Wyandotte Municipal Service Commission Regular Meeting Agenda

Monday, July 14, 2014 - 5:00 p.m.

Roll Call - Commissioners: Michael Sadowski - President Leslie G. Lupo - Vice President Gerald P. Cole Robert K. Alderman Bryan Hughes

General Manager: Rod Lesko

Persons in the audience who have questions or comments regarding an Agenda item under consideration by the Commission may request recognition by the Commission chair prior to the vote on the Agenda item. Persons who wish to address the Commission regarding an item not included on the Agenda are invited to do so under "A Hearing of Public Concerns. "

1. Approval of the minutes from the June 25, 2014 regular session Municipal Service Commission meeting.

2. Hearing of public concerns.

3. Authorization for the General Manager to execute the BBC Worldwide America Affiliation Agreement as recommended by WMS Management. (Resolution 07-2014-01)

4. Authorization for the General Manager to execute the distribution Agreement - Retail Service by and between Affiliate Distribution & Mktg., Inc. ("ADM" - QVC Network) and WMS significant to form as recommended by WMS Management. (Resolution 07-2014- 02)

5. Authorization for the General Manager to execute the Affiliation Agreement for Starz Entertainment Services as recommended By WMS Management. (Resolution 07-2014-03)

6. Authorization for the General Manager to execute an extension to the Energy Efficiency and Renewable Energy Project Loan Agreement with MB&T (Monroe Bank & Trust) through December 31, 2014 as recommended by WMS Management. (Resolution 07-2014-04) 7. Reports/Communications: None

8. Approval of Vouchers as submitted.

9. Late Items.

10. Closed Session to discuss pending litigation.

11.The next regular Municipal Service Commission meeting is Scheduled for Wednesday, July 23, 2014 at 5 PM. 01- 38 June 25, 2014

A regular session of the Municipal Service Commission of the City of Wyandotte, Michigan, was held at the office of the Commission on Wednesday, June 25, 2014 at 5:00 P.M.

ROLL CALL: Present: Commissioner -Michael Sadowski Leslie G. Lupo Gerald P. Cole Robert K. Alderman-excused Bryan Hughes

Assistant General Manager & Secretary -Paul LaManes

Also Present -Charlene Hudson Steve Timcoe CATV Volunteer

APPROVAL OF MINUTES

MOTION by commissioner Cole and seconded by Commissioner Lupo to approve the May 28, 2014 regular session of Municipal Service Commission meeting minutes.

Commissioner Sadowski asked that the roll be called.

YEAS: Commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None HEARING OF PUBLIC CONCERNS

None 01-39 June 25, 2014

RESOLUTION 06-2014-02

Charlene Hudson, Power Systems Supervising Engineer, giving overview on the use of City owned Vacant Land and Alley Ways during construction adj acent to 11th Street Electric Department Yard for additional material and equipment storage.

MOTION by Commissioner Lupo and seconded by Commissioner Cole to concur with the request of WMS Management for use of City owned Vacant Land and Alley Ways during construction adjacent to the 11th Street Electric Department Yard for additional material and equipment storage.

Commissioner Sadowski asked that the roll be called.

YEAS: Commissioner Cole, Hughes, Lupo, Sadowski

NAYS : None

RESOLUTION 06-2014-03

Steve Timcoe, Superintendent of CATV , giving overview on the proposed NFL Network Affiliation Agreement.

MOTION by Commissioner Cole and seconded by Commissioner Hughes to authorize the General Manager to execute the NFL Network Affiliation Agreement, effective for the period of 08/01/2014 through 07/31/2020, as recommended by WMS Management per the following rate schedule and terms, per subscriber/NFL season, for carriage on the Digital Expanded cable lineup as follows:

• 2014 - $0.81 • 2015 - $0.83 • 2016 - $0.85 • 2017 - $0.87 • 2018 - $0 . 89 • 2019 - $0 . 91 (Through 7/31/2020) 01 - 40 June 25, 2014

Commissioner Sadowski asked that the roll be called.

YEAS : Commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None

REPORTS / COMMUNICATIONS: None

APPROVAL OF VOUCHERS

MOTION by Commissioner LUpo and seconded by Commissioner Sadowski that the v ouchers be paid as presented.

#5240 $ 827,624.37 #5241 $ 73 4,670.21

Commissioner Sadowski asked that the roll be called.

YEAS : Commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None

COUNCIL RES OLUTIONS

MOTION by c ommissioner Lupo and seconded by Commissioner Cole t o receiv e and place on file the Council Resolution concurring with Commission approval of the purchase of a Ford Escape vehicle by the Water Department.

Commissioner Sadowski asked that the roll be called .

YEAS: Commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None

LATE ITEMS

None

CLOSED SESSION

MOTION by Commissioner Lupo a nd s e conde d by Commissioner Cole to recess into Closed Session for the purpose of discussing pending litigation. 5 : 12 p.m. 01 - 41 June 25, 2014

Commissioner Sadowski asked that the roll be called.

YEAS: Commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None

WMS Commission Meeting Resumed 5:57 p.m.

MOTION by Commissioner Sadowski that the Wyandotte Municipal Service Commission Meeting Resumed.

Commissioner Sadowski asked that the roll be called.

YEAS : commissioner Cole, Hughes, Lupo, Sadowski

NAYS: None

MOTION by Commissioner Lupo and seconded b Commissioner Sadowski to adjourn. 5:58 p.m.

Paul CITY OF WYANDOTTE -Department of Municipal Services REOUESTFOR COMMISSION ACTION

MEETING DATE: 7-14-2014 RESOLUTION # 07-2014-01

ITEM: BBC WORLDWIDE AMERICA AFFILIATION AGREEMENT

PRESENTER: Steve Timcoe INDIVIDUALS CONSULTED: Rod Lesko, Paul LaManes r~ BACKGROUND: Wyandotte Municipal Services is in an agreement with BBC Worldwide America, for carriage of BBC America programming which expires on December 31, 2014. A renewal Affiliation Agreement currently available with BBC Worldwide America would allow WMS continued carriage of BBC America programming, will allow for an extension 01"2013 rates through calendar 20 14 and is available with reasonable terms and conditions extending the agreement to December 31,2018. The current agreement as well as this proposed agreement is executed directly with BBC Worldwide America. BBC Worldwide America is in negotiations with NCTC (National Cable Television Cooperative) and if agreement is reached between NCTC and BBC Worldwide America the option to opt-in to the NCTC agreement is available via this agreement.

STRATEGIC PLAN/GOALS: Providing the public with friendly, responsive, reliable and customer focused services that are fiscally responsible.

ACTION REOUESTED: Authorize the General Manager to execute the BBC Worldwide America Affiliation Agreement as recommended by WMS Management.

BUDGET IMPLICATIONS: Projected Increase/(Decrease) in net income = $(421.48). The projected annual FY2014 programming royalty expense is $1 1,983.68.

IMPLEME.NTATION PLAN: Execnte 'Affiliation Agreement' with BBC Worldwide America. Obtain confirmation of execution from BBC Worldwide America, print and place on file as record of officially executed document.

MAYOR'S RECOMMENDATION, ,

CITY ADMINISTRATOR REVIEW: ~

LEGAL COUNSEL REVIEW: Approved to Form - William R. Look, Attorney. (Added 'as required by law' to paragraph 15 per recommendation)

LIST OF ATTACHMENTS • BBC Worldwide America Affiliation Agreement • Projected Expense/Revenue +/- • Rate Comparison RESOLUTION #07-2014-01

RESOLUTION AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE BBC WORLDWIDE AMERICA AFFILIATION AGREEMENT WITH BBC WORLDWIDE MIERICA FOR ACCESS TO BBC AMERICA PROGRAMMING AS RECOMMENDED BY WMS MANAGEMENT;

BE rr ORDAINED BY THE MUNICIPAL SERVICES COMMISSION OF THE CITY OF WYANDOTTE, STATE OF MICHIGAN:

WHEREAS, the City of Wyandotte, ("MUNICIPALITY") owns and operates a cable telecommunications system for the sale of cable telecommunications (cable TV, internet & phone services) for the benefit of its citizens and taxpayers; and

WHEREAS, Wyandotte Municipal Services desires continued carriage ofBBC America programming as part of the Digital Expanded cable service lineup on channel 106,

WHEREAS, Wyandotte Municipal Services is .interested in entering into the BBC Worldwide America Affiliation Agreement for carriage of BBC America programming as part of the Digital Expanded cable lineup and is agreeable to the terms and conditions offered by BBC Worldwide America, per the foUowing rate schedule and terms,

BBe America I $0.304 I $0.316 I $0.329 I $0.342 I $0.356

Forecasted programming royalty for FY20 14 is $ 11,984.

NOW, THEREFORE, BE IT RESOLVED by the Municipal Services Commission of the Municipality of Wyandotte, Michigan, that:

SECTION J: The General Manager is hereby authorized to enter into the BBC Worldwide America Affiliation Agreement executed between BBC Worldwide America and Municipality to enable Municipality to continue carriage of BBC America programming via this agreement.

SECTION 2: That it is found and determined that all formal actions of this Commission concerning and relating to the passage of this Resolution were taken in an open meeting of this Commission and that all deliberations of this Commission and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements.

SECTION 3: If any section, subsection, paragraph, clause or provision or any part thereof of this Resolution shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Resolution shall be unaffected by such adjudication and aU the remaining provisions of this Resolution shall remain in full force and effect as though such section, subsection, paragraph, clause or provision or any part thereof so adjudicated to be invalid had not, to the extent of such invalidity, been included herein.

SECTION 4: This measure shall take effect and be in force from and continuing thereafter upon the earliest time allowed by law. I move the adoption of the foregoing resolution.

MOTION by Commissioner______

Supported by Commissioncr-=-::-::-:-:::-:c::-::-:-:-==--__--::-::-:-: :-=______YEAS COMMISSIONER NAYS

Sadowski Lupo Cole Alderman Hughes

ADOPTED this 14th Day of July 2014

ATTEST:

WYANDOTTE MUNICIPAL SERVICE COMMISSION

By: ______By: ______President Secretary 8BC WORLDWIDE AMERICA 1120 Avenue of the Americas, 5th Floor New York, NY 10036

8BC WORLDWIDE AMERICA AFFIUATION AGREEMENT

Name of Affiliate: Wyandotte Municipal Services d/b/a Wyandotte Affiliate Address: 3005 Biddle Avenue, Suite 200, Wyandotte, MI 48192 Municipal Coble Date of ~reement: March 27,2014 Term Commencement Date: February 1, 2014 Term Ex~ir.tion Date: December 31, 2018

Affiliale Contact: Steve TImcoe Affili.le Contact Phon~: (7341324-7130 Affiliate Contact Email: [email protected]

Affiliate State of Incorl!grationlBusiness T~J;!e: a Michipn municipality Network Contact: Mal( Johnson

BBC Products (CHECK AU THAT APPLy):

BBC America Products: G]8BCASD DBBCAHD o VOD Package o BBCA In-Home AUlhenticated Content

BBC World News Products: 0 BBCWN SO DBBCWNHD o BBCWN In~Home Authenticated Content

Please indicate your acceptance of this SBC Worldwide America Affiliation Agreement, which indudes the attached Terms and Conditions and Schedules (collectively, this 'Agreement"), by signing below. Once fully executed, this Agreement shall be deemed a binding agreement between, on the one hand, NVCA and (solely if any SBC World News Product(s) are checked above) BBCWDl (each of NVCA and SBCWDl referred to hereunder as 'Network"), and, on the ocher hand, Affiliate, and shall supersede.II other written or oral agreements and representations between the parties with respect to the subject matter hereto. Notices required hereunder shall be sent to the applicable party's representative identified above at the applicable address set forth above. As used herein, HSBCA" means the SBC America linear programming service, "BBCWN'" means the BBC World News linear programming service, and "Service" means each linear programming service that is checked above (i .e., SBCA and/or BBCWN, as applicable).

NEW VIDEO CHANNEL AMERICA, L.L.C. ('NVCA") BBC WORLD DISTRIBUTION UMITED ("BBCWDl') Solely with respect to the SSC America Products Solely with respect to the BBC World News Products Sy: ______By: ______Name: ______Name: ______l1tl": ______l1tie: ______

WYANDOTTE MUNICIPAl SERVICES d/b/a WYANDOTTE MUNIOPAlCABl£ ("Affiliate") By: ______Name: ______11tle: ______

1 TERMS AND CONDITIONS

1. Grant of Rights. Network hereby grants Affiliate and Affiliate hereby accepts, Systems located in the Eastern and Central time lones and the B8CA west coast subject to the terms and conditions set forth in this Agreement, the no n ~ exclusi\le feed(s) on Systems located in the Pacific and Mountain time zones. Affiliate shall not license, right and obligation to distribute and exhibit all BBC Products checked on the carry a Service on a stand-alone or "a la carte" basis. as a "premium" or "pay" first page of this Agreement via the Systems, in each case to Subscribers within their service, or with any such service for a single or combined charge. Throughout the respective subscription premises within the United States and its territories and Term. each System will offer each Service as part of a package of services containing possessions (the "Territory" " from the Term Commencement Date through the Term at least lilteen (15) advertiser-supported, 24-hour per day, 7-day per week linear Expiration Date (the *Term"). All references in this Agreement to, and obligations programming services. under this Agreement with respect to, each Service shall indude the standard definition ("SO") feed and the high-definition ("HO") feed of such Service. Ie) Affiliate shall not be permitted to edit, insert, compress, cherrypick, delay, alter, add to (including. but not limited to, the display of any content in conjunction with, 2. Carriage. (a) Each System (including, without limitation, each Acquired System) on top of or over the audio or video presentation of any BBC Products) or delete any shall e)(hibit and distribute each Service as follows: (il each System that carries such material, including MPEG data or any other data, from any portion of the BBC Service immediately prior to the Term Commencement Date shall continue to carry Products. Affiliate shall distribute the BBC Products in a manner which will permit such Service throughout the Term in accordance with this Agreement; (ii) each reception by the Service Subscribers of a quality at least as good as Affiliate provides System (other than an Acquired System) that does not carry such Service with respect to the content of other linear programming services in the applicable i mmediately prior to the Term Commencement Date shall launch and distribute such System. Without limiting the foregoing. Affiliate shall pass through to Service Service in accordance with this Agreement commencing no later than thirty (30) days Subscribers, to the extent included in the SSC Products by Networ1<, all advertising following the Term Commencement Date; and (iii) each Acquired System (induding, and promotional material, copyright and other proprietary notices. closed without limitation. each Acquired System carrying such Service immediately prior to captioning. ratings information, data and watermarks, content advisory information, its Acquisition Date) shall distribute such Service in accordance with this Agreement content protection information. and all other data and/or material that is related to commencing no later than thirty (30) days following its Acquisition Date. Affiliate or enhances the BBC Products. Throughout the Term, Affiliate shall not remove, represents that all System information included on Schedule 2 is complete and discontinue or interrupt the carriage of a Service from any System or negatively accurate as of the Term Commencement Date. repOSition a Service on any System (including. without limitation, on any Acquired System carrying such Service immediately prior to its AcquiSition Date). (b) Each System shall exhibit and distribute each Service throughout the Term (i) on Digital Basic (as commonly understood in the cable industry) or any more highly (d) Each System shall distribute each Service's SO feed. In addition, each System shall penetrated levells) of carriage and Iii) in its entirety on a 24-hour per day, 7-day per distribute each Service's HO feed if (i) such System carries such Service's HO feed week. 36S-day per year baSis and on a simultaneous carriage basis with Network's immediately prior to the Term Commencement Date (or. if such System is an transmission of such Service. Affiliate'S Service Penetration for each Service must be Acquired System. such System carries such Service's HD feed immediately prior to its at least 40% throughout the Term. Each System will carry each Service by means of Acquisition Date) and/or (ij} such Service's HO feed is checked as a BBC Product on one or more channels dedicated to such Service and used SOlely for its fulf-time the first page of this Agreement. If carried. a service's HO feed must be received on linear deli .... ery. which channel position(s) will be in the neighborhood of other linear each applicable System by all HO-enabled Service Subscribers of such Service's SD programming services of a similar genre. In the event that Affiliate determines to feed, without any incremental charge to such Service Subscribers (other than an change a Service's channel position on any System{s). Affiliate shall (x) continue to equipment charge for an HD set-top box or non-programming charge not specifically comply with the foregoing and (y) notify Network in advance and obtain Network's assessed for such HD feed's receipt). prior consent to such change. Affiliate shail distribute the BeCA east coast feedls} on

