To: Honorable Mayor Lewis; City Council From: Mary LaRocque

Memo

To: Honorable Mayor Lewis; City Council

From: Mary LaRocque, City Clerk

Date: April 08, 2024

Re: Staff Report on Proposed Cable Franchise Agreement with DirectTV

Background

The City has received a request from DirectTV for approval of a uniform franchise agreement to extend

their services into Charlotte, as attached. These agreements must adhere to the requirements

established by PA 480 of 2006, which precludes the city from independently negotiating terms with the

cable system. Additionally, these agreements must align with the stipulations of the Federal Cable Act.

Both state and federal regulations delineate the obligations for the provider and the municipality, all of

which are satisfied by the proposed agreement. The submitted agreement aligns with the terms of the

current agreement with Comcast, including the fee structure for the city.

The inclusion of an additional cable provider will provide residents and business owners with more

options for selecting a service provider for television and internet services.

Recommendation

Upon review by the Administration and the City Attorney, the agreement has been found to be

consistent with both state and federal regulations. The proposed 4% franchise fee matches the fee

currently imposed on Comcast. State statute restricts the franchise fee to the amount specified in the

existing franchise.

Financial Impacts

The City will collect a 4% franchise fee from the cable provider.

Suggested Motion

It is recommended that the City Council approve the Cable Communications Franchise Agreement with

DIRECTV, LLC, a California corporation doing business as DIRECTV, LLC. authorizing the City Clerk to

execute the agreement on behalf of the City.

Page 1

Scott J. Alexander

Senior Director – External Affairs

2260 E. Imperial Highway

El Segundo, California 90245

(214) 202-3185

scott.alexander@directv.com

February 28, 2024

Via Electronic Delivery

Mary LaRocque, Clerk

City of Charlotte

111 E. Lawrence Avenue

Charlotte, Michigan 48813

Dear Ms. LaRocque:

Pursuant to Section 3 of 2006 Public Act 480, MCL 484.3303 ("Act 480") and the

January 30, 2007 Order ("Order") and the April 16, 2009 Order of the Michigan Public

Service Commission ("Commission"), in Case No. U-15169, DIRECTV, LLC (“DIRECTV”),

hereby files the enclosed Uniform Video Service Local Franchise Agreement ("Renewed

Agreement") by and between the City of Charlotte, a Michigan municipal corporation

(the "Franchising Entity") and DIRECTV (the “Provider”). The enclosed Renewed

Agreement will have the effect of continuing in place the current terms and conditions

in the Uniform Video Service Local Franchise Agreement between DIRECTV and the

City of Charlotte dated December 4, 2014 (“Initial Agreement”).

The enclosed filing includes the standard form agreement approved by and

required for use by the Commission. In the Initial Agreement the City specified a video

service provider fee of 4% and a PEG Fee of 0.5%. The same fees are included in the

Renewed Agreement.

Please let me know if you have any questions regarding the Renewed

Agreement.

Sincerely,

Scott J. Alexander

Senior Director – External Affairs

Page 2

This Page is Intentionally Blank

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

THIS UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT (“Agreement”) is made, pursuant to 2006

PA 480, MCL 484.3301 et seq, (the “Act”) by and between the City of Charlotte, a Michigan municipal

corporation (the “Franchising Entity”), and DIRECTV, LLC, a California corporation doing business as

DIRECTV, LLC.

I. Definitions

For purposes of this Agreement, the following terms shall have the following meanings as defined in the Act:

A. “Cable Operator” means that terms as defined in 47 USC 522(5).

B. “Cable Service” means that terms as defined in 47 USC 522(6).

C. “Cable System” means that term as defined in 47 USC 522(7).

D. “Commission” means the Michigan Public Service Commission.

E. “Franchising Entity” means the local unit of government in which a provider offers video services through a

franchise.

F. “FCC” means the Federal Communications Commission.

G. “Gross Revenue” means that term as described in Section 6(4) of the Act and in Section VI(D) of the

Agreement.

H. “Household” means a house, an apartment, a mobile home, or any other structure or part of a structure

intended for residential occupancy as separate living quarters.

I. “Incumbent video provider” means a cable operator serving cable subscribers or a telecommunication

provider providing video services through the provider’s existing telephone exchange boundaries in a

particular franchise area within a local unit of government on the effective date of this act.

