perform shall be deemed excused for such period as may be reasonably necessary to overcome the effects of such cause or event, and no defaults, penalties, or sanctions shall be imposed as a result thereof. For the purposes of this section, causes or events not within the control of Grantee shall include
without limitation acts of God, strikes, labor strife, sabotage, riots or civil disturbances, restraints imposed by order of a governmental agency or court, explosions, acts of public enemies, and natural disasters such as floods, earthquakes, landslides, and fires.
13.3 Nonexclusive.
A. This Franchise and the rights it grants to use and occupy the Public
Rights-of-way shall not be exclusive and do not, explicitly or implicitly, preclude the issuance of other franchises to operate Cable Systems within the Township.
B. If another person utilizes the Public Rights-of-way to deliver any
Cable Service to Subscribers, such person shall indemnify and hold harmless the Grantee from and against all costs and expenses incurred in strengthening poles, replacing poles, rearranging attachments, placing underground facilities, and all other costs including those of Grantee, Township, and utilities, incident to inspections, make-ready, and construction of an additional cable television system in the Township. Grantee shall be
designated a third party beneficiary of such conditions as are incorporated into any authorization (s) granted to such person.
C. Declining Obligations. If, during the term of this Franchise, Township
grants or gives a franchise or other operating authority to any entity to construct a Cable System or offer Cable Service or similar service, and such franchise or other operating authority contains terms which are less burdensome or more favorable than those contained in this Franchise with respect to any of the following terms, then Grantee may immediately enjoy the more favorable or less burdensome term provided in the other franchise or operating authority directly relating to the following:
...Definition of Gross Revenues
...Emergency Alert System
...Customer Service Standards
...Number of PEG Channels
...Percentage Amount of Franchise Fee
...Term
D. Reimbursement of Match of PEG Grant and institutional Network
Construction Costs. Township and Grantee acknowledge that this Franchise requires Grantee to pay amounts in support of PEG and for construction of an institutional network in the Township immediately, and further, that said capital requirements may be the same or different at such time as Township may consider granting or providing a franchise or other operating authority to another entity to construct a Cable System or offer Cable Service or similar service. In recognition of the need to have all entities fairly share the cost of meeting the cable-related needs of the Township, Township shall require any other entity receiving operating authority to pay the Township amounts, in addition to a 5 percent franchise fee, equivalent to Grantee’s obligation set forth in Section 7.4 of this Franchise. If a franchise or other operating authority is to be granted to another entity to offer multi-channel video services, and that franchise or other operating authority contemplates that the dollar value to be paid by the other entity in support of PEG channels is less than the dollar value of Section 7.4, $1 11,000.00, then the Grantee shall
be reimbursed (1) by a pro-rata reduction in Grantee’s franchise fee amortized over the remaining term of Grantee’s Franchise or (2) by a cash payment in the sole discretion of the Township as follows:
The amount to be reimbursed to Grantee equals the dollar value of Section
7.4 minus the amount to be paid by the other entity in support of PEG over
the term of its Franchise or other operating authority from the Township
divided by fifteen and multiplied by the number of full, twelve month periods
remaining on this Franchise.
13.4 Construction of Franchise Agreement. The provisions of this Franchise
Agreement constitute a valid and enforceable contract between the parties, and shall be once with generally accepted rules of contract construction. In the event of a conflict between this Franchise and any existing Township ordinance, the provisions of this Franchise shall control except where prohibited by applicable law.
13.5 No Waiver. The failure of either party to exercise a right or to require
compliance or performance under the Franchise Agreement, or any other applicable law, shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance by such party, unless such right or such compliance or performance has been specifically waived in writing.
13.6 Immunity. The Township and its officials, members, employees, and
agents shall enjoy the protections against damages. provided by 47 U.S.C. § 555A.
13.7 Entire Agreement. This Franchise and all attachments hereto represent the entire understanding and agreement between the parties with respect to the subject matter, supersede all prior oral negotiations between the parties, and can be amended, supplemented, modified, or changed only by an agreement in writing which makes specific reference to this Franchise or the appropriate attachment and which is signed by the party against whom enforcement of any such amendment, supplement, modification, or change is sought.
13.8 Laws Governing. This Franchise shall be governed by and construed in
accordance with the laws of Michigan and applicable federal law.
13.9 Notice. Any notice, approval, consent, waiver, or other communication
required or permitted to be given or to be sewed upon any person in connection with this Franchise shall be in writing. Such communication shall be personally served or sent by registered or certified mail (first-class postage prepaid, with return receipt requested from to be given as follows:
If to the Grantee, Governmental Affairs with a copy to Vice President law and Public Policy If to the Township, to the Township with a copy to the Clerk.  Either party may change the address to which such communications are to be given by providing written notice to the other party in the manner
provided in this Section.
13.10 Calculation of Time. Unless otherwise provided, when the performance or doing of any act, duty, matter, or payment is required under this Franchise Agreement, and a period of time or duration for the fulfillment of doing thereof is prescribed and is fixed herein, the time shall be computed so as to exclude the first and include the last day of the prescribed or fixed period or duration time. Payments shall be deemed paid upon dispatch by mail.
13.11 Effective- Date. This Franchise shall be effective when adopted for the term set forth in Section 2.2.