2 3. Fees: Method of Payment. (a) The Fees for each calendar month of the Term are Network; and (ii) insert only commercial material that complies with Networlc's set forth on Schedule 1 and shall be paid within thirty (30) days after the end of such policies and practices attached hereto as Schedule 3 (as may be updated by Network month. Along with each such payment, Affiliate shall submit to Network the from time to time" and which is lawful and of the highest practicable standards of folloINing information with respect to the applicable calendar month: (i) a list of all excellence. Affiliate shall be solely responsible and liable for all sponsorship, Systems; (iii the total number of Subscribers to each System; liii) each System's total promotions, advertising and any other materials inserted by Affiliate into a Service. number of Service Subscribers of each Service (delineated by SO and HO); (iv) the service levet(s) on which each System carries each Service; (v) the total number of 5. Signal Delivery. (a) Network shall deliver each Service by means of a Service Subscribers receiving other SSC Product(s) (delineated by SBC Product); and communications satellite of its choice, and Affiliate shall at its sole cost and expense {vi) a list of all Systems acquired, transferred or sold during the applicable month. obtain and install such equipment and operate it in such a manner as is required to Statements to Network shall be delivered either by email to receive and distribute such Service via each System in the best technical manner [email protected] or by U.S. mail to BBC America, P.O. 60x 79869, possible. Network shall provide Affiliate with at least 30 days' prior written notice of Baltimore, Maryland 21279-0869, Unless otherwise instructed by Network in any change In the satellite that delivers a Service (unless such satellite change is due writing, Affiliate shall pay the Fees due to Network by wire transfer to t he following to any cause beyond Network's reasonable control, in which case Network shall account: Account Name: BBC Worldwide Americas. Inc.; Bank: HSBC; Branch provide as much prior notice as reasonably practicable under the circumstances). Address: 90 Christiana Road, New Castie, Delaware 19720: Account No: 000184420; Affiliate shall do whatever may be commercially necessary to receive and continl..le to ABA: 021001088. Affiliate shall reimburse Network for collection agency costs and distribute such Service concurrently with such satellite change throughout the Term. expenses of counsel incurred t.o collect any amounts owed hereunder. (b) In no event shall Affiliate: (i) receive a Service at any Affiliate headend or {b) Affiliate shall keep true and accurate books and records relating to this otherwise in any manner other than directly from the transmitter authorized in

Agreement in accordance with generally accepted accounting prinCiples consistently writing by Network; Iii) uplink or retransmit any BBC Products via satellitej fiber optic applied. During the Term and for one (1) year thereafter. at Network's expense, cable, Internet or other manner other than that expressly authorized hereunder; (iii) Network or Its designated representatives may, at Affiliatels offices and at digitize, compress, recompress, or alter the signal, MPEG transport stream, or any of reasonable times within regular business hours and from time to time upon at least the compression parameters of the SSC Products; (iv) deliver the SSC Products in an ten (10) business days' notification and not more than once in any twelve (12) month "over the top" manner;' or (v) subdistribute or sublicense, or otherwise authorize period, inspect, audit and make extracts and copies of any such books and records. If receipt of, the SBC Products other than as expressly permitted hereunder. such audit undertaken by Network discloses a discrepancy, Affiliate shall promptly reimburse Network for the amount of such discrepancy (plus applicable interest), (c) Affiliate shall take reasonable precautions with respect to each System to ensure and if the discrepancy is ten percent (10%) or more, Affiliate shall reimburse that the SBC Products are received only by persons who are Service Subscribers of Network for Network's reasonable out ~ of~pocket costs in connection with such audit. the applicable Service, and that no portion of ~e BBC Products is received at any location where an admission fee. cover charge. minimum or like sum is charged. (e) Any Fees, or portion thereof. not paid to Network within thirty (30) days after the end of the calendar month for which such payment is due shall accrue interest at the (d) If Network discontinues transmission of a Service~s SO feed, Affiliate shall, at its rate of one and one-half percent (1-1/2%) per month. compounded monthly. or the expense, obtain and distribute such Service's SO feed by downconverting such maximum lawful rate. whichever is less, from the due date until payment is received Service's HO feed into SO format in accordance with Network's technical by Network. specifications.

4. local Ad Avails. Network shalt supply each Service in a (ormat which makes 6. Security. Affiliate shall not. and shall not authorize others to, receive, reproducej provision to Affiliate for 3 minutes per hour for local advertising avails# reserving retransmit# record, copy, duplicate, transmit, or exhibit by any means, whether now Network's right to preempt or reposition such positions. Affiliate shall have the right known or hereafter devised, any portion of the SBC Products except as specifically to use such local advertising avails for Affiliate's own sponsors, local promotions and authorized by Network hereunder. Affiliate shall take all reasonable precautions to local advertising; provided. however, that Affiliate shall (i) not use its local avails for prevent unlawful reception. recording, copying. reproduction. retransmission. or dav, date. day-part and/or time-specific promotions or advertisements for programs duplication of the SBC Products. The foregoing shall not be deemed to prohibit the on networks or channels other than the Services or any services affiliated with recording of Service programming by Service Subscribers of the applicable Service for 3 in~home viewing only, to the extent that such recording is permitted by then ~ existing 11, Assignment. Affiliate shall not assign this Agreement, in whole or in part, without law without a license by Network (which license is expressly not granted hereunder). Network's prior written consent. If Affiliate acquires any other distributor or system(s) subject to an existing affiliation agreement for the carriage of any BBC 7. Default: Termination . If Affiliate or 'any System (i) defaults in the payment of any Product(s) (an "Other BBC Agreement"), Affiliate shall notify Network in writing sums payable in acco rdance with the terms of this Agreement or any other within thirty (30) days of such acquisition and, as of the date of closing and subject to agreement with Network (or Its affiliated companies), or (ii) fail s to perform or Paragrap h 2(c), the distribution of such BBC Product(s) in .uch Acquired Systemls) observe any other material term of this Agreement or any other agreement with shall become subject to this Agreement for the remainder of the Term; provided Network (or its affiliated companies). and if such default or failure shall continue for that. notwithstanding anything hereunder to the contrary, Network, upon written a period of ten (10) days after receipt of written notice thereof, Network, in addition notification to Affiliate and at Network's sole discretion, may elect that such to all other rights and remedies it may have, shall have the right to Ix) suspend the Acquired System(s) shall carry such BBC ProductCs) in accordance with the terms of license(s) under this Agreement (including. without limitation. suspension of service such Other SBC Agreement rather than the terms of this Agreement, in which case through deauthorization of descramblers) for all affected Systemls) and/or any other Affiliate shall be bound by the terms of such Other BBC Agreement with respect to System(s) until such default or failure is remedied, and/or (y) terminate this such BBC Productl. ) in such Acquired System(s) until the remainder of the term of Agreement and/or any other agreement(s} between Affiliate and Network. In such Other SSC Agreement (after which period such Acquired System(s) shall addition, Network may terminate this Agreement upon thirty (30) days notice in the immediately be induded under this Agreement if it remains- in effect); provided, event that (a) Network discontinues distribution of the Service,(s) in the Territory or further, that in the event that such acquired distributor(s) or system(s) carry any Cb) Affiliate becomes bankrupt or insolvent. programming services of Network or Network's affiliates that are not carried by Affiliate immediately prior to such acquisition, Affiliate agrees to continue carriage of 8. Indemnification. Each party shall indemnify the other and the other's directors, all such programming services in all such systems at the same, or a more favorable, employees, officers. and affiliates (collectively, the other's "Indemnitees") in the level of carriage through the Term as such programming services were carried by event that it breaches this Agreement. Affiliate shall further indemnify Network and such systems immediately prior to such acquiSition. If Affiliate enters into an Network's lndemnitees with respect to claims relating to the distribution or agreement to sell or otherwise dispose of any System(s), whether by merger, promotion of the SBC Products or any modification or alteration of. or addition or consolidation. sale of assets or stock or otherwise. Affiliate shall promptly notify deletion to, the BBC Products (including, without limitation, claims relating to Network in writing of such transaction and Network shall advise Affiliate in writing Affiliate's local avails). No indemnification will be available to either party or its that effective as of the date of closing, distribution of the BBC Products on such Indemnitees to the extent that the relevant claim arises from such party's breach or Systemls) shall (i) be assigned to the transferee(s) and remain subject to this is otherwise indemnifiable by such party pursuant to this Paragraph 8. Agreement for the remainder of the Term; or (ii) no longer be subject to this Agreement and. at Network's option, such distribution shall be subject to the 9. Force Majeure. Network shall not be liable to Affiliate for failure to supply the BBC existing affiliation agreement(s) for the carriage of the BBC ProductCs) between Products or any part thereof due to any act of God. act of terrorism, war, tabor Network and the partylies) acquiring such System(s). dispute, non~delivery by program suppliers or others, breakdown of facilities, legal enactment. governmental order or regulation, or other cause beyond its control. 12. Compliance. Affiliate covenants that throughout the Term, it shall comply with all applicable laws, rules, and regulations with respect to its rights and obligations 10. Reservation of Rights. Network expressly reserves all rights not specifically under this Agreement. Without limiting the foregoing, Affiliate represents and granted to Affiliate herein. Without limiting the foregoing: (i) Network reserves all warrants that throughout the Term (a) its employees shall be prohibited from rights to use any names, marks, logos, trademarks, copyrights, or other property of making or receiving bribes by or for their benefit pursuant to a policy of Affiliate, and Network or its affiliates (e.g., the British Broadcasting Corporation. BBC and related (b) it shall comply with (x) the rules and regulations of the Federal Communications names), and Affiliate may not use the same except in such manner and at such times Commission C'FCC") regarding closed captioning, and Iy) the Commercial as are expressly approved by Networlc in writing; and Iii) Network reserves all rights Advertisement Loudness Mitigation Act. Public u.w 111-311 CDecember 15,2010). to the full bandwidth of the Service signals. including. without limitation, the vertical blanking interval, the horizontal blanking interval and audio subcarriers, provided 13, NITC Opt·ln. Notwithstanding the foregoing, if Networlc is party to a valid and .uch bandwidth is used for the delivery of content, material and/or data related to binding agreement with National Cable Television Cooperative, Inc. C"NCTC") for (as determined by Network) Services or as required by any law. rule or regulation. carriage of all Services (an "NITC Agreemen!"), Affiliate may exerdse a one-time 4 option, on at least sixty (60) days' prior written notice to Network, to tarry the of television sets or outlets such as might be found in apartments, hotels, or applicab le SBC Products on all Systems as a participating member in accordance with hospitals, and which does not use a public right-of-way. the terms and conditions of such NCTC Agreement (subject to Affiliate receiving any requisite authorization and approval by Network for Affiliate's inclusion as a (il Subscriber · Each party receiving service from a System. participating member under such NcrC Agreement as may be set forth in such NCTC Agreement). Affiliate's participation under such NCTC Agreement shall be subject to mSystem - Each Cable Television System, SMATV System, or MMDS System (i) any other qualification procedures for participating membe~ thereunder (including wholly located within the Territory. (ii) in which Affiliate holds. directly or indirectly, without limitation any required authorizations or approvals) as may be set forth in at least 51% of the ownership interest, and (iii) which Affiliate (x) operates pursuant such NCTC Agreement. Effective as of the date. if any, that Affiliate's elect ion to opt to a valid franchise or other applicable agreement with, or authorization of, the into such NCTC Agreement becomes effective, Affiliate's carriage of such BBC appropriate governmental authority to provide cable television service to the area Products will be governed by such NCTC Agreement and the terms of such NCTC within the Territory served by such system, or (y) otherwise operates lawfully. Agreement shall supersede this Agreement; provided that, for C'larity, in such event (i) Affiliate shall remit all accrued and unpaid F-ees as required under this Agreement; 15. General. Affiliate shall keep aU terms and conditions of this Agreement and (ii) notwithstanding anything in such NCfC Agreement to the contrary. Affiliate confidential (other than its existence) and shall not disclose such terms and shall not remove or negatively reposition any SSC Products from any System during conditions to any third party, except as may be required (a) by law, court order, or such NCTC Agreemenr s term. governmental agency (in which event Affiliate shall notify Network as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek 14. Additional DefInitions. (a) Acquired System - Each System that first qualifies as a confidential treatment of such information}, or (b) in connection with a finandal "'System" subsequent to the Term Commencement Date. review of Affiliate's business operations by its auditors. This Agreement shall be governed by and interpreted under the laws of the State of New York applicable to (b) AcquiSition Date - The date that an Acquired System first qualifies as a System. contracts made and to be performed in New York. subject to applicable provisions of the Communications Act of 1934. as amended. and applicable rules. regulations and (c) cable Television System - A "'cable television system," as defined at 47 C.F.R. Sec. orders of the FCC in effect from time to time. The parties hereto and their respective 765 (1996), as amended, or any successor regulation thereto. successol'> and assigns consent and submit to the exclusive jurisdiction of the New York County, New York state and federal courts and waive any objection to the (dj Digital Basic - The most highly penetrated level of service on a System other than propriety of venlle in such courts. This Agreement may not be amended in any a "basic" or 'Iexpanded basic" level (as commonly understood in the cable industry). manner other than in a writing signed by each party (except that Schedule 2 may be amended unilaterally by Affiliate in a manner consistent with this Agreement, and (e) MMOS System - A multi ~ channel. multi~p oint distribution seNice for delivering Schedule 3 may be amended unilaterally by Network). This Agreement shall not television programming. which operates by means of an omni ~ directjonal microwave extinguish or mitigate any payments due Network pursuant to any other signal transmitted in the frequency ranges of 2150-2162 MHz, 2596-2644 MHz, agreement{s) between Affiliate and Network. Each of Affiliate and Network: shall be 2650-2656 MHz, 2662-2668 MHz, and 2674-2680 MHz, to homes, hotels, and/or liable for, and each shall pay and hold harmless the other from. any federal, state or apartment buildings equipped with directional microwave antennae, and which is local taxes, induding any fees payable to local franchising authorities, which are licensed by the FCC. based upon revenues derived by Affiliate or Netwo",- as applicable, or its operations. The provisions in this Agreement which must survive this Agreemenrs expiration or (f) Service Penetration - For each Service, the percentage of the total aggregate earlier termination in order to give effect to their intent and meaning (including, number of Subscribers of all Systems that are Service Subscribers of such Service. without limitation, the indemnification and confidentiality provisions) shall so survive. (g) Service Subscriber - A Subscriber receiving the applicable Service (rom a System.

(h) SMAN System - A satellite master antenna television system for delivering television programming, which utilizes a central earth station for receiving broadcast or satellite-delivered television signa ls and delivers such signals by wire to a grouping 5 SCHEDULE 1

Rate Card

Rate/Month per 8BCA Service 2014 201S 2016 2017 2018 Subscriber 1-100,000 $0.304 $0.316 $0.329 $0.342 $0.356 100,001 and more $0.270 $0.281 $0.292 $0.304 $0.316

For each Service Subscriber of each Service. Affiliate shall pay to Network the monthly per subscriber license fees for such Service set forth above (the HFees") , Fees shall be calculated separately for each Sef'Vice with respect to each calendar month of the Term by multiplying the number of Service Subscribers of such Service on the last day of such month by the appropriate Fees for such Service for such month. In respect of each Subscriber wh ich is a hotel, motel Of similar place of public lodging, Fees for each Service shall be calculated and reported by multiplying seventy percent (70%) of the number of such Subscriber's guest rooms by the appropriate Fees for such Service for the applicable month. Fees shan be paid to Network whether or not Affiliate actlJally receives payment from Subscribers. The rates set forth above for BBCA are blended rates. For example. if in a given month during 2015, Affi liate has 150,000 BBCA Service Subscribers, Affiliate's BBCA Fees for such month shall be calculated.s follows: 100,000 Subscribers @ $0.316 /Subscriber, plus 50,000 Sub,crib." @$O.281/5ubscriber, totaling: S45,650.

6 SCHEDULE 2

List of Systems

S:w:stem location Headend lQcation Number of BBCA Channel 8BCAServke Number of BBCWN BBCWN Service Number of (including Gty, State (including City, Subscribers Number(s)· Levelfs) BBCA Service Channel Levens) BBCWN Service and Zip Code) State and Zip Sub~cribers Number's}· SubscriQ!rs Code)

• Affiliate shall notify Network of and obtain Network's consent to all changes in channel placement, as provided in Paragraph 2(b) of the Terms and Conditions.

7 SCHEDULE 3

BBC Advertising Guidelines

These guidelines have been promulgated by the British Broadcasting Corporation ("'BBC") Editorial Standards Board to protect the SBC's global reputation and to ensure that editorial integrity and independence are maintained. These guidelines supersede all previous advertising and sponsorship guidelines, and they may be supplemented or revised from time to time by the SBC Ed itorial and Standards' Board. These guidelines applv to all BBC commercial services and ventures.

1. General Requirements for Advertising. All advertising included in the Services shall comply with the following requirements:

• Comply with the appUcable laws and regulations of the US and relevant jurisdictions; • May not contain offensive or profane language; • May not promote smoking of tobacco; • May not make false claims; and • May not include the BBC name, the name of any BBC brand, logos, titles, channel; names, program titles, formats, characters, sets, music or catchphrases without advance written consent of SBC or any other party authorized to consent to such use.