J. “IPTV” means internet protocol television.

K. “Local unit of government” means a city, village, or township.

L. “Low-income household” means a household with an average annual household income of less than

$35,000.00 as determined by the most recent decennial census.

M. “METRO Act” means the Metropolitan Extension Telecommunications Rights-of-Way Oversight Act, 2002 PA

48, MCL 484.3101 et seq.

N. “Open video system” or “OVS” means that term as defined in 47 USC 573.

O. “Person” means an individual, corporation, association, partnership, governmental entity, or any other legal

entity.

P. “Public rights-of-way” means the area on, below, or above a public roadway, highway, street, public sidewalk,

alley, waterway, or utility easements dedicated for compatible uses.

Q. “Term” means the period of time provided for in Section V of this Agreement.

R. “Uniform video service local franchise agreement” or “franchise agreement” means the franchise agreement

required under the Act to be the operating agreement between each franchising entity and video provider in

this state.

S. “Video programming” means that term as defined in 47 USC 522(20).

T. “Video service” means video programming, cable services, IPTV, or OVS provided through facilities located at

least in part in the public rights-of-way without regard to delivery technology, including internet protocol

technology. This definition does not include any video programming provided by a commercial mobile service

provider defined in 47 USC 332(d) or provided solely as part of, and via, a service that enables users to

access content, information, electronic mail, or other services offered over the public internet.

U. “Video service provider” or “Provider” means a person authorized under the Act to provide video service.

V. “Video service provider fee” means the amount paid by a video service provider or incumbent video provider

under Section 6 of the Act and Section VI of this Agreement.

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

II. Requirements of the Provider

A. An unfranchised Provider will not provide video services in any local unit of government without first obtaining

a uniform video service local franchise agreement as provided under Section 3 of the Act (except as

otherwise provided by the Act).

B. The Provider shall file in a timely manner with the Federal Communications Commission all forms required by

that agency in advance of offering video service in Michigan.

C. The Provider agrees to comply with all valid and enforceable federal and state statutes and regulations.

D. The Provider agrees to comply with all valid and enforceable local regulations regarding the use and

occupation of public rights-of-way in the delivery of the video service, including the police powers of the

Franchising Entity.

E. The Provider shall comply with all Federal Communications Commission requirements involving the

distribution and notification of federal, state, and local emergency messages over the emergency alert system

applicable to cable operators.

F. The Provider shall comply with the public, education, and government programming requirements of Section

4 of the Act.

G. The Provider shall comply with all customer service rules of the Federal Communications Commission under

47 CFR 76.309 (c) applicable to cable operators and applicable provisions of the Michigan Consumer

Protection Act, 1976 PA 331, MCL 445.901 to 445.922.

i. Including but not limited to: MCL 445.902; MCL 445.903 (1)(a) through 445.903(1)(cc); MCL

445.903(1)(ff) through (jj); MCL 445.903(2); MCL 445.905; MCL 445.906; MCL 445.907; MCL

445.908; MCL 445.910; MCL 445.911; MCL 445.914; MCL 445.915; MCL 445.916; MCL

445.918.

H. The Provider agrees to comply with in-home wiring and consumer premises wiring rules of the Federal

Communications Commission applicable to cable operators.

I. The Provider shall comply with the Consumer Privacy Requirements of 47 USC 551 applicable to cable

operators.

J. If the Provider is an incumbent video provider, it shall comply with the terms which provide insurance for right-

of-way related activities that are contained in its last cable franchise or consent agreement from the

Franchising Entity entered before the effective date of the Act.

K. The Provider agrees that before offering video services within the boundaries of a local unit of government,

the video Provider shall enter into a Franchise Agreement with the local unit of government as required by the

Act.

L. The Provider understands that as the effective date of the Act, no existing Franchise Agreement with a

Franchising Entity shall be renewed or extended upon the expiration date of the Agreement.

M. The Provider provides an exact description of the video service area footprint to be served, pursuant to

Section 2(3)(e) of the Act. If the Provider is not an incumbent video Provider, the date on which the Provider

expects to provide video services in the area identified under Section 2(3)(e) of the Act must be noted. The

Provider will provide this information in Attachment 1 - Uniform Video Service Local Franchise Agreement.