2. Prohibited Categories of Advertising. The following types and categories of advertising are prohibited on the Services:

• Advertising for pornography or X*rated material, sex chat lines or any 900 numbers, sexually explicit publications and websites, sex toys, escort services, adult-oriented products or services (including without limitation adult·oriented pay per view programs, specials and events). or salacious products or services or other material which may be considered obscene or indecent; • Advertising for distilled liquor, tobacco products, tobacco manufacturers or any smOking accessories (including rolling papers and lighters); • Advertising for political parties, lobbying groups, candidates, or political doctrines; • Advertising for religious organiz.ations; • AdvertiSing for weapons; and • Advertising for habit-forming drugs or drug-related paraphernalia

8 Current BBCAmerica BBCAmerica Budgeted Projected Old New 1st 9 last 3 Projected Subscribers Subscribers Rate Rate Months FY Months FY 2014 FY Expenses

BBCAmerica 3,320 3,180 $ 0.304000 $ 0.304000 $ 9,083.52 $ 2,900.16 $ 11,983.68

Total Projected FY2014 Expenses $ 11,983.68 Budgeted FY2014 Expenses as approved $ 12,291.00

Increased(+)/Decreased H Expenses - 2014 FY $ (307.32) Increased(+)/Decreased (-) Revenue - 2014 FY (728.80)

Increase(+)/Decrease(-) Projected v. Budgeted Net Income $ (421.48)

Annualized Annualized Annualized I Overall Cable Budget Original GSN Per Sub lost Subs lost Revenue FY14 Budgeted Expanded Digital Sales $ 487,641.60 100.00% $ 17,282.99 $ 5.21 140.00 $ 728.80 FYl4 Budgeted Expanded Digital Royalties 346,791.94 71.12% 12,291.00 $ 3.70 FY14 Budgeted Expanded Digital Margin $ 140,849.66 28.88% $ 4,991.99 28.88% $ 1.50 28.88% BBC Worldwide America Affiliation Agreement Programming Agreement Renewal Rate Comparison

TERM 2014 2015 2016 2017 2018

BBCAmerica 00:304J $0.316 $0.329 1-$0.342 1 $0.356~ % CHANGE 3.95% 4.11% 3.95% 4.09%

Note, upon signing of the agreement the rate will revert to $ 0.304 and a credit will be issued for the difference between the current rate paid ($0.316) and $0.304. CITY OF WYANDOTTE - Department of Municipal Services REQUEST FOR COMMISSION ACTIQN

MEETING DATE: 7-14-2014 RESOLUTION # 07·2014-02

VC -DISTRIBUTIO

PRESENTER: Steve Timcoe INDIVIDUALS CONSULTED: Rod Lesko, Paul LaManes V BACKGROUND: Wyandotte Municipal Services is in an agreement with Affiliate Distribution & MKTG., Inc. ("ADM''), fonnerly QVC Network, Inc., for carriage of QVC programming which contains an annual one year renewal clause eirective each March 15th. A 'Distribution Agreement- Retail Service' is currently available with Affiliate Distribution & Mktg., Inc, ("ADM") which would allow WMS continued carriage of QVC programming as well as access to QVC HD, QVC Plus and QVC.com for which WMS would be paid sales commissions on all purchases (5% on air sales, 4% online sales). This agreement has a term of6 years from the date of execution with optional annuall year renewal clause on the anniversary date of the agreement after the initial 6 year term and is available with reasonable terms and conditions agreeable to WMS management. In addition to the 50.00 royalty rate and the revenue generating commission on each retail sale WMS management has negotiated in good faith the following favorable changes proposed to the agreement: Extend the agreement term to 6 years & 6 months. WMS would make the following changes within 6 months from agreement execution: Give QVC channel placement in the 'broadcast area channel location', Add QVC HD & QVC Plus, for which WMS would immediately receive a 'launch' incentive of approximately $13,800 (S2 per sub), as well as receive additionally a projected commission of online sales over the initial term of agreement of approximately $15,500.

STRATEGIC PLAN/GOALS: Providing the public with friendly, responsive, reliable and customer-focused services that are fiscally responsible.

ACTION REQUESTED: Authorize the General Manager to execute the Distribution Agreement - Retail Service by and between Affiliate Distribution & Mktg., Inc. ("ADM") and WMS significant to torm as recommended by WMS Management.

BUDGET IMPLICATIONS: Projected gross sales & FY2014 WMS commission income = $15,810.28. Projected agreement 'launch' incentive of$2.00 per sub = $13,800.00 Projected agreement incentive income over 6 year term = $15,500.00 ($2,583.33 annually). Projected annual FY2014 programming royalty expense is SO.OO.

IMPLEMENTA nON PLAN: Execute 'Distribution Agreement - Retail Service' with Affiliate Distribution & Mktg., Inc. ("ADM"). Obtain con.firmation of execution from Affiliate Distribution & Mktg., Inc., print and place on file as record of officially executed document. MAYOR'S RECOMMENDATION: c#r7 CITY ADMINISTRATOR REVIEW: ~

LEGAL COUNSEL REVIEW: Approved to Form - William R. Look, Attorney.

LIST OF ATTACHMENTS • Distribution Agreement - Retail Service • Wyandotte Municipal Services 2014 QVC Incentive Proposal • QVC Monthly & Annual Revenue RESOLUTION 07-2014-02:

RESOLUTION AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE DISTRIBUTION AGREEMENT -RETAIL SERVICE WITH AFFILIATE DISTRfBUTION & MKTG., INC. (ADM") FOR ACCESS TO QVC PROGRAMMING AS RECOMMENDED BY WMS MANAGEMENT;

BE IT ORDAINED BY THE MUNICIPAL SERVICES COMMISSION OF THE CITY OF WYANDOTTE, STATE OF MICHIGAN:

WHEREAS, Wyandotte Municipal Services desires continued carriage of QVC programming as part of the Expanded Basic cable service lineup,

WHEREAS, Wyandotte Municipal Services desires to add QVC HD & QVC Plus to its cable service lineup,

WHEREAS, Wyandotte Municipal Services desires to receive revenue commissions from retail online sales via the QVC.com website,

WHEREAS, Wyandotte Municipal Services is interested in entering into the Distribution Agreement - Retail Service tor carriage of QVC programming as part of the Expanded Basic cable lineup and is agreeable to the terms and conditions offered by Affiliate Distribution & Mktg., Inc.,

NOW, THEREFORE, BE IT RESOLVED by the Municipal Services Commission of the Municipality of Wyandotte, Michigan, that:

SECTION I: The General Manager is hereby authorized to enter into the Distribution Agreement - Retail Service executed between Affiliate Distribution & Mktg., Inc. and Municipality to enable Municipality to continue carriage of QVC programming via this agreement.

SECTION 3: If any section, subsection, paragraph, clause or provision or any part thereof of this Resolution shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Resolution shall be unatlected by such adjudication and all the remaining provisions of this Resolution shall remain in full force and effect as though such section, subsection, paragraph, clause or provision or any part thereof so adjudicated to be invalid had not, to the extent of such invalidity, been included herein.

SECTION 4: This measure shall take effect and be in force from and continuing thereafter upon the earliest time allowed by law.

I move the adoption of the foregoing resolution. MOTION by Cornmissioner______

Supported by Commissioner-::-::::--:c:-::c=-=-=:--__--::-:-:::::- ______YEAS COMMISSIONER NA YS Sadowski Lupo Cole Alderman Hughes

ADOPTED this 14th day of July, 2014

ATTEST:

WYANDOTTE MUNICIPAL SERVICE COMMISSION

By: By: ------~------President ----~--Secretary------DISTRIBUTION AGREEMENT - RETAIL SERVICE

TI·1I 8 DISTRIBUTION AGREEMENT - RETAIL SER VICE. dated as of , 2014, isby and belween AFFILIATE DISTRIBUTION & MKTG .• INC. ("ADM"), a Delaware corporation whose principal place of business is 1200 Wilson Drive. West Chester, PA 19380, and WYANDOTTE MUNICIPAL SERVICE, for itself and as agcnt orany and all LICENSEES (as defined below) (individually and as such agent being hereinafter called "DISTRIBUTOR"), a municipal government entity organized under !.he laws of Lhe State of Michigan whost: principal place of business is 3200 Biddle Avenue, Suite 200. Wyandollc. Mt 4ft 192.

IN CONSI DERATION of the mutual <'(lyenants hereinancr set 101th. ADM, DISTRIBUTOR and the LICENSEES, intending to be legally bound. agree as lollows:

J. DEFINITIONS This "Agreement" is defined as this Distribution Agreement - Retail Service as supplemented or modified from lime lO lime by written agreement signed by the parties? together with all Exhibits and amendments to Exhibits which (al specilicaUy reler to this Agreement and (b) are signed on behalf of Ihe partics. "Additional Nfl Sales" is defined as, with respect to any given zip code, the dollar amount of the gross sales by QVC. 1nc. ("QVC") of all products andlor services whieh are ordered and paid tor by residents of such zip code rrom the Additional Retail Service through the Additional Purcha.t;e Number and delivered. accepted and not returned. less discount.~. returns. allowant:es, charge backs, bad debts. ta:xC5, and shipping and handling . For the avoidance of doubt, Additional Net Sales shall not include sales made via the Retail Service, Web Platforms or any other means other than via the Additional Retail Service through the Additional Purchase Number. "Additional Purc:han Number'< is defined as the telephone number or numbers provided by QVC that is displayed to viewers on the Additional Retail Service that such viewers may call to purchase products andlor services from the Additional Retail Service. "Additional Retail Service" is deHned as the full-time televised shopping service currently knO\\,'n as "QVC Plus" made available to distributors by ADM, QVC or their respective affiliates l'Or di stribution through Cable/Sutcllite Systems, consisting primarily of the presentation for sale of <:onsumer products andlor services. Fur the avoidance of doubt, the Retail Service is not the Additional Retail Scrvice Ihr the purposes of this Agreement.

l "Additional \V~b Platform Net Sales ' is defi",~d as, with respect to any given zip code. the dollar amtlUnt of the gross sales of all products andlor services which are ordered and paid for by residents of such zip code from QVC.com or olher Web PI:ltforms and ddivered, accept~d and not returned, which products and/or services were presented on the Additional Retail Service during the 24 hour period prior to the sule, and fo r \\hich products und/or services flO commission. royalty or fee is payable to a third party on a~(;ount of such sale, le~s discounts, returns, allowances, chargebacks, bad debts, taxes. and shipping and handling. No sales of products or services that are included in the calculation of Web Platfonn Net Sales shall also be included in lhe calculation of Additional Web PJatfonn Net Sales.

"Alternat~ Platform" has the meaning sct forth in Section 2.6. "Annual Adjustment Date" has the meaning set lorth in Section 10.2.

"Annual Updat~d Suh5ctib~r Reconciliation" is defined as a report to be provided by DISTRlUtJTOR to ADM on nn annual basis (i.e .. once a year commencing with the one year anniversary of the Effective Date and each consecutive one year anniversary thercnncr). in the Ihrm provided by ADM from time tt) time. setting forth f among other things). for each Distributor System ac; of the end of each such appli cahlc onc )'car period. the postal 'lip codes served by DISTRIRUTOR nnd an}' LI CENSEE. the current number of General Entertainment Area Retail Service Subscribers. Broadcast Area Retail Service

159004 Subscribers. subscribers receivi ng lhe Retail Service in HD format and total subscribers in each of those zip codes. the channel lineups (including the channel locations for the Retail Service and the Addilional Retail Service) in each such Distributor Systml, indicaling the Retail Service channel location classifications (e.g .. (jeneral Enlenainme(l' Area Channel Location or Broadcast Area Channel Location) applicable to ..::ach such channel location for the Retail Service. and the format in which each of the Retail Service and the Addi tional Retail Service then appears on each such channel location. DISTRIBUTOR may designate the Monthly Updated Subscriber Report due for the end of the month in which the Annual Updated Subscriber Reconcilialion is also due us the Annual Updated Subscriber Reconciliation for purposes of this Agreement. "Authenticated Suburibcrll means a subscriber of DISTRIBUTOR whose primary residence address is located in the Territory and who, prior to accessing the Retail Service or the Additional Retail Service, is authenticated by DISTRIBUTOR utilizing industry standard conditional access technologies (e,g .. user name and password) as authorized to receive the Retail Service or the Additional Retail Service as part of a package of cable programming services from a Distributor Systltm.

"8roltd~ast Area" is detined as a contiguous twelve (12) channel range broadcast in any of analog, SO or HD format' which includes at least three (3) of the top four (4) Highest Rated programming networks that are not genre-based (by way of example only and not limitation: ESPN, NICK, TBN and MTV "'Quid be considered genre-based, whiJ. NBC. CBS, ABC, FOX. USA, TNT and TBS would not be considered genre-based). Thl! analog Broadcast Area means the channels within such Broadcast Area that are broadcast in analog format, the SO Broadcast Area means the channels within such Broadcast Area that are broadca..'it in SO format and the HD Broadcast Area means the channels wi thin such Broadcast Area that are broadcast in HO format. "Broadcast Are.. Channel LocationH is defined a..'1 each channel location within a Distributor SY!'itcm which meets all or the following requirements: (8) the channel locution shall be an analog channel within the analog Broadcast Area, an SD channel within the SO Broadcast Area and (if applicable) an 110 channel within the HD Broadcast Arca. (b) with respect to each of the analog. SO and HD Broadcast Areas. lhe channel localion shall be above one (I) of the top four (4) Highes, Rated programming networks in such Broadcast Area that is not gcnrc~based (by way of example only and not lim itation: ESPN. NICK, TBN and MTV would be cunsidered genre-based. while NBC, CBS, ABC. FOX. USA, TNT and TBS would not be considered genre~based), and (c) the channel location shall be in compliance with Section 2.8. "Broadcast Area Channel Position Payment" ha.1i the meaning set forth in Section to.l. "Broadcast Area Retail Service Subscriber" is deli ned as a subscriber of a Distributor System who receives the Relail Service on a Full·Ti me basis on all Broadcast Area Channel Locations.

"Oroadca:st Area Rdail Sen-ice Sub.scriber Shortfalt·~ hM the meaning set fonh in Section to.J(b).

"Cable/Satellite System" is detined as a cable tc::lcvision distribulion ~y5te m . a multichannel muhipoint television distribution service. a direct broadcast satellite- television distribution system. a telcvision rcccive~only satcllil e program distribution system or a satellite master antenna teleVision system. "Channel Position Payment" has the meaning set forth in Section I 0, I . . IClaims" has the meaning set forth in Section 8.1, "Commission" has the meaning set lorth in Section 4.1, "Control" has the meaning set forth in Section 11.4. "Oidributor System" is dcnned as a System which is listed in Exhibil A to this Agreement as such E.xhihil may be modi lied from time to time in accordance \\Olth the terms of this Agreement. "Effective Date" ha..'i the meaning set forth in Section 3. 1. "Force Majeure Event" has the meaning sct forth in Section ll.1 O.

159004 2 "Full* Time" is defincd as 2-4 hours a day, 7 L1ays a we!:k, without interruption. on a single channel. which is dedicated exclusively to distribution of the Retail Service or tne Addit;(lnal Retail Service. "General Entertainment Arta" is defined ns nny area of channels or programming networks broadcast in any of analog, SO or HO formal which includes alleasl five (5) of the lop twenty (20) Highesl Rated progmmll'ling networks that are not gcnre~bascd (by way of example only and not limitation: ESPN. NICK, TBN and MTV would be considered genre-based, while NBC, CBS, ABC, FOX, USA, TNT and TBS would nol be considered genre-based). The analog General Entertainment Area means the channels within such Ge neral Entertainment Area thal are broadcast in analog format. the SD General Entertainment Area means Ihe channels within such General Entertainment Area that are broadcast in SD formal and the HD GL"flcral Entertainment Area mcans the channels within such General Entertainment An:a that are broadcast in HD format. "General Entertainment Area Channel Pusition Payment" has the meaning set forth in Section 10.1. "Ceneral Entertainment Area Channel Location'" is defined as each channel location within a Distributor System which meets all of the following requirements: (a) the channel location shall be an analog channel within the analog General Entertainment Area. a standard detinition digital ("SD") channel within the SD General Entertainment Area and (if applicable) a high definition digital ("HO") channel \.\'iLhin Ihe HD General Entertainment Area, (b) the channel location shall not be the first or last channel within any of the analog. SO or HD General Entertainment Areas. and (c) the channel location shall be in compliance with Section 2.K, ':Gennal Entertainment Area Rdail Service Subnriber" is defined as a subscriber of a Distributor System who n;ceivcs the Retail Service on a Full·Time basis on ull General Entertainment Area Channel Lociltions, Any subscriber who constitutes a Broa.dcast Area Retail Service Subscriber shall not also qua lify as a General Entertainment Area Retail Service Subscriber for purposes of the Channel ro ~ition Payment and any adjustments thereto, "Gentral Entertainment Area Retail Service Subscriber Incruse" has the meill1ing set forth in Section 10.4(.). "General Entertainment Area Retail Service Subscriber Shortfall" has the meaning set forth in Sectiun 10,)(a), .... ighest Rated" is defined as. in reference to programming networks. as those having the greatest estimated audience as determined by Nielsen or the then generally accepted audience measurement service. "Indemnified Party" has the meaning set forth in Section 8.3, "Indemnifying Party'" has the meaning set forth in Section 8,J. "Initial Term" has the meaning set forth in Section], 1, "LICENSEE" is defined as any entity controlled by or under commun control with OISTHIBUTOR which owns, operales or ",anages a Cable/Salellite Syslem. "Marks" has the meaning set forth in Section 6. t, "Monthly Updated Subscriber Rtport" i, defined as a report to be provided by DlSTHIBUTOR to ADM on a calendar month basis. in the form provided by ADM from time to time, setting forth (among other things), lor each Distributor System as of the end of each such applicable calendar month. the postal zip codes served in analog, digital or 110 format, the current number of General Entertainment Area Retail Service Subscribers. Broadcast Area Retail Service Subscribers. subscribers receiving the Retail Service in HD tormllt and total subscribers in each of those zip codes. the channel lineups (including the channel locations for the Retail Service and the Additional Retail Service) in each such Distributor System. indicating the Retail Service channel location classifications (e.g .• General Entertainment Area Channel Location or Broadcast Area Channd Location) applicable to each such channel location for the Retail Service. ilJlJ the fiJrmat in which each of the Retail Service an"" the Additional Retail Service then appears un each :iuch channel location,

1591104 3 "Net Sal"" is dcfincd as, \\'ith rc.lljpect to any given zip code. the dollar amount of the gross sales by QVC or all products andlor services which are ordered and paid fbr by residents of such zip code from the Retail Service through the Purchase Number and delivered, accepted and not returned, less discounts, re iurns. allowances. charge backs. bad debl'i. taxes. and shipping and handling. Notwithstanding lhe foregoing. Commissions nn products sold solely through the S idebar shall not be included in the calculation or Net Sale.Ii. For the avoidance of doubt, Net Sales shall nol include sales made via the Additional Retail Service. Web Platforms or any othel' means other th::an via the Retail Service through the Purchase Number.

. I Non~CompU.nce Event" has the meaning set forth in Section 10.7(0.). "Producer" is derined as the owncr{s) andlor produccr{s) of the Retail Service, "Purchase Number" is defined as the telephone number or numbers provided by QVC that is displayed to viewers on the Retail Service that such viewers may call to purchase products and/or services from the Rdail Service. "QVC VOU" has the meaning set lonh in Section 5.3.

"Retail Service" is defined as the tull~time televised shopping service currently known as "Qve" mOllie available to distributors by ADM, QVC or their respective afliliates for distribution through CabldSatcli ite Systems, consi.'lting primarily of the presentation for sale of consumer products andlor services. For the avoidance of doubt. the Additional Retail Service is not the Retail Service for the purposes of thi s Agreemc:nt. "Shopping Mosaic" has the meaning set forth in Section 2.5. "Sidebar" has the meaning set forth in Section 2.7. "System" is defined as any Cable/Sa.tellite System owned. operated or managed by DISTRIBUTOR and/or any LI CENSEE. ·'Tum" has the meaning set fo rth in Section 3. 1. "'Territory" is ucl1ned as the United Stales. its territories. commonweal lh s and possessions. "Transfer" has the meaning set forth in Section 9.1. "Transferred System" has the meaning set forth in Section 9 .1. '"\ Veb Platfor m" shall mean an), site or platform emanating from the world wide web {including QVC,l;llmlor other electronic means and owned or operated by ADM, QVC, or any wholly-owncd Un ited States based subsidiary ofQve. which offers products andlor services for sale. "Web PlAtform Net Sales" is deJined as. with respect to any given zip code, the dollar amount of !.he gross sales of all products and/or services \\'hich are ordered and paid for by residents or such zip code fro m QVC.com Qr other Web Platforms and delivered, accepted and not returned. which producL" an dlor sen.·ices were presented on Lhe Retail Service during the 24 bour period prior to the sale. and for which products andlor services no commission, royalty or fec is paya ble to a third party on account of such ~ale . less discount" returns. all owances, cha.rgebacks. bad debts, taxes. and shipping and handling. The sale of any proJuct or service that was presented on both the Retail Service and the Additional Retail Service within lht! same 24 hour period shall be included in the calcul:ltion of Web Platform Nel Sales and not in the calculation of Additional Web Platform Net Sales. Other terms used in this Agreement are de tined lhroughoullhe Agreement.

2. RICHTS ANU MINIMUM CARRIACE COMMITMENT 2.1 Suhject to the lcnns and conditions o f this Agreement, ADM hereby grants to DISTI!lBlJTOR, and DISTRIBUTOR hereby acCLl'ts. for iL,elf and as agen, "f'he LICENSEES a limited. n o n~ c)( clu sive. n(}n~t rans fcrable right during the Term o f this Agreement to (a) distribute the Retail Service an d 'he Additional Retail Service '0 subscribers of mSTRIBUTOR and the LICENSEES in an analll8 an J /ur digital (including HD) formal or any other format (or combination of lormats). such distribution 10 be by mcun5 of Distributor Systems located in the Territory lo r the benefit of the subscribers to such

15900'1 4 Distributor Systems located in the Territory and (b) receive. transmit and distribute the Retail Service and the Additional Retail Service over the in lernet or any other platfonn for viewing by Authenticated Subscribcr!;. 2.2 (al DISTRIBUTOR and the LICENSEES .hall distribute the R.lail Service OVCI' all of the Di!itributor Systems on a Full·Time basis throughout the Term of this Agret:ment to 1000/0 of lheir subscribers. In addition. III all limes during the Tenn of this Agreement. at least 95% DISTRIBUTOR·, and LICENSEES' subscribers shall receive the Relail Servico on each General Entertainment Area Channel Location or on each Broadcast ,,\rea Channel Location, or on both of each General Entertainment Area Channel Location and each Broadcast Area Channel Location. (b) In addilion 10 Ihe obligations described in Seclion 2.2(0), from and aRcr Ihe first anniversary of Ihe Effective Dal. unlil the end of the Tenn, DISTRIBUTOR and LICENSEE shall make available :1.10 part of all service plans that include any HD channels., the Retail Service in HD formal on a Full·Timc basis to 90% or more of their subscribers. (c) In addilion 10 all olher obligalions and commitments of DISTRIBUTOR and Ihe LICENSEES under this Agreement with respect to the Retail Service, if at ilny time during the Term, DISTRIBUTOR andlor any LlCENSEE(S) distribule(s) HD programming networks or channels in a Dislribulor System, DISTRIBUTOR or such LlCENSEE(S) sha ll also carry Ihe Retail Service in HD formal in su(;h Distributor System (i) on a General E;ntcrtainment Area Channel Location within the HD General Entertainment Arca if the Retail Service is carried on a General Entertainment Area Channel Location within the analog or SO General Entertainment Area in such Distributor System or (ii) on a Broadcast Area Channel Location within the HO Broadcast Area if the Retail Service is carried on a Broadcast Arca Channel Location within the analog or SD Broadcast Area in such Distributor System. (d) In addilion 10 all olher obligations and commilments of DISTRIBUTOR and the LICENSEES under this Agreement with respect to distribution of the Retail Service, and in consideration of lhe paymcnL' made by ADM 10 DISTRIBUTOR under Seciion, 4 and 10 of this Agreement. DISTRIBUTOR and LlCENSF.ES shall distribule the Addilional Retail Service over all of Ihe Distributor SY 5 lcm~ on a Full-Time basis thnmghout the remaining Term of this Agreement. The Additional Retail Service s hall b~ induded In at least the most widely distributed level of SO formal service in all Distributor Systems. The Additional Retail Service shall be distributed in each Distributor System on n channel location that is within a tier of generally avai lable and yicwcd progranllning channels. By way of example, the Additional Retail Service may not be distributed on a channel location th3t is within a group of. or adjacent to. premium or music choice chilnnels. (el On Ihe Effeclive Date, DISTRIBUTOR shall deliver 10 ADM Exhibit A. which shaH set forth. among other things, as of the Effective Date. u profile of each Distributor Syslcm 1 including the nume or such System (broken down by area served or other applicable designation), the city, state. current nunlber or General Entertainment Area Retail Service Subscribers, Broadcast Area Retail Service Subscribers and subscribers recei\-'ing the Retail Service in HD fonnul for eo.ch zi p code, the channel lineups (including the channel location for the ReLail Service and the anticipated channel location for the Additional Retail Service) in each Distributor System, indicating the Retail Service channel location dassilkations (i.e., Gent:ral Entertainment Area Channel Locution or Broadcll.'it Area Channel Location) ~lpplicablc to each such channel location for the Retail Service. and [he form3t in which the Retail Service and the Additiona.l Retail Service appear or will appear on each such channel locution. 2.3 LICENSEES may add the Retail Service or the Additional Retail Service to any Systcl1l(s} nut li sted on Exhibit A only with ADM's prior written approval, such approval to be requested by completing and submitti ng to ADM an Amendment to Exhibit in the fQrm provided by ADM from time to time. Upon such approval by ADM. such :additional System shall become a Distributor System subject 1o all of Ihe lenns and condilions of Ihis IIgr.:ement nnd DISTRIBUTOR and the LICENSEES shall distribute the Retail Service Ilnd the Additional Retail Service, in such additional Systems in accordance with the tcnl1S and conditions of Ihis Agreement for the remainder of the Term. To the extent that any additional Distributor System qualities lor a Channel Position Payment, DISTRIBUTOR will be paid in accordance with the terms uf Sectiun 10 of this Agreement. Euch Amendment to Exhibit submitted by DISTRIBIJTOR shall become effeclive only when approved by ADM, as evidenced by its execution and dcJi\'cl)' to DISTRIBUTOR of a counterpart copy thereof.

159004 5 2.4 The Producer may. from ti'me to time in its discretion. alter or vary the production or program f(mnat or program content of the Retail Service or the Additional Retail Service, or the types or lines of products or services offered ror sale by the Retail Service or the Additional Retail Service, so long as the Relail Service and the Additional Retail Service remain televised shopping services. DISTRIBUTOR and all LICENSEES shall distribute the Retail Service and the Additional Retail Service in its cntirety. without any editing. delay, addition, alteration, or deletion. 2.5 In addition to all other obligations and commitments of DISTRIBUTOR and the LICENSEES under this Agreement with respect 10 distribution of the Retail Service, if DISTRIBUTOR or any LICENSEE shall distribute or desire to distribute more than one electronic retailing programming network or channel or h:levised shopping programming network on the same channel location at the same time (a "Shopping Mo.alc"), DISTRIBUTOR and any such LICENSEE shall include the Retail Service and the Additional Retail Service therein. ADM shall have the right. in preference 10 the other programming networks displayed or to be displayed on each Shopping Mosaic, to designate the placement "... ithi n such Shopping Mosaic where the Retail Service and the Additional Retail Service will be displayed. DlSTIUBUTOR shall notilY ADM in writing of each Shopping Mosaic it or the LICENSEES propose to establish. as soon as reasonably practicable and in any event at least ninety (90) days before beginning operation of the Shopping Mosaic. specifYing the particular Distributor System, the challnellocations and the othor programming networks expected or proposed to be involved. DISTRIBUTOR andlor the LICENSEES shall have the right to discontinue a.ny Shopping Mosaic at any time. 2.6 In addition to aU other obligations and commitment'; of DISTRIBUTOR and the LICENSEES under th is Agreement with respect to distribution of the Retail Service and the Additional Retail Service. if DISTRIBUTOR or ilny LICENSEE distributes ten or more programming channels utilizing any other means of distribution to an end·user (an "Alternate Plarfornl"). DISTRIBUTOR and any such LICENSEE shall include the Retail Service and the Additional Retail Service in such Alternate Plalform. The location of the icon or the channel position used to acceSS the, Retail Service in such Altemate Platform shall be in an area which includes at Icast live: (5) of the top twenty (20) Highest Rated programming networks that arc nol genre-based and such icon or channel shall not be the tir~t or last icon or channel in such directory. DISTRfBUTOR andlor the LICENSEES shall have: the right to discontinue any Alternate Platform at an)' time. 2.7 The Retail Service or the Additional Retail Service broadcast in tiD format may, in ADM's or Producer's w le discretion. contain a graphical box on the screen adjacent to the live broadcast (the "Sidebar"). which graphical oox may contain, among other th ings: (i) general information about QVC, the Retail Scrvil:c or the Additional Retail Service anellor (ii) additional products offered for sale. 2.8 Except for a DISTRIBUTOR's or L1CENSEE's distribution ofa Shopping Mosaic which includes the Retail Service, DISTRIBUTOR shall not, and shall not permit any LICENSEE to, (aJ distribule the Retail Service on any channel localion within a Distributor System that is one (I) of lhree (3) adjacent channels or programming locations primarily dedicated to electronic retailing or televised shopping services (other than the Additional Retail Service). in either an analog. digital, or HD fonnat, or (b) distribute the Retail Service within a shopping tier (or similar genre type), programming gr.oup or neighborhood in either an analog. digital. or HD format. By way of example, if (A) two other televised shopping channels (other than the Additional Retail Service) are on channels 201 and 202, and (B) the Retail Service is on channel 200, then DISTRIBUTOR AND LICENSEE would not be in compliance with this Section 2.8. Additionally. by way of example, if tA) two other televised shopping channels (other than the Additional Retail Service) arc on channels 205 and 206. (8) the Retail Service is on channel 200. and (C) ther< i< no programming on channels 201 through 204, then DISTRIBUTOR and LICENSEE would not be in compliance with this Section 2.8.

J. TERM AND TERMINATION 3. ' The "Term" o r this Agreement shall commence on the nrst day (the UEffectivf Date") of the calcndJr month following the dale of this Agreement and. unless extended in accordance with its terms ur sooner lerminated in accordance with Section 3.2 or another provision of this Agreement. shall tenninate six (6) ycars (the "Initial Term") after the EtTcctive Dute; provided that the term of this Agreement shall be automatically extended for successive

159004 6 Cllcctive Date and each subsequent one (I) year anniversary thereafter unless either party delivers wrilten notice of non~extensjon to the other at least ninety (90) days prior to the end of the. thcn~currcnt period. 3.2 ,'OM may terminate this Agreeml.'fIt, ef(e..:livc immediately, by giving DISTRIBUTOR "vrith:n notice of h::rmination (a) if OISTRIBUTOR or any LICENSEE Jili ls in ony respect to adhere to it'i ..:arriugc and channel positioning obligations with respect to the Retail Scrvicl! or the Additional Retail Service hereunder or (b) if DISTRIBUTOR or any LICENSEE fails in any resp.ctto adhere to ilS carriage and channel positioning obligations with respect to the Retail Service or the Additional Retail Service hereunder as a result of a Force Majeure Event which lasts for more than 30 days or (c) if any information or statelm:nt contained in a Monthly Updated Subscriber Report or Annual Updab:d Subscriber Reconciliation delivered to ADM hereunder shall be untrue in any material respect as of the date of such rePQrt. In addition, either ADM or DISTRIBUTOR may tenninate this Agreemen~ if the other party breaches or fails to perlomt any other term or provi sion of this Agreement not set forth in the immediately preceding sentence in any material respect and such breach or default remains uncured for thirty (30) days after written notice fro m the non-breaching party to the breaching party; provided, however, that ... D1 STHIBUTOR shall nnt us~ thl! cure right in this Section 3.2 as a wuy to fru strate or circum vent its ohli gations wi th respect to the Retail Service or the Additional Retail Service. Any termination by ADM or DI STRIBUTOR under this Section ] ,2 shall be without prejudicc to any and all rights and remedics it may have under this Agreement or at law or in equity.

4, COMMISSION RATE AND PAYMENT 4, I Upon ADM's receipt or DISTRIBUTOR's report in the fo nn of Exhibit A hereto. ADM shall hegi n tracking sales made in the zip c{)des li sted on Exhibit A. Tnereafier, each calendar monlh during the Term of this Agreement. in consideration of DISTRIBUTOR's and LICENSEES' performance of(and subject to all ,,(,DISTRI BUTOR's and LICENSEES' compliance with) all of the DISTRIBUTOR's and LICENSEES' obligations under thL, Agreement. ADM shall pay to DISTRIBUTOR, with respect to each zip code listed on Exhibit A. an amount (the '~ Commfssion ") equal to five percent (5%) of the Net Sales. luur percent (4%) of the Web Platform Net Sales) five percent (5%) of the Additional Net Sales, if any . and four Jlf!rcen t (4%) of the Additional Web Platform Net Sales, if any. attributable to each such zip code during such month: provid.;d. howl..-vcr. that if. wi th respect to any such zip code. DISTRIBUTOR and/or LICENSEES and any one or more orner distributor(s) transmit the Retail Service or the Additional Retail Service to res idents of ~u c h zi p code. the Commission attributable to such zi p code shall be allocated among all such distributors in accordance with Section 4.2. Commissions on products sold solely lhrough the Si debar. if any. shall be calculated and paid by ADM to DISTRIBUTOR in the same manner as commissions paid on net sales through the Retail Service as described in this Section 4. with such commissions bei ng allocated among only thos~ di stributors thut carry thl: Retail Service or the Additional Reiai l Service, as applicable, in HD format in 3 given zi p code, provided that DISTRIBUTOR provides to ADM a report stating tht: number of subscribers receiving lhe Retail Service or the Additional Retail Scrvil'e in HD format in the relevant zip codc(s). Such report shall be upduted at the same intervals as the uther subscribcr reports set forth herein. 4,2 For each zip code listed on Ex hibit A with respect to which O1STRIBUTDR and/or LICENSEES and any Qnt or more other distributor(s) transmit the Retail Service or the Additional Retail Service to resident.'! of such zip code, ADM will allocate the Commission attributable to such zip code in its reasonable di scretion among all such distributor(s) based on factors such as the number of subscribers that DISTRIBUTOR. the LICENSEES and such other distributor(s) have in that zi p code, whether a given distrihutor distributes the Additional Retail Service. the numher of hours per week each distributor transmits the Retail Service or the Additional Retail Service, the means by \,,·hich the Retail Service or the Additional Retail Service is transmitted to residents and other factors deemed re levant by ADM in its sole di!'crction; provided. th at Additional Nd Sales with respect to any zip code shall be allocated only to distributors that distribute the Additional Retail Service in such zip code. Notwithstanding anything to the contrary contained in this Agreement, nothing set forth in this Agreement shall require ADM to pay a tulol commission (to DISTRIBUTOR. LICENSEES and all other distributors of QVC's shopping service) in excess of 5% of Net Sales. 4% of Web Platform Net Sa l~ s. 5% of Additional Net Sales and 41% of Additional Web Pl atform Net Sales attributable [0 an)' given zip code. In addition. notwithstanding anything cunlaint.'d in this Agreement to the contrary, to thl! extent DI STRIBUTOR and/or any LICENSEE

159004 7 distributc(s) the Retail Scrvh:e and/or the Additional Retail Service in accordance with the terms of this Agreement to any subscriber on more than one channel (i ncluding, without limi tati on, the transmission of the Retail Service in HD format). or by more lhlln one means (e.g .. television cable transmission and internet service). such subscriber shall only be counted once when dercnnining th e number of subscribers receiving the Retail Service and the Additional Retail Service for all purposes of thi s Agreement. including calculations oflne Channel Po~ it io n Paymenland allocations of Commissions within z ip cooes. 4.3 The amount of the Commission shall be computed cach calendar month and shall be payable to DISTRIBUTOR by the thirtieth (30th) day rollowing. the elld of such month. Each such payment shall be accompanied by a commission report summarizing the basis for the amount of the Commission payable for the month in question. 4.4 During th< Term of this Agreement, DISTRIBUTOR shall complete and submit to ADM, on a calendar month basis. a Monlhly Updated Subscriber Report. Each Monthly Updated Subscriber Repon shall be due withi n thirty (30) days aner expiration of the applicable calendar month, commencing with the lirst full calendar month immediately following the Effective Date. In the ev ent DISTRIBUTOR Ihil s to provide any of stich Monlhly Updated Subscriber Reports, ADM shall be entitled, ror purposes of computing and allocating the Commission payable to DISTRIBUTOR under th is S~tion 4, to make upward or downward adjustments to the number or General Entertainment Area Retail Service Subscribers or Broadcast Area Retail Servi ce Subscribers fo r the appli cable Distributor Systems and residents receiving the Retai l Service or the Additional Retail Service in the applicable zip codes, taking into account any overbuilding or other distribution attributed to such zi p codes. an)' information provided by olher distrihutors. the means hy whi ch the Retail Service or the Additional Retail Service is delivered to residents in the applicable zi p codes and/or any other ractors deemed necessary or appropriate by ADM in its sole discreti

4.5 Notwithstanding anything to the contrary contained in lh is Agreement, no Comm is~io n5 shall be payable by ADM to DISTRIBUTO R lor any zip code served by a Distributor System with respect to any month unless sut.:h Distributor System is reflected on ADM's records on the last day of such month as directly or indirectly owned or controlled. or being under common control with, DISTRIB UTOR. DISTRIBUTOR and the LICENSEES hereby represent and warrant that they directly or indirectly own or control, or arc under common control with, each Distributor System as of the date such Distributor System is inc luded on Exhibit A and DISTRIBUTOR shall promptly notilY ADM in writing or any subsequent Transfer o f such Distributor System.