N. The Provider is required to pay the Provider fees pursuant to Section 6 of the Act.

III. Provider Providing Access

A. The Provider shall not deny access to service to any group of potential residential subscribers because of the

race or income of the residents in the local area in which the group resides.

B. It is a defense to an alleged violation of Paragraph A if the Provider has met either of the following conditions:

i. Within 3 years of the date it began providing video service under the Act and the Agreement; at least

25% of households with access to the Provider’s video service are low-income households.

ii. Within 5 years of the date it began providing video service under the Act and Agreement and from

that point forward, at least 30% of the households with access to the Provider’s video service are low-

income households.

C. [If the Provider is using telecommunication facilities] to provide video services and has more than

1,000,000 telecommunication access lines in Michigan, the Provider shall provide access to its video service

to a number of households equal to at least 25% of the households in the provider’s telecommunication

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

service area in Michigan within 3 years of the date it began providing video service under the Act and

Agreement and to a number not less than 50% of these households within 6 years. The video service

Provider is not required to meet the 50% requirement in this paragraph until 2 years after at least

30% of the households with access to the Provider’s video service subscribe to the service for

6 consecutive months.

D. The Provider may apply to the Franchising Entity, and in the case of paragraph C, the Commission, for a

waiver of or for an extension of time to meet the requirements of this section if 1 or more of the following

apply:

i. The inability to obtain access to public and private rights-of-way under reasonable terms and

conditions.

ii. Developments or buildings not being subject to competition because of existing exclusive service

arrangements.

iii. Developments or buildings being inaccessible using reasonable technical solutions under commercial

reasonable terms and conditions.

iv. Natural disasters

v. Factors beyond the control of the Provider

E. The Franchising Entity or Commission may grant the waiver or extension only if the Provider has made

substantial and continuous effort to meet the requirements of this section. If an extension is granted, the

Franchising Entity or Commission shall establish a new compliance deadline. If a waiver is granted, the

Franchising Entity or Commission shall specify the requirement or requirements waived.

F. The Provider shall file an annual report with the Franchising Entity and the Commission regarding the

progress that has been made toward compliance with paragraphs B and C.

G. Except for satellite service, the provider may satisfy the requirements of this paragraph and Section 9 of the

Act through the use of alternative technology that offers service, functionality, and content, which is

demonstrably similar to that provided through the provider’s video service system and may include a

technology that does not require the use of any public right-of-way. The technology utilized to comply with the

requirements of this section shall include local public, education, and government channels and messages

over the emergency alert system as required under Paragraph II(E) of this Agreement.

IV. Responsibility of the Franchising Entity

A. The Franchising Entity hereby grants authority to the Provider to provide Video Service in the Video Service

area footprint, as described in this Agreement and Attachments, as well as the Act.

B. The Franchising Entity hereby grants authority to the Provider to use and occupy the Public Rights-of-way in

the delivery of Video Service, subject to the laws of the state of Michigan and the police powers of the

Franchising Entity.

C. The Franchising Entity shall notify the Provider as to whether the submitted Franchise Agreement is complete

as required by the Act within 15 business days after the date that the Franchise Agreement is filed. If the

Franchise Agreement is not complete, the Franchising Entity shall state in its notice the reasons the

Franchise Agreement is incomplete. The Franchising Entity cannot declare an application to be incomplete

because it may dispute whether or not the applicant has properly classified certain material as “confidential.”

D. The Franchising Entity shall have 30 days after the submission date of a complete Franchise Agreement to

approve the agreement. If the Franchising Entity does not notify the Provider regarding the completeness of

the Franchise Agreement or approve the Franchise Agreement within the time periods required under

Section 3(3) of the Act, the Franchise Agreement shall be considered complete and the Franchise

Agreement approved.

i. If time has expired for the Franchising Entity to notify the Provider, The Provider shall send (via mail:

certified or registered, or by fax) notice to the Franchising Entity and the Commission, using

Attachment 3 of this Agreement.

E. The Franchising Entity shall allow a Provider to install, construct, and maintain a video service or

communications network within a public right-of-way and shall provide the provider with open, comparable,

nondiscriminatory, and competitively neutral access to the public right-of-way.

F. The Franchising Entity may not discriminate against a video service provider to provide video service for any

of the following:

i. The authorization or placement of a video service or communications network in public right-of-way.

ii. Access to a building owned by a governmental entity.

iii. A municipal utility pole attachment.