5. PROMOTION/ENHANCED SERVICES

5. 1 ADM also may supply. from time to time and at ADM's expc05ct th irty-second (:30) promotional announcemcnL.. . which DISTRIBUTOR and the LICENSEES shall distribute. at no additional charge to ADM, nn local avai ls. on channels other than channels carrying the Retail Service. the Additional Retai l Service or other ADM servicc(s). at least 250 times monthly, in each of the Distributor Systems, during the l"erm, as follov.·s: (3) such promotional announcements shall be distributed on channels which carry programming networks that arc among the top twenty (20) Highest Rated programming networks or such other channcl5 as, agreed to by ADM; and (b) such promotional announcements shall be distributed between the hours of9:00 a.m. and 12 midnight (local time in each System), with such distribution spread evenly across such time period. Upon request by AD M, DISTRIB UTO R (including any LICENSEE) and ADM shall cortsult in good fa ith on Lhe exact placement of such promotional announcements.

159004 8 5.2 At no addilional char~e to ADM, DISTRIBUTOR and lhe LlCENSEESshall take such steps as are necessary to include the Retail Service's and the Additional Retail Service's scheduled show titles und show dl~criptions on any electronic or other programming guide of DI STRIBUTOR and the LICENSEES. 5.3 In lhe evcnl ADM offers video on demand conlenl ("QVC VOD") 10 DISTRIBUTOR andlor any LICENSEES, and DISTRIBUTOR andlor any LICENSEES offer(s) video on demand conlent (trom all

6. TRADEMARKS 6.1 DISTRIBUTOR, on b

7. REPRESENTATIONS AND REMEDIES 7. 1 ADM. on one hand. and DISTRIBUTOR and the LICENSEES on the other hand. each represent and warrant to the other that: (a) it ha., the authority to .:nter into this Agrecmtntj (b) there are no rc strictioll!li. ilgrccmcnts or limitations on its ability to perform a.1I of its respective obl igat ions hereunder; and (~) it will use reasonable efforts to maintain 11 high quality afsignal transm ission of the Retail Service and the Additional Retail Service. DISTR IBUTOR and the LICENSEES further represent and warrant lO "DM that (i) DISTRIBUTOR is authorized [0 execute thi s Agreement and act as agent hereunder on behalf of any and all LICENSEES, each of which shall be bound by this Agreement and (ii) any System of DISTRIBUTOR or any LICENSEE that will carry the Retai l Service, as of the Effective Date whether pursuanl lo this Agreeme nt or otherwise. is listed on Exhibit A to litis Agreement. 7.2 DISTRIBUTOR and the LICENSEES understand and agree that agreements will be entered into bt:tween ADM and others in reliance upon the performance of the material provisions of this Agreement. that ADM will incur expenses in reliance upon DISTR IB UTO R's and LICENSEES' performance of suc h material provisions and that in (he event DISTRIBUTOR or any LICENSEE fails or refuses to perform its material obligations hereunder, including failure to carry the Retuil Service or the Additional Retail Service in accordance with the provisions of this Agreement) the damages to ADM, Pmducer and such others will be material. DISTRIBUTOR and the LICENSEES further understand and agree that because of ADM's and Producer's investment in marketing and promotion of the Retail Service and the Additional Retail Service and the resulting valu e of the customers the Retail Service and the Additiona l Retail Service has gai ned from that investment, no other Systcm(s) can be adequately substituted for a Distributor System which has been carrying the Retail Serv ice or the Additional Retail Service. Accordingly. the rights created by this Agreement and granted to ADM and Producer shall allow ADM and Producer to seck and obtain spccitic perfo rmance of (or olher equitable relief to enforce) the obligation, of DISTRIBUTOR andlor LICENSEES h ereun~cr, including but not limited to carriage of the Retail Serv ice and the Additional Retail Service on all or the Distributor Systems and carriage on channel positions required by this Agreement, as the parties undcrsuand and agree Lltat monetary damages will not adequately anord complete recovery to ADM or Producer.

15 9004 9 7,3 The rights and remedies provided in this Agreement shall be cumulative and shall not preclude the assertion by either party hereto of any other rights or the seeking of any remedies, whether available allaw or ettuity. against the othc:r party hereto.

8. INDEMNIFICATION &.1 ADM shall indemnify DISTRIBUTOR and the LICENSEES and hold them harm I... rrom and against any and all claims, damages, liabilities. costs and expenses made by third parties not controlled by, controlling. or under common control with DISTRlBUTOR (including, without limitation, any suit or proceeding instituted against a DISTRIBUTOR or any LICENSEE fo r slander, defamation, product li abil ity , invasion of privacy rights. invasion of property rights. any cla im for music rights fees, or any act of copyright infringement under Titlt: 17 U.S.C, or under applicable state law) (collectively ··Claims·'), including reasonable auomeys' fees inl.'urrcd in connection therewith, arising di rectly from the content or the Retail Service and the Additional Retail Service distributed by LICENSEES in accordance with the terms of this Agreement to the extent such Claims are not caused by acts or omissions of DISTRIBUTOR or any LICENSEE that are not authorized in "Titing by ADM. 8.2 DISTRIBUTOR and the LICENSEES. on one hand, and ADM , on the other hand, shall each indemnify and hold harmless the other and their respective affiliates. ofncers, directors. employees and agents from and against any and aU liabilities. claims. costs~ damages and expenses. including reasonable attorneys' fees. arising out of any breach or claimed breach by such other party of any representation, warranty or obligation pursuant to this Agreement. S.3 The party entitled to indemnification hereunder ("Indemnified Party") shal l promptly notify the indemnifying party ("Indemnifying Party") in writing of the claim or action for which such indernnilication applies. and give the IndemnifYing Party an opportunity to defend or settle the same with counsel of its choice and at it" expense. The settlement of any such claim or action by the Indemnilicd Party pl'ior to giving the Indemnifying Party such opportunity or while the Indemnifying Party is providing an appropriate defense. without the Indemnifying Party's prior \\1'itten consent. will release the Indemnil) ing Party from its obligations hereunder with rC5pect to such claim or BClion so settled. The Indemnified Party shall fully cooperate in connection with such defense. If the Indemnifying Party fails to dcTend said claim or action within a reasonable time. the Indemnified Party shall be entitled to assume the derense thereof. upon prompt written nolice to the Indemnifying Party. and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party.

9. SALE OR TRANSFF.R OF SYSTEMS 9.1 In the event that DISTRIBUTOR or any LICENS EE desires to sell or transfer (. ·'Tronsf.r") all or substantially all of DISTRIBUTOR's and LICENSEE's interest in the Distributor Systems. or in the event DISTRIBUTOR or any LICENSEE desires to Transfer one or more individual Distributor Syslcm(s), on which the Retail Service or the Additional Retail Service is being transmitted pUI'Slia nt to th is Agreement (such transferred System being referred tu herein as. a "Transferred System"). then prior to such Transfer. DISTRIBUTOR andlor the LICENSEE shall usc its best efforts to cause the: transferee of such Transferred Systcm(s) to execute and deliver to ADM an instrument or instruments satisfactory in form and substance to ADM, confirming thut the transtCrec~ with respect to the Transferred Systcmts). agrees to continue curriage of the Retail Service and the Additional Retail Service on the terms set forth herein1 to assume all applicable obligations of DISTRIBUTOR and the LICENSEES under this Agrcemt."f1t and to be bound by all applicable terms of this Agreement. Unless ADM obtains a satisfactury wrincn agreement with !.he transferee, prior to the Transfer, without ::my additional payment to transferee fo r such carriage and/or channel positioning (other than the Commission), DISTRIBUTOR shalt surrender to ADM ull Channel Position Payment fees previously received fro m ADM with respect to the Transferred System(, ) as rollows: DISTRIBUTOR shall pay to ADM, within five (5) busines., days ancr the Transrer and by wire translcr Qr immediately available fllnt.is to nn account designated by ADM. an amount in cash equal tn the product of (1\) u fruction. the numerator of which is the number of days remaining from the dale or Transfer of the Transferred Systcm(s) until and including the expiration date of the Initial Term, and the denominator of which is the number of days from the EOective Date of this Agreement (or the date on whic h a payment \vas made pursuant to Section 10. as the case may he) until and including the expirJtinn

10 ~al. oflh. Inilial Term. mUltiplied by (6) the amount of cash previously paid by ADM to DISTRIBUTOR pursuant to the provisions of Section 10 of this Agrecmcnl with respect to the Transferred Systcm(s). 9.2 Subject lo compliance by DISTRIBUTOR with its obligations under lhis Section 9 in connection with a Transfer of Distributor Sy~tcm(s). LICENSEES shall not be deemed to be in breach of this Agreement solely by reason of such Transfer(s}.

10. CHANNEL POSITION PAYMENT 10.1 ADM shall pay to DISTRIBUTOR a one-time payment (lhe "Channel Position Payment") in all amount equal to (a) the product of 51.00 multiplied by the number of General Entertainment Area Retail Service Subscribers on the Etlcctive Dale (the "General Entertainment Area Channel Position Payment") Jllill (b) $2.00 mulliplied by lh. number of Broadcast Area Retail Service Subscribers on the:: Effective Date (the ·'Broadcast A.rea Channel Position Payment"). The Channel Position Puyment \\o'ill be paid upon receipt by ADM of written notification and satisfactory written substantiation. in the lorm of Exhibit A, on the EtTective Date. 10.2 On a date which is the one year anniversary of the Effective Date and each consecutive anniversary Ihereafter during the fnitial Term the number of General Entertainment Area Retail Service Subscribers and Broadcast Area Retail Service Subscribers shall be ascertained for purposes of adjusting the Channel Position Payment (each such anniversary date shall hereinaner be n:ferred to as "Annual Adjustment Date!") using the Annual Updated Subscriber Reconciliation required for the one year period ending on thl! Annual Adjustment Date. The Annual Updated Subscriber Rtconciliation shalt be completed and submitted to ADM within th irty (30) days after each applicable Annual Adjustment Date. Notwithstanding anyth ing contained in this Section 10 to the contrary. for purposes of rhe first Annual Adjustment Date. the Effective Date wilt be used for purposes of c..'ilablishing the previous Annual Adjustment Date. 10.3 (a) If on an Annual Adjustment Date, the number of General Entertainment Area Retail Scrvil:c Subscribers in the Distributor Systems is less than Lhe number of General Entertainment Area Retail Service Subscribers in the Distributor Systems on the immediately preceding Annual Adjustmcnt Date (the amount by which the number of General Entertainment Area Rdail Service Subscribers so dccrca:'icd being the "General Entertainment Area Retail Service Subscribor Shortfall" ), DISTRIBUTOR shall pay lo ADM an amount equal to the product of (I) Sl.oo, ~ (ii) the General Entertainment Area Retail Service Subscriber Shortfall. !i.!:n.n (iii) a rraction ~ (he numerator uf which is the number of days from such later·in-timc Annual Adjustment Date to the end of the Initial Term and the denominator of which is the total number of days in the Initial Term. (b) If on an Annual Adjustment Date. the number of Broadcast Arl!3 Retail Service Subscribers in the Distributor Systems is less than the number of Broadcast Area Reulil Service Subscribers in the DiMribulor Systems on the immediately preceding Annual Adjustment Date (the amount by which the number uf Broadcast Area Retail Service Subscribers so decreased being the "Broadcast Area Retail Sorvic. Sub.criber Short£.U"l, DISTRIBUTOR shall pay lo ADM an amounl equal to the producl of (i) $2.00. limes (ii) the Broadcast Area Retail Service Subscriber Shortfall. ~ (iii) a fraction, the numerator or which is the number of days from such later.. in-time Annual Adjustment Date to the end of the Initial Term ilnd the dCl10minatnr of which is the total number of days in the Initial Tenn. 10..& (a) If on an Annual Adjustment Date. the number of General Entertainment Area Retail Service Subscribers in the Distributor Systems is more than the numhL"r of Gl!tlc:ral Entertainment Area Retail Scrvi<:e Subscribers in the Distributor Systems on the immediately prl!ceding Annual Adjustment Date (the amount by which the number of General Entcrtainment Area Retail Service Subscribers so increased being the "General Entertainment Area Retail Service Subscrlbrr Incro.. o '·), ADM shall pay to D1STRHlUTOR 3n amoun' equal 10 the product of (i) SI.OO, ~ (ii) lhe General Entertainment Area Retail Service Subscriber Increase, .t.im£s. (iii) a fraction, the. numerator uf which is the number of days from such later-in-time Annual Adjustment Date to the end of the In itial Term and the denominator of which is the total number of days in the Initial Term. (b) If on an Annual Adjustment Date, the number of Broadcast Area Retail Service Subscrihers in the Distributor Systems is mon: than the number of Broadcast Area Retail Service

1591104 II Subscribers in the Distributor Systems on the immediately preceding Annual Adjustment Date (the amount by whit::h the number of Broadcast Area Retail Service SubscriberS so decreased being the "Broadcast Ar•• Rtf.1I S .... I<. Sub,crlb.r Incr...... ). ADM shall puy to DISTRIBUTOR an amount equal to the product of (i) $2.00, times (ii) the Broadcast Area Retail Service Subscriber Increase, limes (iii) a fraction, the numerator of which is the number of days from such later~in .. time Annual Adjustment Date to the end of the In itial Term and the denominator of which is the total number of day,. in the Initial Term. 10.5 Within thirty (30) days after receipt of the Annual Updated Subscriber Reconciliation delivered with respect to an Annual Adjustment Date, ADM shall determine and notifY the DISTRIBUTOR of the net amount due either ADM or DISTRIBUTOR after calculating the amounts due each party under Sections 10.3 and 10.4 of this Agreement. If such detennination results in a net amount due DISTRIBUTOR, ADM will pay such amount to DISTRIBUTOR within ten (10) days after notice to DISTRIBUTOR or the net amount due DISTRIBUTOR. If such determination results in a net amount due ADM, DISTRIBUTOR shall pay such amount within ten (10) days after receipt of such determination from ADM by wire transfer of immediately available funds to an account designated by ADM, In the event DISTRIBUTOR fails to provide any Annual Updated Subscriber Reconciliation, ADM shall be entitled, for purposes of adjusting the Channel .Position Payment to DISTRIBUTOR under this Section 10, to make upward or downward adjustments to the number of General Entertainment Area Re:Lail Service Subscribers and/or Broadcast Area Retail Service Subscribers for the applicable Distributor Systems receiving the Retail Service and adjustments in the channel position in Distributor Systems, taking into account any overbuilding or other distribution in such zip codes, any subscriber information provided by other distributors or other third partie!, the means by which the Retail Service is distributed to subscribers and/or any other factors deemed necessary or appropriate by ADM in its sole discretion. DISTRIBUTOR, for itself and its LICENSEES, acknowledg~ and agrees that ADM shall have no liability for any inaccuracies in such adjusted subscriber numbers and/or channel positions and that such adjusted subscriber numbers and channel positions shalt remain the basis for future adjustments under this Section 10 (subject to additional adjustments by ADM. in its sole discretion) unless and until ADM receives an Annual Updated Subscriber Reconciliation from DISTRIBUTOR as required by this Section 10. Notwithstanding anything contained in this Section 10 to the conlrary. in the event DISTRIBUTOR provides any Annual Updated Subscriber Reconciliation to ADM after the 7111 day of the following month on which it is due, DISTRIBUTOR acknowledges and agrees that with respect to such annual period ADM may, but shall not . have any obligation to. adjust the subscriber numbers for such annual period. 10,6 Any rights ADM shall have under this Section 10 for repayment shall be in addition to any other rights and rcmt..-dies ADM may have for such failure to maintain the carriage and channel positioning requirements in accordance with the tenus of this Agreement. 10,7 (a) In addition to any other rights and remedies QVC may have, if DISTRIBUTOR or any LICENSEE fails to distribute the Retail Service or the Additional Retail Service in accordance with Section 2 hereof or othen.vise fails to adhere to any other carriage and channel positioning obligations with respect to the Retail Service or the Additional Retail Service hereunder (in any event, a "Non-Compllan« Event"), then DISTRIBUTOR shall surrender to ADM, within ten (10) business days after the Non-Compliance Event and by wire transfer of immediately available funds to an account designated by ADM, the Channel Position Payment (including any adjustments lhereto) previously received from ADM hereunder. on a pro rata basis (Le., reduced proportionately based upon the length of time then remaining in the Initial Term of this Agreement 8!1 compared to the length of time from the beginn ing of this Agreement or initial receipt of a pro rala payment, as applicable, to the end of the Initial Term of this Agreement), provided, however, that if DISTRIBUTOR or any UCENSEE laler comes back into compliance with all carriage and I.:hWlnel positioning obligations with respcct to the Retail Service and the Additional Retail Service, then within ten (10) business days of ADM's verification of such full compliance, ADM shall refund to DISTRIBUTOR a pro rata portion of the Channel Position Payment (including any adjustments thereto) returned to ADM by DISTRIBUTOR (i.e" reduced proportionately based upon the length of time that DISTRIBUTOR or LICENSEE were out of compliance), (b) In addition, effective immediately upon the occurrence of a Non-Compliance Even~ DISTRIBUTOR shall not be entitled to any Commission based on Web Platform Net Sales or Additional Web Platform Net Sales; provided, however, that if DISTRIBUTOR or LICENSEE later comes back into compliance with all carriage and channel position obligations (including those in Section 2), then t59004 12 DISTRIBUTOR shall again be entitled to a Commission based on Web PI.Uonn Net Sales and Additional Web Platfbnn Net Sales (in accordance with the tCI11'IS of this Agreement) commencing with ADM's verification of such compliance. Notwithstanding the foregoing and subject La ADM's rights under Section 3.2 hereunder. the remainder of this Agreement (including, but not limited to, the channel position requirements) shall remain in full force and effect in accordance with its terms.

II. MISCELLANEOUS II, I ADM (or Producer) shall remit any sales or use tax which ADM or Producer is required to collect and remit arising from the sale of goods or ~ervices on the Retail Service and the Additional

Retail Service. ADM and Producer shall not be liable for any excise, incomc9 franchise. corporate or other taxes. including any fees payable to local Ihlnchising authorities, which ilJ'e imposed upon or assessed against DISTRIBUTOR or any LICENSEE or System. or which are based upon or measured by revenues derived by any DISTRIBUTOR or LICENSEE !rom ADM. 11 .2 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law provisions and the parties shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of Delaware. Each of the parties hereto consents to service of process upon it by registered mail, return receipt requested, at its address set forth at the beginning or this Agreement. t 1.3 In the event any section. subsection, or provision oflhis Agreement is rendered null, void or othen.vise ineffective, the remainder of this Agreement shall remain in full force and effect. 11.4 This Agreement shall inure to the benefit of and be binding on the parties hereto (including present and future UCENSEES) and their respective successors, transferees and assigns; provided. however. that this Agreement shall not be assigned by either party without the prior \vrrtten consent of the other party. which consent may not be unreasonably withheld. provided further, however, thal no consent shaH be necessary in the event of an assignment to a successor entity resulting from a merger. acquisition or consolidation by either party or a~ignment to an entity under common Control, Controlled by or in Control of either party. In all cases of assignment or transfer of this Agreement as permitted herein. the assignor shall provide written notice to the other party of such assignment and the assignor shaJl remain liable tor its Obligations hereunder. For purposes of this paragraph, the term l'Control" means the power to. direct the management and policies of an entity, directly or indirectly. whether through the ownersh ip of voting securities, by contract or otherwise. Any assignment without the required consent or the non·... i gning party. shall be null and void and not enrorceable, DISTRIBUTOR and the LICENSEES acknowledge that this Agreement (a) is entered into by ADM for the express benC!tit of. and shall be enforceable directly by. Producer(s). and (b) shall not creote any rights in any other third parties. The obligations and liabilities of LlCENSEES hereunder shall be several, except thal the obligation and liability or DISTRIBUTOR with each other LICENSEE shall be joint and several. Notwithstanding anything contained herein to the contrary. all payments made to DISTRIBUTOR pursuant to Seclion 10 of this Agreement arc calculated and paid as set forth in Section 10 of this Agreement but deemed earned over the Tenn of this Agreement.

II .S Any notice required to be given hereunder shall be in writing and shall be det:m~d given or delivered (i ) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (ii) three (3) days .ner being sent by certified mail. return receipt requested and postage and fees prepaid, to the appropriate party at its address set forth above, or at such other address as may be given by due notice hereunder. (1.6 This Agreement (including the Exhibits to this Agreement) may be executed in several counterparts. each of which shall be an original, and such counterparts shalllogether constitute but one and the same inSLrumcnl. The parties may deliver this Agreement by facsimile or pdf signalure. and each party shall be pcnnittcd to rely upon the signatures so transmitted to the sam~ extent and eneet as if they were original signatures. 11 .7 No failure to exercise. delay in exercising, or single or partial exercise of any right. power or remedy by any party hereto will constitute a waiver thereof or preclude Wly other or further exercise of tht: same or other right, power or remedy.

1590Q4 13 11.8 Tb is Agreement (including ali Exh ibits hereto) sets forth the entire agreement between the parties conccming the subject matter hereof and supersedes any and all prior such understandings, rt:presemations ilnd agreements, whether wriuen or oral, with respect to such subject matter, This Agl'eement may not be modi lied or amended, except in a writing signed by both parties. 11.9 The execution or this Agreement shall not constitute a joint venture or partnership between the parties. 11 .10 Noith.r party shall be liable to (he other for fail ure or inability to perform hereunder if such failure or inability is caused by rcason oraet ofOod. act of war, labor dispute, bre3kdo\\n of facilities, accident, tire. Oood. tornado, hurricane. earthquake. legal enactment, government order or regulation, civil disturbance, failure in whole or in part of technica.l fadlities, or other similar cause beyond the party!s reasonable control (a "Force Majeure Event"). If the Retail Service andlor the Additional Retail Service is interrupted or di~conlinued as a result of a Force Majeure Event. then the affected party will promptly notifY lhe other party of the nature and anticipated length of continuance of such Force Majeure Event, and durin g su,h period both parties will he excused from performance hereunder to the extent performance is alle.ted by such Force Majeure Event. Without limiting the generality of the loregoing, if the Retait Service and/or the Additional Retail ServiCe on any Distributor System is interrupted or discontinued as a result of a Forte Majeure Event. then during the period of such interruption or discontinuance: 0) no Commissions or other commissions shall be payable hereunder with respect to sales to subscribers of the affected Distributor System, (ii) the Initial Term of this Agreement shall be lengthened by the period or such interruption or di scontinuance; and (iii) DlSTRIBUTOR shall refund to ADM, within 10 days of such in terruption or discontinuance and by wire transfer of immediate I), available funds to un account designated by ADM !.he Channel Position Payment (including any adjustmenlS thereto) previously received from ADM hereunder on a pro rata basis (i.e. reduced proportionately based upon the length of Lime [hen remaining in the Initial Term of this Agreement liS compared to the length of time from the beginning of this Agreement or initial l'Cceipl of a pro rata payment, as applicable. to the end of the Initial Term of this Agreement); provideJ however that upon cessation of such interruption or discontinuance (and provided that this Agreement is othenvisc in effect and subject to DISTRIBUTOR's and LtCENSEE's full compliance wilh the terms o f this Agreement) then within tcn (10) days of ADM's verification of such compliance. ADM shall relund to DISTRIBUTOR the Channel Position Payment so returned to ADM by DISTRIBUTOR on a pro rata basis (Le. reduced proportionately based upon the length of time the Retail Service and/or the Additional Retail Service was interrupted or discontinued as compared to the length of lime Irom the beginning of such interruption or discontinuance to the end of !.he Inilial Term of this Agreementl. DISTRIBUTOR or any LICENSEE shall have the right to terminate this Agreement upon nntkc to ADM if ADM is unable to broadcast the Retail St!rvice and the Additional Retail Service as a result or a Force Majeure Event ror a continuous period of ninety (901 days and upon such notice: (i) this Agreement shall tenninale, (ii) DISTRIBUTOR and LICENSEE shall eease distribution of the Retail Service and the Additional Retail crvice and shall no lonser be entitled to any Commission or other commission!;: and (iii) DISTRIBUTOR shall refund to ADM. within 10 days of such nOlice and by wire transfer of immediately available funds to an account designated by ADM. the Channel Position Payment (including any adjuslmenlS thcreto ) preViously receivcd from ADM hereunder. on a pro rata basis (i.c. reduced proportionately based upon the length of time then remaining in the Initial Term of this Agreement as compared to the length of time from the beginning of this Agreement or initial receipt of a prQ rata payment, as applkable, (0 the end of the Initial Term of this Agreement). In the event ADM terminates this Agreement in accordance with Section 3.2 due to 3 Force Majeure Event, then following such termination no Commissions o r other commissions shall be payable hereunder, and DISTRlBUTOR shall refund to ADM, within 10 days of such termination and by wire transfer of immediately available funds to an aCl:llunl designated by ADM. the Channel Position Payment (including any adjustments thereto) previously receivcd from ADM hereunder. on a pro rata basis (i.e. ~ reduced proportionately based upon the length of time then remaining in thl! tnitial Term of this Agrecment as compared to the length of lime from the beginning (If this Agreement or initial receipt of a pm rata payment. as applicable, to the end of the Initial Term orlhis Agreement). The parties shall each excrcise all rt!flsonable dlbrts to cure the Force Majeure Event and the causc thereof. 11.11 The parties agree that they, their representativcs and their employees will maintain the confidentiality ol~ and will not issue any press release or make any public announcement concerning, the

159004 14 terms and conditions of this Agreement and lhe transactions contemplated hereby. except as may be required by law. rule. regulation or application of any governmental entity or court order.

IN WITNESS WHEREOF, the parties have caused th is Distribution Agrecmcnt- Retail Service to be duly executed as of the abo~ date.

AFFILIATE DISTRIBUTION & MKTG., INC. WYAND01,E MUNICIPAL SERVICE for itself and as agent of each other LICENSEE By:.______By: ______

Name: ______Nwne: ______Tille:______Title: ------

159004 15 EXHIBIT A AFFILIATE Sales & Marketing) Inc.

A SUBSIDIARY OF QVC

Wyandotte Municipal Services 2014 QVC Incentive Proposal

Respectfully Submitted by Sarah Frampton 5.14.14

(This proposal expires in 90 days) Channel Position Incentive Options

. .

, ,",.~. .. ; •.• 0.,' ~ ~ . '-~- -- ~ ~-.!( .•• _.' I , ] '.. d,. 'r' .- ,,~ . • . • ,- "1 - ' .1 !,. 'r . , ~ ~ ,'~ , , . -.. , •, @lE:)c],tm:J:?rn'HH,rP ,:' , :~ ,$.Elsh~', ~ 'g nmmi~J'l!!sA .' ·',.'_'~I ! , .', .... "' ' j.,,~ J I!c r ~ 'lot •• - . ~, . ,. :1 ,~~ _ ..... ~Jf' . .,;;;. -" 'Cil-,X. __ .~: _~_,~ .1 ;-;...~iy~~~: -. " ___ __ ...... " .' '- ~ ':j~~_v", ~~ :r_~",JJt Broadcast Area QVC $1.00 per subscriber I

Broadcast Area QVCHD $1.00 per subscriber

General Entertainment Area QVC $0.50 per subscriber

QVCHD General Entertainment Area $0.50 per subscriber

iAll BA $2.00 per subscriber or· ~otals ~II GEA $1.00 per subscriber . or · Combination BA/GEA $1.50 per subscriber

' •...... •...... •...... •...... , ...... •.....

General Entertainment Area (GEA): Group of channels that includes 5 of the top 20 highest rated programming networks that are not genre based.

Broadcast Area (BA): 12 channel range that includes 3 of the top 4 broadcasters &: carriage above a top 4 broadcaster. e Summary of Incentives

la.'! i~f ~r-t!f:vi':¥.l.'~fJ1m. (41fl., I R. ttll Jijrp"h!Jl,;, .. a:.ltr~l'.T.

Broadcast Area Qve 1$1.00 per subscriber

Broadcast Area IQVCHD $1.00 per subscriber

otals II BA Subscribers = 7,100 $2.00 per subscriber =$14,200

QVC.com commission estimated earnings over the agreement term =$15,5 00" " (Based on current national average)

Total estimated value of incentives and .com commissions is - $29,700

.. ~ ...... •....••.•...... •...... ••...... •...... •..•. ..•...... •...... •..•.....••••..•. •. •.•...... ·Calculations are estimates; actual payment will be based on subscriber counts at time of signing. e Summary of Terms

• 5% QVC On Air Commissions

• 4% QVC.com Commissions (within 24hrs of On-Air)

• Carriage of QVC Plus

• 5% On Air Commissions

· 4% QVC.com Commissions (within 24hrs of On-Air)

• QVC cannot be one of three adjacent shopping networks

·6 Year Contract Term

• 100% carriage required

• 250 Cross Channel Promotion Spots per month • All other agreement particulars

.....~ •..•...... •....•..•...... •••..•...... ••.....•..•.•...... •...... •.....- ...•.•..•...... •.•.•••.•.••.•••....••.••..••••••..•.•.•••••...... •.•. Qve M onthly & Annual Revenue FY2012 to FY2014

QVC WMS Month Gross Sales Annual Total Net Revenue Annual Total 14-MaV $21,788.22 $1,089.41 Revenue 14-Apr $24,266.14 $1,213.31 14·Mar $24,425.71 $1,221.29 14-Feb $20,796.98 $1,039.85 14-Ja" $27,343.94 $1,367.20 13-Dec $35,621.12 $1,781.06 13-Nov $31,869.54 Actual thru May Projected FY2014 $1,593.03 Actual thru May Projected FY2014 13-0cI $24,700.87 $210,812.52 $316.218.74 $1,235.04 $10.540,19 $15.810.28

13-5ep 526,575.86 $1,328.79 13-Aug $24,769.61 $1,238.48 13-Ju l $22,946.93 $1,147.35 13-Jun $22,666.72 $1,133.34 13-May $28,702.00 $1,435.10 13·Apr $25,850.73 $1,292.54 13-Mar $24,750.00 $1,237.50 13-Fe b 524,242.75 $1,212.13 B -Jan $23,839.13 $1,191.96 12- Dec $36,636.63 $1,831.83 12-Nov $43,036.96 FY2013 $2,151.85 FY2013 12-0cl $29,490.37 $333,507.69 $1,474.52 $16,675.39

12-5ep $25,960.64 $1,298.03 12-Aug $25.886.12 $1,294.31 12-Jul $28,358.66 $1,417.93 12-Jun $28.254.00 $1,412.70 12-May $27.712.63 $1,385.63 12-Apr $30,754.25 $1,537.71 12-Mar $31,035.60 $1,551.78 12·Feb $28,459.67 $1,427.98 12-Jan $24,371.75 $1,218.59 ll-Dec $38,712.33 $1,935.02 11·Nov $44,046.49 FY20lZ $2,202.32 FY20lZ 11·0cI $35.243.05 $368,795.19 $1,762.15 $18.444.15 CITY OF WYANDOTTE - Department ofMunidpal Services REQUEST FOR COMMISSION ACTION

MEETING DATE: 7-14-2014 RESOLUTION # 07-2014-03

ITEM: AFFILIATE AGREEMENT FOR STARZ ENTERTAINMENT SERVICES

PRESENTER: Steve Timcoe@ INDIVIDUALS CONSUL TED: Rod Lesko, Paul LaManes V BACKGROUND: Wyandotte Municipal Services is in an agreement with Starz Entertainment, LLC for carriage of StarzlEncore programming. A renewal Affiliate Agreement with a greater variety of service offering options has been negotiated through the National Cable Television Cooperative (NCTC). This Starz Entertainment agreement will allow WMS continued carriage ofStarziEncore programming and is available with reasonable terms and conditions extending the agreement to December 31, 2020.

STRATEGIC PLAN/GOALS: Providing the public with friendly, responsive, reliable and customer focused services that are fiscally responsible.

ACTION REQUESTED: Authorize the General Manager to execute the Affiliation Agreement for Starz Entertainment Services as recommended by WMS Management.

BUDGET IMPLICATIONS: Projected Increasel(Dec:rease) in net income = $3,947.06. The projected annual FY2014 programming royalty expense is $25,435.90.

TMPLEMENTA TION PLAN: Execute Affiliate Agreement for Siarz Entertainment Services renewal via the NCTC. Obtain confirmation of execution from NCTC, print and place on file, along with the Programming Summary and Contract as record of officially executed document.

MAYOR'S RECOMMENDATION: A ;J;#?}/r7 - CITY ADMINISTRATOR REVIEW: ~

LEGAL COUNSEL REVIEW: Approved to Form - William R. Look, Attorney.