G. The Franchising Entity may impose on a Provider a permit fee only to the extent it imposes such a fee on

incumbent video providers, and any fee shall not exceed the actual, direct costs incurred by the Franchising

Entity for issuing the relevant permit. A fee under this section shall not be levied if the Provider already has

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

paid a permit fee of any kind in connection with the same activity that would otherwise be covered by the

permit fee under this section or is otherwise authorized by law or contract to place the facilities used by the

Provider in the public right-of-way or for general revenue purposes.

H. The Franchising Entity shall not require the provider to obtain any other franchise, assess any other fee or

charge, or impose any other franchise requirement than is allowed under the Act and this Agreement. For

purposes of this Agreement, a franchise requirement includes but is not limited to, a provision regulating rates

charged by video service providers, requiring the video service providers to satisfy any build-out

requirements, or a requirement for the deployment of any facilities or equipment.

I. Notwithstanding any other provision of the Act, the Provider shall not be required to comply with, and the

Franchising Entity may not impose or enforce, any mandatory build-out or deployment provisions, schedules,

or requirements except as required by Section 9 of the Act.

J. The Franchising Entity is subject to the penalties provided for under Section 14 of the Act.

V. Term

A. This Franchise Agreement shall be for a period of 10 years from the date it is issued. The date it is issued

shall be calculated either by (a) the date the Franchising Entity approved the Agreement, provided it did so

within 30 days after the submission of a complete franchise agreement, or (b) the date the Agreement is

deemed approved pursuant to Section 3(3) of the Act, if the Franchising Entity either fails to notify the

Provider regarding the completeness of the Agreement or approve the Agreement within the time periods

required under that subsection.

B. Before the expiration of the initial Franchise Agreement or any subsequent renewals, the Provider may apply

for an additional 10-year renewal under Section 3(7) of the Act.

VI. Fees

A. A video service Provider shall calculate and pay an annual video service provider fee to the Franchising

Entity. The fee shall be 1 of the following:

i. If there is an existing Franchise Agreement, an amount equal to the percentage of gross revenue paid

to the Franchising Entity by the incumbent video Provider with the largest number of subscribers in

the Franchising Entity.

ii. At the expiration of an existing Franchise Agreement or if there is no existing Franchise Agreement,

an amount equal to the percentage of gross revenue as established by the Franchising Entity of

% (percentage amount to be inserted by Franchising Entity which shall not exceed 5%) and

shall be applicable to all providers

B. The fee shall be due on a quarterly basis and paid within 45 days after the close of

the quarter. Each payment shall include a statement explaining the basis for the calculation of the fee.

C. The Franchising Entity shall not demand any additional fees or charges from a

provider and shall not demand the use of any other calculation method other than allowed under the Act.

D. For purposes of this Section, “gross revenues” means all consideration of any kind or nature, including,

without limitation, cash, credits, property, and in-kind contributions received by the provider from subscribers

for the provision of video service by the video service provider within the jurisdiction of the franchising entity.

1. Gross revenues shall include all of the following:

i. All charges and fees paid by subscribers for the provision of video service, including equipment

rental, late fees, insufficient funds fees, fees attributable to video service when sold individually or as

part of a package or bundle, or functionally integrated, with services other than video service.

ii. Any franchise fee imposed on the Provider that is passed on to subscribers.

iii. Compensation received by the Provider for promotion or exhibition of any products or services over

the video service.

iv. Revenue received by the Provider as compensation for carriage of video programming on that

Provider’s video service.

v. All revenue derived from compensation arrangements for advertising to the local franchise area.

vi. Any advertising commissions paid to an affiliated third party for video service advertising.

2. Gross revenues do not include any of the following:

i. Any revenue not actually received, even if billed, such as bad debt net of any recoveries of bad debt.

ii. Refunds, rebates, credits, or discounts to subscribers or a municipality to the extent not already offset

by subdivision (D)(i) and to the extent the refund, rebate, credit, or discount is attributable to the video

service.

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

iii. Any revenues received by the Provider or its affiliates from the provision of services or capabilities

other than video service, including telecommunications services, information services, and services,

capabilities, and applications that may be sold as part of a package or bundle, or functionality

integrated, with video service.

iv. Any revenues received by the Provider or its affiliates for the provision of directory or internet

advertising, including yellow pages, white pages, banner advertisement, and electronic publishing.

v. Any amounts attributable to the provision of video service to customers at no charge, including the

provision of such service to public institutions without charge.

vi. Any tax, fee, or assessment of general applicability imposed on the customer or the transaction by a

federal, state, or local government or any other governmental entity, collected by the Provider, and

required to be remitted to the taxing entity, including sales and use taxes.

vii. Any forgone revenue from the provision of video service at no charge to any person, except that any

forgone revenue exchanged for trades, barters, services, or other items of value shall be included in

gross revenue.

viii. Sales of capital assets or surplus equipment.

ix. Reimbursement by programmers of marketing costs actually incurred by the Provider for the

introduction of new programming.

x. The sale of video service for resale to the extent the purchaser certifies in writing that it will resell the

service and pay a franchise fee with respect to the service.

E. In the case of a video service that is bundled or integrated functionally with other services, capabilities, or

applications, the portion of the video Provider’s revenue attributable to the other services, capabilities, or

applications shall be included in gross revenue unless the Provider can reasonably identify the division or

exclusion of the revenue from its books and records that are kept in the regular course of business.

F. Revenue of an affiliate shall be included in the calculation of gross revenues to the extent the treatment of the

revenue as revenue of the affiliate has the effect of evading the payment of franchise fees which would

otherwise be paid for video service.

G. The Provider is entitled to a credit applied toward the fees due under Section 6(1) of the Act for all funds

allocated to the Franchising Entity from annual maintenance fees paid by the provider for use of public rights-

of-way, minus any property tax credit allowed under Section 8 of the Metropolitan Extension

Telecommunications Rights-of-Way Oversight Act (METRO Act), 2002 PA 48, MCL 484.3108. The

credits shall be applied on a monthly pro rata basis beginning in the first month of each calendar year in which

the Franchising Entity receives its allocation of funds. The credit allowed under this subsection shall be

calculated by multiplying the number of linear feet occupied by the Provider in the public rights-of-way of the

Franchising Entity by the lesser of 5 cents or the amount assessed under the METRO Act. The Provider is

not eligible for a credit under this section unless the provider has taken all property tax credits allowed under

the METRO Act.

H. All determinations and computations made under this section shall be pursuant to generally accepted

accounting principles.

I. Any claims by a Franchising Entity that fees have not been paid as required under Section 6 of the Act, and

any claims for refunds or other corrections to the remittance of the Provider shall be made within 3 years from

the date the compensation is remitted.

J. The Provider may identify and collect as a separate line item on the regular monthly bill of each subscriber an

amount equal to the percentage established under Section 6(1) of the Act, applied against the amount of the

subscriber’s monthly bill.

K. The Franchising Entity shall not demand any additional fees or charges from a Provider and shall not demand

the use of any other calculation method other than allowed under the Act.

VII. Public, Education, and Government (PEG) Channels

A. The video service Provider shall designate a sufficient amount of capacity on its network to provide for the

same number of public, education, and government access channels that are in actual use on the incumbent

video provider system on the effective date of the Act or as provided under Section 4(14) of the Act.

B. Any public, education, or government channel provided under this section that is not utilized by the

Franchising Entity for at least 8 hours per day for 3 consecutive months may no longer be made available to

the Franchising Entity and may be programmed at the Provider’s discretion. At such a time as the

Franchising Entity can certify a schedule for at least 8 hours of daily programming for a period of 3

consecutive months, the Provider shall restore the previously reallocated channel.

C. The Franchising Entity shall ensure that all transmissions, content, or programming to be retransmitted by a

video service Provider is provided in a manner or form that is capable of being accepted and retransmitted by

a Provider, without requirement for additional alteration or change in the content by the Provider, over the

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

particular network of the Provider, which is compatible with the technology or protocol utilized by the Provider

to deliver services.

D. The person producing the broadcast is solely responsible for all content provided over designated public,

education, or government channels. The video service Provider shall not exercise any editorial control over

any programming on any channel designed for public, education, or government use.

E. The video service Provider is not subject to any civil or criminal liability for any program carried on any

channel designated for public, education, or government use.