LIST OF ATTACHMENTS • Start and Encore Entertainment Services Summary • Projected ExpenselRevenue +/- • Rate Comparison RESOLUTION 07-2014-03:

RESOLUTION AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE AFFILIATE AGREEMENT FOR STARZ ENTERTAINMENT SERVICES WITH STARZ ENTERTAINMENT, LLC FOR ACCESS TO STARZIENCORE 'PROGRAMMING AS RECOMMENDED BY WMS MANAGEMENT;

BE IT ORDAINED BY THE MUNICIPAL SERVICES COMMISSION OF THE CITY OF WYANDOTTE, STATE OF MICHIGAN:

WHEREAS, Wyandotte Municipal Services desires continued carriage of StarzlEncore programming as part of the premium cable service lineup,

WHEREAS, Wyandotte Municipal Services is interested in entering into the Agreement for Stan Entertainment Services for carriage of StarzlEncore programming as part of the Premium cable lineup and is agreeable to the terms and conditions offered by Stan Entertainment, LLC, per the following rate schedule and terms (see attached rate comparison for greater detail),

Starz/Encore linear programming $7.887 ~7.907 ~7.926 ~7.946 ~7.9660 S7.9857 ~8.0054

Starz/Encore VOD I $0,90 1 $0.902 I $0.904 1 $0.9061 $0.90891 $0,9112 I $0.91341

Starz/Encore with VOD I $8,787 I $8.809 I $8.831 1 $8.853 1 $8.8749 1 $8.8969 I $8.9188 1

NOW, THEREFORE, BE IT RESOLVED by the Municipal Services Commission of the Municipality of Wyandotte, Michigan, that:

SECTION I: The General Manager is hereby authorized to enter into the Affiliate Agreement for Star~ Entertainment Services executed between Starz Entertainment, LLC and Municipality via the NCTC to enable Municipality to continue carriage of StarzlEncore programming via this agreement.

SECTION 2: That it is found and determined that all formal actions of this Commission concerning and relating to the passage of this Resolution were taken in an open meeting of this Commission and that all deliberations of this Commission and of any committees that resulted in those fonnal actions were in meetings open to the public, in compliance with all legal requirements.

SECTION 3: If any section, subsection, paragraph, clause or provision or any part thereof of this Resolution shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Resolution shall be unaffected by such adjudication and all the remaining provisions of this Resolution shall remain in full force and effect as though such section, subsection, paragraph, clause or provision or any part thereof so adjudicated to be invalid had not, to the extent of such invalidity, been included herein.

SECTION 4: This measure shall take effect and be in force from and continuing thereafter upon the earliest time allowed by law.

I move the adoption of the foregoing resolution.

MOTION by Commissioner______

Supported by Commissioner--:::-::--:=-==.,-,-:-:==-___-::-:--:-::-::-::- ______YEAS COMMISSIONER NAYS Sadowski Lupo Cole Alderman Hughes

ADOPTED this 14th of July, 2014

ATTEST:

WYANDOTTE MUNICIPAL SERVICE COMMISSION

By: ___-,,--_-:-- ______By:___ -=- ______President Secretary CONFIDENTIAL

Reference 0611612014

STAI(z AND ENCORE ENTERTAINMENT SF.RVICES SUMMARY

RIGHTS: 17 linear services, HD, VOD, TV Everywhere, In-home streaming

!.EB.M: January I , 2014 through December 31, 2020

SERVICES:

,. linear Services: Stan Encore Mov/aPlex Indleplex Multiplex Channels: Thematic Channel.: RetroPlex Stan Cinema Encore Action Stan Comedy Eneo", Black Stan Edge Eneorfl Classic Stan InBlack Encore Espa~ol' Starz Kids & Family Enco", Family' Eneo", Suspense Encore Westerns·

> HD Feeds: All linear services other than those marked with an • above are available as HD feeds

~ SMP (Starz Movie Pack): Stan combined with any of the 'Multiplex Channels' EMP (Encore Movie Pack): Eneo", combined with any of the ' Thematic Channels" SEMP (Starz Encore Movie Pack): The combined offering of SMP and EMP

PARTICIPATION AND OPT,IN:

> Pre-Existing PM. must opt in by July 18', 2014; Pre-Existing PM is any Participating Member in the prior 1991 NCTC - Starz agreement. [Note : the 2014 agreement is retroactive to January 1,2014 for Pre-Existing PM. regardless of opt-in date) .. New PartiCipating Members may opt in at any time subject to approval by Network (see Section 3(b)) , PMs must submit a System Site Survey for launches in Systems not previously carrying Services or if a PM materially modifies a System's architecture or security (See Schedule B to Exhibit 1) li- New Participating Members with a direct agreement for the Services may opt In if the direct agreement expressly permits early termination ·NCTC Is requesting that elections be made by July 18. 20U for administrative purposes. The agreement does allow for elections through JUly 30, 2014.

CARRIAGE and DISTRIBUTION REQUIREMENTS ).0 Pre-Existing PMs must continue to carry each Service (Linear, HD, VOD) carried on a System as of January 1, 2014; Packages may be modified and Services may be removed from packages. ... New Participating Members must carry any Service (Including HD feeds) that a System (including Acquired Systems) Is carrying, or was bound to carry, within the (90) day period prior to the date such PartiCipating Member elects into the agreement.

Linear Service Carriage Prioritjes~ ... Starz must be launched on a System before the launch of any Multiplex Channels; Multiplex Channels may only be distributed to subscribers receiving Starz ... Encore must be launched on a System before the launch of any Thematic Channels; Thematic Channel. may only be distributed to subscribers receiving Eneo", ~ Alternative Time Zones- Systems must carry the appropriate time zone of a Service and may launch alternative time zone feed(s) at no additional cost; deletion of alternative time zone feeds allowed

CONFIDENTIAL AND PRtVILEGED INFORMATION - NCTC MEMBERS ONL V This information is for reference only. Should discrepancies or errors exist. (he lenns of the Master Agreement prevaif. NCTC • 11200 Corporate Ave • lenexa, KS 66219 • Phone (913) 599 ~ 5900 • Fax (866) 628-2774 CONF I DENTIA L

Channel Positions- .. Pre-Existing PM. do not have any channel placement obligations ~ New Participating Member. shall map each launched HO Linear Service(s) to a channel number (i) in the neighborhood of other premium HO services (if grouped together); and/or (il) within the range of the corresponding SO Linear Services; and/or (iii) remap the MPEG Packet Identifier (-PIO").

Digital Migration- » Participating Members may migrate Services from analog to digital carriage under certain circumstance. - see Section 8(e)

HO Transition - ~ Participating Members may migrate carriage of SO Services to HO only under certain circumstances (see Section 4(c)). ). Participating Members must migrate the Services to HO if a system converts carriage of any other premium service provider to HO under certain circumstances (see Section 4(c))

Delete Right: ~ Participating Members may not delete a Service in any System once launched (with limited exceptions, see Sections 5 and 8) » Participating Members may remove a Service from a particular package (see Section 5(c)(iii))

PACKAGING:

~ SMP and EMP may be offered as separate and independent packages in a System. Encore Espano/ may be offered separate from EMP (see below). ). The Services (Including any packages containing the Services) may not be offered, promoted or characterized as "Free: -Complimentary" or "no-charge" offerings. ;. All Service packages must strictly comply with packaging requirements and restrictions

REQUIRED PACKAGES: A La Carte Premium Offering: If carried In a System, SMP or EMP (whether individually, or together as SEMP), or any of Encore Espanal, MovieP/ex, IndieP/eK or RetroP/ex must be offered on a 'premium' a la carte basis in such System (prominently available pursuant to a material and discrete subscription charge on a recurring time-basis (at least monthly)).

OPTIONAL PACKAGES: Additional Optional Service Package.: In addition to a la carte, Participating Members may offer the Linear Service(s) in anyone or combination ot the following packages:

• Premium Multi-Service Package: o Individually or any combination of SMP, EMP, SEMP, Encore Espallo/, MoviePlex, /ndiePlex and/or RetraP/ex In a multi-premium package or tier with other premium services such as HBO, Cinemax, Showtime, The Movie Channel, andlor EPIX (if EPIX Is offered as a premium). o Such multi-premium package or tier must be offered at a distinct and material subscription charge/retail price on a recurring time-basis (at least monthly).

• Non-Premium Multi-Service Package: o Individually or any combination of EMP, Encore Espano/, MovieP/ex, /ndiePlex, RetroP/ex, (andior, to extent approved by Network, SMP and/or SEMP) In a video-only package or tier that Includes any non-premium .ervlcels); provided that any such package is subject to the following:

1. The package must be located above or higher than at least two (2) other bona fide and generally widely-available video tiers. One such bona fide video tier must be an analog or digital -expanded basic" video service, or a tier Similar to EB that contains channels typically Included in a system's EB tier.

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY rhis lnformatkln is for rererenca only. Should discrepancies or errors exist, the terms of the MaSler Agreement prevail . NCTC. 11200 Corporate Ave. Lene)(~, KS 66219. Phone (913) 599·5900. Fax (866) 628~27704 2 CONFIDENTIAL

2. If any of Disney, FX, TBS, TNT and USA are offered on the relevant System, each non premium muni service package must be offered above, and at a higher retail price than, the lowest package(s) containing such channel(s).

ExcepUons:

- MoviePlex exception: Pre-ExisUng PMs may continue to offer MoviePlex in their second tier known as CPST in Systems carrying MovlePlex in CPST as of January 1. 2014 (or may remove MovlePlex from such level and place on a higher level). Network may require PMs to remove MovieP!ex from CPST on 45 days prior notice.

- Encore Espanal exception: Encore Espana! may be made available separate from EMP as part of any package of services specifically targeted and marketed to Latinos that is a buy through from a bona fide base package of services specifically targeted and marketed to Latinos (basic or lifeline doesn't qualify).

3. Each non-premium multi service package must be offered at a distinct and material retail price on a recurring time-basis (at least monthly) discernible to be separate from. and in addition to, the retail charge of a System's lower video tiers.

• Non-Video Bundled Offerings: o Any of SEMP, SMP, EMP, MoviePlex. /ndiePlex and/or RelraP/ex a la carte offerings bundled with non-video services (e.g., phone, broadband. security services, etc.) if: (il such non·video bundle includes at least a basic level of pay tv program service; and (iiI the products in the bundle are also Individually available to the System's consumers.

• Discounted Non-Video Bundled Offerings: o Any non-video bundled offering as described Immediately above may be eligible to pay the Bundled Discount Sub License Fee (see Exhibit 2) if: (I) the offering receives Network's prior written consent; and (Ii) the non-video bundled offering has preferred packaging & retail pricing compared to: (x) such System 's non-bundled offerings; and (y) the a la carte addition of such Service(s) to other bundled offerings.

• Bulk Offerings; o One or more Services provided 10 MDUs with other video services as a bulk-billed offering; an MDU must have the underlying Service (i.e .. SI8rz for SOD, Encore for EOD, etc.) to offer the 00 or TVE products.

ON DEMAND, TV EVERYWHERE and IN HOME STREAMING RIGHTS:

l> On Demand Servtces o Starz On Demand ("SOD") o Encore On Demand ("EOO") o MoviePlex On Demand ("MOD")

- Distribution Limrtation: 00 services may only be provided to subscribers receiving the corresponding linear Service - Participating members will pay Starz a fee for 00 service subscribers - No Charge From Member: 00 services may not be offered to subscribers at an incremental fee or charge other than the subscription charge for the un denying linear Service

CONFIDENTIAL AND PRIVILEGED INFDRMA TION - NCTC MEMBERS ONLY This information IS for reference only. Should discrepancies Of errors eldst. the terms of the Master Agreement prevail, NCTC. 11200 Corporate Aile. Lenexa, KS 66219. Phone (913) 599·5900. Fax (e66) 628-2774 3 CONFIDENTIAL

- PM Reports: PMs shall be have responsibility for reporting various 00 metrics to Network (see Section 7(a)(v» - 00 Content: Consists of multiple sub-offerings with varying numbers of hours - PMs distributing 00 services should review Exhibit 3 for technical and other requirements

.. TV Evervwhere Services

o Starz Play (Network's appslWebsites) and Starz Online TVE (PM's apps/websites) (collectively "SOL "l, o Encore Play (Network'. appsIWebsites) and Encore Onlina TVE (PM'S appslwebsites) (collectively ' EOl') o Mav/aPlex Play (Network's appsIWebsites) and Mov/aPlex Online TVE (PM's appslwebsltes) (collectively ' MOL')

- PM Hosted TVE Platforms: TVE rights include authentication to a Participating Member'. apps and websites under certain c~cumstances and subject to certain restrictions . See Section 3(a) - PM Reports- New detailed reporting is required. Network may also request once per year that the PM's CFO (or designee) certify accuracy and truthfulness of monthly PM Reports

.. In Home Streaming Rights - includes 00 and Linear Services

MARKETING SUPPORT:

;.. $1 million wilt be available in 2014 and 2015 (and undetermined amounts each year thereafter) to be administered by NCTC for use by PMs for marketing tactics approved in advance by Network. , PMs will be required to provide supporting documentation no later than (90) days following the complellon of a campaign or the PM will forfeit the marketing reimbursement.

LlCEN SE FEES: (See Exhibit 2)

• Retait thresholds eliminated for all packages, except: o Certain EMP offerings above the ' EMP Price Threshold" ($7.00 in 2014) constitute an "EMP Above the EM P Price Threshold" offering and MAY require payment of an additional amount above the EMP Price Threshold unless the offering qualifies under any of the following packages:

(a) EMP a la carte wi a retail price above the EMP Price ThreShold, but bundled together wi other digital tiers lor a materially discounted retail consumer price; or (b) EMP packaged wi at least three or more non'premlum, non-PEG, non-home shopping, non-foreign language programming services; or (c) EMP packaged Wi at least two (2) movie-focused programming services (e.g., Sundance and IFC) (d) EMP packaged as a part of SEMP

o The "EMP Price Threshold" is $7.00 in 2014 and increases by CPI in 2015.

• Gratis Subs may be deducted from payment of License Fees as follows: employees up to 2% of Service Subs, private offices in schools and government institutions • Free Previews: with Network's consent, each PM may be allowed to offer the Services on a "free preview" or ' promotional subscription trial" basis which may include Network's national free previews (limited to no more than 30 days during any calendar year)

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY This information is for rererenGe only. Should discrepancies Of errOfS exist. the (elmS of the Muter Agreement prevail. NCTC . 11200 Corporate Ave tlone){8. KS 66219. Phone (913) 599-5900. Fax (866) 628·2774 4 CONFIDENTIAL

~ 2014 Monthly License Fees for Statz and Encore - determined on a System by System Basis (Non-Bundled, Non-Bulk Service Subscnbers)

For 2014 only, "incremental" SEMP, SMP and EMP Service Subscribers shall be paid at a reduced monthly License Fee as set forth in the Rate Grid's third column below. "Incremental" Service Subscribers are calculated on a System by System basis and are those SEMP, SMP and EMP Service Subscribers above each System's number of such Service Subscribers as of the November 2013 payment report ("Baseline Number"). Service Subscribers up to the Baseline Number shall be paid at the regular monthly License Fees set forth In the second column below. See example below.

o Note: Pre-Existing PMs are allowed to "true-up" license fees paid in 2014 prior to May 1, 2014 (Execution Date) to account for the reduced fees on incremental Service Subscribers (and receive a credit if applicable). All true-ups must be completed by September 28,2014. Incrementals apply 1/1114 through 12/31/14 for Pre-Existing PMs. Incrementals will apply for "New PMs" Systems for the period of their Election Date thru 12/31/14.

20141ncrtmtntll Monthly Sen'ice (on SY5tcm by System b1l51s): 20t4 Monthly Liunse Fees; Ucen!e Fees: SEMP < 85% penetrution 10 digital $7.8852 per SEMP Service Subscriber S5,75 per incremental SEMP households Service Subscriber

SEMP ~ 85% penetration 10 digital $7.5548 per SEMP Service Subs("";ber $5 .75 per incremental SEMP households Service Subscriber SMP $4.7824 per SMP Se ....,ice Subscriber S4.00 per incremef/lal SMP Service Subscriber EMP < 85% pcnetmtion 10 digital $3.2445 per EMP Service Subscriber S 1.75 per incremental EMP Service households for those Service Subscriber Subscribers receiving liMP other fl/all via an "EM P OITering Above '!11C EMP Price TIlreshoid": If EMP < 85% penetration 10 digitaJ Per EMP Service Subscriber. the S I. 7S per incremental EMP Service households for those Service greater of (i) Sl.2445; and (ii) 45% of Subscriber Subscribers receiving EM il via an ~tail price attribulable 10 EMP. such "EMP Offering Above The EMP proportion equal 10 the numberofEMP Price Threshold"; Services divided by the total number of services included \\-ithin such package (excluding PEG and home shopping scrvices)

EM!' 2. 85% penctration to total digital $2.8991 per such Service Subscriber SI.75 per incremellta/ EMP Service households Subscriber Stan together with Encore on anaJog-only $5.698 J per such Service Subscriber tiers: [n,-'Ore 'without Starz) on annlog-oniy tiers: SO,9577 pcr such Service Subscriber EilCh Thematic Channel \\-;thin 3I1alog-only S0.3812 pcr such analog Thematic tiers on Systems thal were paying Channel Service Subscriber fo r Tnematic Channels on a separate basis as orthe Ele(.1ion Date: SOD or SOL: $0.60 per Starz Service Subscrilx.'r NIA SOD and SOL: SO.80 per Slm Service Subscriber NIA EOD or EOL: SO.lO oer Encore Service Subscriber NIA EOO and EOL: $0,38 per Encore Service Subscriber NIA

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY This information is for reference only. Should discrepancies or errors exist. the terms of ltae Master Agreement prevail . NCTC .11200 Corporate Ave. Lenexa, KS 6!3219. Phone (913) 599 ~ 5900. Fax (666) 628-2174 5 CONFIDENTIAL

2014 Example: If ABC has 10,000 SEMP non-bulk Service Subscribers for the month of November 2013 and 11,000 SEMP Non-Bundled, Non-Bulk Service Subscribers (or the month of January 2014, then ABC would pay the following SEMP License Fees for the month of January 2014:

10,000' $7.8852 + 1.000' $5.75 = $78.852 + $5,750 = $84.602

[Note: The Baseline Number is not a guarantee and if a System's Service Subscribers faU below the Baseline Number in any month during 2014, the regular (non-reduced) License Fees are paid on the actual number of Service Subscribers.)