F. If a Franchising Entity seeks to utilize capacity pursuant to Section 4(1) of the Act or an agreement under

Section 13 of the Act to provide access to video programming over one or more PEG channels, the

Franchising Entity shall give the Provider a written request specifying the number of channels in actual use on

the incumbent video provider’s system or specified in the agreement entered into under Section 13 of the

Act. The video service Provider shall have 90 days to begin providing access as requested by the

Franchising Entity. The number and designation of PEG access channels shall be set forth in an addendum

to this agreement effective 90 days after the request is submitted by the Franchising Entity.

G. A PEG channel shall only be used for noncommercial purposes.

VIII. PEG Fees

A. The video service Provider shall also pay to the Franchising Entity as support for the cost of PEG access

facilities and services an annual fee equal to one of the following options:

1. If there is an existing Franchise on the effective date of the Act, the fee (enter the fee amount

) paid to the Franchising Entity by the incumbent video Provider with the largest

number of cable service subscribers in the Franchising Entity as determined by the existing Franchise

Agreement;

2. At the expiration of the existing Franchise Agreement, the amount required under (1) above, which is

0.5

% of gross revenues. (The amount under (1) above is not to exceed 2% of gross revenues);

3. If there is no existing Franchise Agreement, a percentage of gross revenues as established by the

Franchising Entity and to be determined by a community need assessment, is % of gross

revenues. (The percentage that is established by the Franchising Entity is not to exceed 2% of gross

revenues.); and

4. An amount agreed to by the Franchising Entity and the video service Provider.

B. The fee required by this section shall be applicable to all providers, pursuant to Section 6(9) of the Act.

C. The fee shall be due on a quarterly basis and paid within 45 days after the close of the quarter. Each

payment shall include a statement explaining the basis for the calculation of the fee.

D. All determinations and computations made under this section shall be pursuant to generally accepted

accounting principles.

E. Any claims by a Franchising Entity that fees have not been paid as required under Section 6 of the Act, and

any claims for refunds or other corrections to the remittance of the Provider shall be made within 3 years from

the date the compensation is remitted.

F. The Provider may identify and collect as a separate line item on the regular monthly bill of each subscriber an

amount equal to the percentage established under Section 6(8) of the Act, applied against the amount of the

subscriber’s monthly bill.

G. The Franchising Entity shall not demand any additional fees or charges from a Provider and shall not demand

the use of any other calculation method other than allowed under the Act.

IX. Audits

A. No more than every 24 months, a Franchising Entity may perform reasonable audits of the video service

Provider’s calculation of the fees paid under Section 6 of the Act to the Franchising Entity during the

preceding 24-month period only. All records reasonably necessary for the audits shall be made available by

the Provider at the location where the records are kept in the ordinary course of business. The Franchising

Entity and the video service Provider shall each be responsible for their respective costs of the audit. Any

additional amount due verified by the Franchising Entity shall be paid by the Provider within 30 days of the

Franchising Entity’s submission of invoice for the sum. If the sum exceeds 5% of the total fees which the

audit determines should have been paid for the 24-month period, the Provider shall pay the Franchising

Entity’s reasonable costs of the audit.

B. Any claims by a Franchising Entity that fees have not been paid as required under Section 6 of the Act, and

any claims for refunds or other corrections to the remittance of the provider shall be made within 3 years from

the date the compensation is remitted.

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

X. Termination and Modification

This Franchise Agreement issued by a Franchising Entity may be terminated or the video service area footprint may be

modified, except as provided under Section 9 of the Act, by the Provider by submitting notice to the Franchising Entity.

The Provider will use Attachment 2, when notifying the Franchising Entity.

XI. Transferability

This Franchise Agreement issued by a Franchising Entity or an existing franchise of an incumbent video service Provider

is fully transferable to any successor in interest to the Provider to which it is initially granted. A notice of transfer shall be

filed with the Franchising Entity within 15 days of the completion of the transfer. The Provider will use Attachment 2, when

notifying the Franchising Entity. The successor in interest will assume the rights and responsibilities of the original

provider and will also be required to complete their portion of the Transfer Agreement located within Attachment 2.

XII. Change of Information

If any of the information contained in the Franchise Agreement changes, the Provider shall timely notify the Franchising

Entity. The Provider will use Attachment 2, when notifying the Franchising Entity.

XIII. Confidentiality

Pursuant to Section 11 of the Act: Except under the terms of a mandatory protective order, trade secrets and commercial

or financial information designated as such and submitted under the Act to the Franchising Entity or Commission are

exempt from the Freedom of Information Act, 1976 PA 442, MCL 15.231 to 15.246 and MUST BE KEPT CONFIDENTIAL.

A. The Provider may specify which items of information should be deemed “confidential.” It is the

responsibility of the provider to clearly identify and segregate any confidential information submitted to the

franchising entity with the following information:

“[insert PROVIDER’S NAME]

[CONFIDENTIAL INFORMATION]”

B. The Franchising Entity receiving the information so designated as confidential is required (a) to protect

such information from public disclosure, (b) exempt such information from any response to a FOIA

request, and (c) make the information available only to and for use only by such local officials as are

necessary to approve the franchise agreement or perform any other task for which the information is

submitted.

C. Any Franchising Entity which disputes whether certain information submitted to it by a provider is entitled

to confidential treatment under the Act may apply to the Commission for resolution of such a dispute.

Unless and until the Commission determines that part or all of the information is not entitled to

confidential treatment under the Act, the Franchising Entity shall keep the information confidential.

XIV. Complaints/Customer Service

A. The Provider shall establish a dispute resolution process for its customers. Provider shall maintain a local or

toll-free telephone number for customer service contact.

B. The Provider shall be subjected to the penalties, as described under Section 14 of the Act, and the

Franchising Entity and Provider may be subjected to the dispute process as described in Section 10 of the

Act.

C. Each Provider shall annually notify its customers of the dispute resolution process required under Section 10

of the Act. Each Provider shall include the dispute resolution process on its website.

D. Before a customer may file a complaint with the Commission under Section 10(5) of the Act, the customer

shall first attempt to resolve the dispute through the dispute resolution process established by the Provider in

Section 10(2) of the Act.

E. A complaint between a customer and a Provider shall be handled by the Commission pursuant to the process

as described in Section 10(5) of the Act.

F. A complaint between a Provider and a franchising entity or between two or more Providers shall be handled

by the Commission pursuant to the process described in Section 10(6) of the Act.

G. In connection with providing video services to the subscribers, a provider shall not do any act prohibited by

Section 10(1)(a-f) of the Act. The Commission may enforce compliance to the extent that the activities are

not covered by Section 2(3)(l) in the Act.

XV. Notices

Any notices to be given under this Franchise Agreement shall be in writing and delivered to a Party personally, by

facsimile or by certified, registered, or first-class mail, with postage prepaid and return receipt requested, or by a nationally

recognized overnight delivery service, addressed as follows:

If to the Franchising Entity: If to the Provider:

(must provide street address) (must provide street address)

City of Charlotte: DIRECTV, LLC

111 E. Lawrence Avenue

2260 E. Imperial Highway

Charlotte, Michigan 48813

El Segundo, California 90245

Attn: City Clerk

(cc: City Manager)

Attn: LEGAL / EXTERNAL AFFAIRS

Scott J. Alexander, Senior Director – External

Affairs

E-Mail Address: mlarocque@charlottemi.org

(cc: manager@charlottemi.org)

E-Mail Address: scott.alexander@directv.com

Or such other addresses or facsimile numbers as the Parties may designate by written notice from time to time.

XVI. Miscellaneous

A. Governing Law. This Franchise Agreement shall be governed by, and construed in accordance with,

applicable Federal laws and laws of the State of Michigan.

B. The parties to this Franchise Agreement are subject to all valid and enforceable provisions of the Act.

C. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed

an original and all of which together shall constitute on and the same agreement.

D. Power to Enter. Each Party hereby warrants to the other Party that it has the requisite power and authority to

enter into this Franchise Agreement and to perform according to the terms hereof.

E. The Provider and Franchising Entity are subject to the provisions of 2006 Public Act 480.

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

Print Name

Title

Address

City, State, Zip

Phone

Fax

Print Name

Scott J. Alexander

Title

Senior Director – External Affairs

Address

2260 E. Imperial Highway

City, State, Zip

El Segundo, California 90245

Phone

(214) 202-3185

Fax

None

scott.alexander@directv.com

IN WITNESS WHEREOF, the Parties, by their duly

authorized representatives, have executed this

Franchise Agreement.