» 2014 thru 2020 Monthly License Fees: Mov/uP/ex. /nd/eP/ex. RetraP/ex and Encore Espai!o/

The 2014 Monthly license Fees below for MoviePlex, IndiePlex, RelroPlex and Encore Espanol (packaged separale from Encore) shaU be increased by CPI on January I, 2015 and by CPI each January 1 thereafter.

Sen-ice: 2014 Monthly lk.n.. F... :

MOlljePlex (other than in epST or digitalJl,atewa),). 50,5893 oer sudl MoviePlex Service Subscriber MoviePlex in CPST for grondfathered Systems (SedlaR 50.4058 per such MoviePlex Service Subscriber S(cHii)(C)(I)) MovicPlex in digital gateway SO.271 per such Movieptex Service Subsaiber MOO and/or MOL (to MoviePlex St:rvicc Subscribers in 50.00 per such MoviePlex in digital gutcway Service CI'ST or digital gateway) Subscriber MOD 0" MOL(lo any other MoviePlcx Service Subscriber) $0 .20 per such MoviePlex Service Subscriber MO[) and MOL (to any other MoviePlex Service SO.22 per such MoviePlex Service Subscriber Subscriber)

ImliePlc1l or RetroPlex., offered without the oUter SO. I 55 per such IndiePlex or RetroPlex Service Subscriber Indh:lllex Md RetroPlex, offered together $0.20 per suth IndicPlex nod RetroPlex Service Subscriber

Encore EspaJlol (offered separate from EMP pursuant 10 S0.40 per such Encore Espai\ol Service Subscriber Sec.ion S(cXii)(C)(II»

License fees continued on the next page.

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY This information is for reference only. Should discrepanCies or errors eldst, the terms of the Master Agreement prevail. NCTC. 11200 Corporate Ave. Lena)(a, KS 66219. Phone (913) 599·5900. Fax {SSe} 628·277" 6 CONFIDENTIAL

~ 2014 through 2020 Monthly License Fees for Bulk Billed MDU,

The 2014 Monthly License Fees for Bulk Billed MDUs below will be increased by CPI on January 1.2015 and by CPI each January 1 thereafter.

License Fees attributable to bulk billed MDUs shall be as provided below and not on any 'equivalent billing unit' or similar basis. License Fees shall be paid based on one hundred percent (100%) of the Subscriber Units for each MDU, regardless of occupancy, as follows:

StrviC~5: 2014 MDnthly Liu:nse Fte5:

SEMP (or any SMP linear Service with any EMP Linear S4.479 per Subscriber Un it Servi«) Any SMP linear Service Yo'ith any EMP Linear Service within S3.117 per Subscriber Unit analog Systems on ly Any SMP Linear Service (without any EMP linear Service) S2.687 Der Subscriber Unit Any EM P Linear Service (without any SMP linear Service) S 1.792 per Subscriber Unit Any EMP linear Service (without any SMP linear Service) SO.551 per Subscriber Unit within analog Systems on Iv MovicPlex 10.295 Der Subscriber Unit Ind!ePlcx or RetroPlex SO.078 per Subscriber Unit IndicPlex and RetroPlex SO. 10 per Subscriber Unit SOD or SOL SOJO per Subscrib<.... Unit SOD and SOL S0.40 per Subscriber Unit EOD or EOL SO. 15 per Subscriber Unit EOD

.. 2014 through 2020 Monthly License Fees for Bundled Discount SubSCribers

The 2014 Monthly License Fees for Bundled Discount Subscribers below will be increased by CPI on January 1, 2015 and by CPI each January 1 thereafter.

Bundled Oiscount Subscribers: 2014 Monthly License Fee.:

SEMP Uundlcd Discount Subscribe,", S5.00 Der SEMP Bundled Discount Subscriber SM r Bundled Discount Subscribers SJ.2S per SMP Bundled Discount Subscriber EMI' Bundled Discount Subscribt::rs S 1.75 per EMP Bundled Discoun. Subscriber

License fees continued on Ihe next page.

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY This Informalion is for reference 0(1)'. Should discrepancies or errors exist. the terms of the Masler Agreement prevail. NCTC. 11200 Corporate Ave tleneX8, KS 66210. Phone (913) 599-5900. Fax (866) 628·277" 7 CONFIDENTIAL

:;. 2015-2020 Monthly License Fees for Stan and Encore - determined on System by System Basis. (Non-Bundled, Non-Bulk Service Subscribers)

The rates listed below ARE NOT SET RATES, but assume a 0% CPI increase for 201 5 for example purposes only. Your 2015 rates will be based on the CPllncrease. Please also see the example that follows, as the rates below are blended.

101S - 2020 M~?!hly linn•• F... (rat.. I bvCP ....h'. I~Y:CPI r.r 201,Sand

n.. . ner . !.:. % lcer ,- % Iocr bove loer

~ ,via an "EMP Offering Above lllC EMP Price Threshold" (bnsed on penetration to Basic Subst:ribers (with such penetration calculation to include S~~~':. .. Subscribers receiving £MP I1S II part UI OUt ! EMP Off~r n. Above The -EMP . I : 1--_(}

-~1Ii1"-s;'rVlcc , that re ..ive EMP as a part ofan I Pcr EM? i . 45% of EMP', "E MI' OtTering Above The EMP Price Threshold" proportion ofthe rctuil price of the EMP Offering Aho\'c: The EMP Price Threshold, with such proportion equal to the number ofEMP linear SCl'\'ices divided by the total number of non·PEG, no~n.-~ o me programming services EMP Line" i in ,~ch Dack;;..

SEMP Sum : SMP license Fcc and EMP licen« Fee

-..;;:;~ Encore within v tiers I S5.691l oer such Malo. Stan and Encore Service ! ~0958 ncr such analo. , Service

10.60 ocr Sturt Service to.800c' Stan Service ) ,;; "iii to 10~, ) mul E( t018 ncr

•• The License Fee for SEMP is the sum of the applicable SMP License Fee and applicable EMP License Fee.

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY ThIS Information is for reference only, Should discrepancies or errors exiSt. the terms of the Master Agreement pre\lail . NCTC • 11200 Corporate Ave. Lenexa, KS 66219 • Phone (913) 599·5000 • Fax (866) 628·2774 8 CONFIDENTIAL

2015 Example: By way of example only (and assuming a 0% 2014 CPllncrease), if during a Service Month during 2015, a given System for PM ABC has 100,000 Basic Subscribers and 15,000 SEMP Non-Bundled', Non-Bulk Service Subscribers and 1,000 SEMP Bundled Discount Subscribers, then, for such System, PM ABC would pay to STE the following SEMP License Fees for that Service Month:

SMP Non-Bundled, Non-Bulk Service Subscriber b~ Tier License Fee Total 7,000 $6.05 $42,350 3.000 $5.85 $17,550 3,000 $5 .60 $16,800 2,000 $5.30 $10,600

Tofal SMP License Fee: $87,300

EMP Non-Bundled, Non-Bulk S~rvice §ubscriber b~ Tier License Fee Tgtal 5,000 $2.10 $10,500 5,000 $2.00 $10,000 5.000 $1.90 $9,500

Tofal SMP License Fee: $30,000

§MP !:l~ndled Subscrib~rs Lic~n~~ F~~ Tol~1 1,000 $3 .25 $3,250

EM P Bundle~ Subscribers license Fee Total 1.000 $1 .75 $1,750

Tofal SEMP Bundled License Fee: $5,000

TOTAL LICENSE FEE: $122,300

CONFIDENTIAL AND PRIVILEGED INFORMATION - NCTC MEMBERS ONLY This information Is for reference only. Should discrepancies or errors exist. the terms of the Master Agreement prevail. NCTC. 11200 Corporate Ave. LenexlI, KS 66219. Phone (913) 599-5900. Fax (866) 628·277 .. 9 Starz/Encore Starz/Encore Budgeted Current Old New 1st 9 last 3 Projected Subscribers Subscribers Rate Ra te Months FY Months FY 2014 FY Expenses

Starz/Encore 262 289 $7.8878 $7.8852 $ 18,599.43 $ 6,836.47 $ 25,435.90

Total Projected FY2014 Expenses $ 25.435.90 Budgeted FY2014 Expenses as approved $ 25,401.00

Increased(+)/Decreased H Expenses - 2014 FY $ 34.90 Increased(+)/Decreased H Revenue - 2014 FY 3,981.96

Increase(+)/Decrease(-) Projected v. Budgeted Net Income $ 3,947.06

Annualized Annualized Annualized I Overall Cable Budget Original GSN Per Sub Gained Subs Gained Revenue FY14 Budgeted Starz-Encore Sales $ 38,639.76 100.00% $ 38,639.76 $ 147.48 27.00 $ 3,981.96 FY14 Budgeted Starz-Encore Royalties 25,401.00 65.74% 25,401.00 $ 96.95 FY14 Budgeted Starz-Encore Margin $ 13,238.76 34.26% $ 13,238.76 34.26% $ 50.53 34.26% Affiliation Agreement for Starz Entertainment Programming Programming Agreement Renewal Rate Comparison

TERM 2014 2015 2016 2017 2018 2019 2020

Starz/Encore linear programming ! $7.8852 I $7.9047! $7.9242! 57.94381 57.96341 $7.9831! S8.00281 % CHANGE 1.95% 1.95% 1.96% 1.96% 1.97% 1.97%

5tarz/Encore VOO $0.90 .! SO.90n! $0.9045\ 50.90671 SO.9089!· $0.9112\ . U$o~9i34] 0.22% 0.22% 0.22% 0.22% 0.22% 0.23%

Starz/Encore wit h VOD [$8.78521$8.8069· 1 $8.8287 \ $8.8505 I $8.8723 $8.8942 ·' $8.9iGn 2.17% 2.18% 2.18% 2.19% 2.19% 2.20%

• Note: 2014,2015 & 2016 are CPI increases each January 1st as detailed and calculated in the amendment Estimated increase based on 10yr CPI average = 2.47% CITY OF WYANDOTTE - Department of Municipal Services REOUEST FOR COMMISSION ACTION

MEETING DATE: 7-14-2014 RESOLUTION # 7-2014-04

ITEM: Approval of Request to extend Commercial 1.99% APR Loan Program with Monroe Bank & Trust for EnerlliEfficient or Renewable Projects .

PRESENTER: Pam Tierney, Energy Systems Progrrr. Manager !~

INDIVIDUALS CONSULTED: Rod Lesko- G~anager and Paul LaManes, Assistant General Manager

BACKGROUND: Wyandotte Municipal Services has been in partnership with Monroe Bank & Trust (MB&T) for the purpose of allowing Wyandotte business owners to receive low interest loans for energy efficient or renewable energy projects within the boundaries of Wyandotte.

STRATEGIC PLAN/GOALS: Providing Electric services in a reliable and cost effective manner.

ACTION REOUESTED: Requesting approval from the Commission for the General Manager to sign an 'Extension of Loan Loss Reserve Agreement' to extend the current agreement that expired December 31, 2012 with Monroe Bank & Trust until December 31, 2014, so as to continue the commercial loan program, as recommended by WMS Management. During the lapse period we had halted all loan approvals, with this extension we will reopen the process for businesses and raise the entire portfolio loan amount to $735,000.00. Monies to cover this extension have already been provided by the WIRES grant and are in a reserve/escrow account with MB&T. All terms and conditions remain the same as in the original agreement dated July 5, 20 II.

BUDGET IMPLICATIONS: None

IMPLEMENTATION PLAN: Upon Commission approval, General Manager to sign an 'Extension of Loan Loss Reserve Agreement' to extend the current agreement that expired December 31 , 2012 with Monroe Bank & Trust until December 31, 2014, to continue the commercial loan program. MB&T will then sign and initiate th~start f , /::~~.

MAYOR'S RECOMMENDATION - • ~r CITY ADMINISTRATOR'S RECO~ATION - ~

LEGAL COUNSEL'S RECOMMENDATION - N/A

LIST OF ATTACHMENTS-

• Extension of Loan Loss Reserve Agreement • Loan Portfolio status and Amortization Report RESOLUTION # 07-2014-04

WHEREAS, Wyandotte Municipal Services has been in partnership with Monroe Bank & Trust (MB&T) for the purpose of allowing Wyandotte business owners to receive low interest loans for energy efficient or renewable energy projects within the boundaries of Wyandotte, and

WHEREAS Wyandotte Municipal services would like to extend the current agreement that expired December 31, 2012 with Monroe Bank & Trust until December 31,2014, so as to continue the commercial loan program up to a maximum total loan limit for all loans collectively not to exceed $ 735,000.00, now

THEREFORE BE IT RESOLVED that the City of Wyandotte - Department of Municipal Services Commission concurs with the recommendation by WMS Management to approve the General Manager to sign an 'Extension of Loan Loss Reserve Agreement' to extend the current agreement until December 31, 2014, so as to continue the commercial loan program.

ADOPTED this 14th of July, 2014

MOTION by Commissioner______

Supported by Commismoner______

COMMISSIONER NAYS Sadowski Lupo Cole Alderman Hughes

ATTEST:

WYANDOTTE MUNICIPAL SERVICE COMMISSION

By: ___-=--::-:: ______By: _____-=- ______President Secretary Monroe Bank & Trnst

EXTENSION OF LOAN LOSS RESERVE AGREEMI<:NT

WHEREAS, the parties heretQ entered into a Loan Loss Reserve Fund Agreement as of July 5, 2011, for the financing of a loan program fo r renewable energy improvements; and

WHEREAS, the Loan Loss Reserve Fund Agreement, as amended, expired on 12/31/2012; and

WHEREAS, the parties desire to extend said Loan Loss Reserve Fund Agreement to December 3 1,2014 and increase the maximum loan amount to $735,000.00, on the following terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises and covenants, the parties hereto agree as follows:

I. The Loan Loss Reserve Fund Agreement entered into as of July 5, 2011, as amended and expiring on December 31, 2012, is herewith formally extended for a period up to and including December 31 , 2014. 2. The maximum loan amount is increased to $735,000.00. J. nlat as not herein specifically modified, amended andlor extended, all the remaining terms, conditions, duties, promises and covenants contained in said Ju ly 5, 20 J 1 Agreement are herewith ratified and continned. IN WITNESS WHEREOF, the parties have executed this extension the Z·, day of July, 2014.

LENDER: WYANDOTTE MUNICIPAL SERVICES: MONROE BANK & TRUST A Michigan banking corporation

By TJrO ... AJ tH1u1 By: /f/< •• Vice President Its: ___------______Wyandotte Municipal Services - portfolio Status and Amortization Report Data as of: 07/02/2014

NOte _Cl

_ ....! ~ Balance Split..,. - -. - ~-_ --_1....-- -= L- -- 6200055380 08/16/2011 EDWARD C. HEADMAN so.oo $50,000.00 $0.00 $26,615.22" $26,615.22 59,315.33 07/ 15{2017 2.0000% SAVE A WAn " ~------6200056183 05{18{2012 THE CHElSEA GROUP $0.00 $50,000.00 $0.00 $29,685.38 $29,685.38 I $10,389.88 05/ 18/2017 1.9900% SAVE A WAn I, L. L.c. I -- -. ---j ----- ~- ._ -". ------, 6200056469 08/25/2012 1 D. A. HOME SO.OO S50,OOO.00 $0.00 $32,172.88 $32, 172.88 ! $11,260.51 08/25{2017 1.9900% SAVE A WAn . IMPROVEMENTS, INC. . I • 6200056478 08/28/2012 , SEGMENT 5 SO.OO SO.OO $0.00 $23,827.13 I $23,827.13 1 $8,339.5O ·i 08/28/2017 . 1.9900% SAVE A WAn , PROPERTIES L.L.C. I ' 1 6200056628 Ui/26/20l2-OOWNRNER STONE SO.OO $47,647.'0 $0.00 P2,283.79 - $32.283.79 1 -· $11 ~299 . 33 ·1 10{26{201 7 1.9900% SAVE A WAn I DESIGN. LtC ___ ._ _. I ----.. - ---.. r " I I .------6200056655 11/06/2012 DISCOUNT DRINKS 50.00 SO.OO SO.OO 1 $33,836.51 $33,836.51 • $11,8<2.78 ' 11/06/2017 1.9900% SAVE A WAn ; ETC. LTD , ~ "__ ..,I ~_ I . _ ~...___ .. L .•_ . 6200056708 · liilltziiiilGREGORvEARLES $0.00 SO.OO i $0.00 ' 520,692.78 $20,692.78 $7,242 ..7 I 12/11{2017 1.9900% ' SAVE A WAn 6300140018 05/18/2012 HOOO'S HARDWARE, --$S(;-:oOO:OO ----·$o:OO;- SO' oo ;--S29,768.07 ~ - $29,768-:-07 SIO,418.82 I OS/18/2017-·1.990o;;rs:AvE' A WAIT ' -.-~ . INC. ._. ____ 6300140161 06/05/2012 ' J

Jul 3, 2014 1 8:00:48 AM