City of Charlotte, a Michigan municipal corporation DIRECTV, LLC, a California limited liability company

FRANCHISE AGREEMENT

(Franchising Entity to Complete)

Date submitted:

Date completed and approved:

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

Mary LaRocque

City Clerk

111 E. Lawrence Ave.

Charlotte, MI 48813

517-543-8843

517-543-8845

[email protected]

___________________________

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

DIRECTV, LLC

SEE ATTACHED MAP LABELED AS ATTACHMENT A

The Video Service Area Footprint is set forth in a map, attached as Attachment A, which is created using

Expanded Geographic Information System (EGIS) software and thus, meets the requirements of Section

2(3)(e) of Act 480. The map identifies the Video Service Area Footprint in terms of AT&T wire centers or

exchanges serving the City of Charlotte, and such boundaries are overlaid onto a map with the municipal

boundaries of the City of Charlotte.

ATTACHMENT 1

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

(Pursuant To 2006 Public Act 480)

(Form must be typed)

Date: February 28, 2024

Applicant’s Name: DIRECTV, LLC

Address 1: 2260 E. Imperial Highway

Address 2:

Phone: (310) 612-6886

City: El Segundo

State: California

Zip: 90245

Federal I.D. No. (FEIN): 95-4511940

Company executive officers:

Name(s): Brian M. Regan

Title(s): Senior Vice President and Assistant Secretary

Person(s) authorized to represent the company before the Franchising Entity and the Commission:

Name: Scott J. Alexander or his designee(s)

Title: Senior Director - External Affairs

Address: 2260 E. Imperial Highway, El Segundo, California 90245

Phone: (214) 202-3185

Fax: None

Email: scott.alexander@directv.com

Describe the video service area footprint as set forth in Section 2(3e) of the Act. (An exact description

of the video service area footprint to be served, as identified by a geographic information system

digital boundary meeting or exceeding national map accuracy standards.)

UNIFORM VIDEO SERVICE LOCAL FRANCHISE AGREEMENT

[Option A: for Providers that Options B and C are not applicable, a description based on a geographic

information system digital boundary meeting or exceeding national map accuracy standards]

[Option B: for Providers with 1,000,000 or more access lines in Michigan using telecommunication facilities to

provide Video Service, a description based on entire wire centers or exchanges located in the Franchising

Entity]

[Option C: for an Incumbent Video Service Provider, it satisfies this requirement by allowing the Franchising

Entity to seek right-of-way information comparable to that required by a permit under the METRO Act as set

forth in its last cable franchise or consent agreement from the Franchising Entity entered into before the

effective date of the Act]

Pursuant to Section 2(3)(d) of the Act, if the Provider is not an incumbent video Provider, provide the

date on which the Provider expects to provide video services in the area identified under Section

2(3)(e) (the Video Service Area Footprint).

For All Applications:

Verification

(Provider)

I, Brian M. Regan, of lawful age, and being first duly sworn, now states: As an officer of the Provider, I am

authorized to do and hereby make the above commitments. I further affirm that all statements made above are

true and correct to the best of my knowledge and belief.

Name and Title (printed): Brian M. Regan, Senior Vice President and Assistant Secretary

Signature:

Date: February 28, 2024

(Franchising Entity)

City of Charlotte, a Michigan municipal corporation

Print Name

Title

Address

City, State, Zip

Phone

Fax

Date

ATTACHMENT 1

___________________________

Mary LaRocque

City Clerk

111 E. Lawrence Ave.

Charlotte, MI 48813

517-543-8843

517-543-8845

[email protected]

April 08, 2024

DIRECTV, LLC

Uniform Video Service Local Franchise Agreement

City of Charlotte

___________, 2024

ATTACHMENT A

Cover + 1 Page

February 28

Note: The street

names of certain

municipal boundary

lines may not appear.

Description of DIRECTV, LLC Video Service Area Footprint:

Charlotte, Michigan

ATTACHMENT A TO ATTACHMENT 1 OF THE

VIDEO SERVICES FRANCHISE AGREEMENT

BETWEEN THE CITY OF CHARLOTTE

AND DIRECTV, LLC

Legend

AT&T Michigan Wire

Center Bounds

Municipal Boundary

Lines

Roads

Railroads

The Entire City of Charlotte