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CCO SoCal I - Master Fiber AgreementMASTER FIBER AGREEMENT Between City of Gilroy And CCO SoCal I, LLC Dated January 1,'2015 Master Fiber Agreement Page 1 of 25 MASTER FIBER AGREEMENT This Master Fiber Agreement (the "Agreement ") is made as of January 1; 2015, by and between CCO SoCal I, LLC, a Delaware limited liability company on behalf of itself and any of its Affiliates ( "Provider") and the City of Gilroy, ( "Recipient "), each a "Party." RECITALS WHEREAS, Recipient and Provider wish to establish an agreement under which Recipient has previously obtained from Provider a license to exclusively use dark fibers along such route. of Provider for Recipient's use, each as specified in Exhibit A. The form of consideration paid shall be set forth in Exhibit A. With respect to all matters in which Provider is providing fibers or other associated rights to Recipient, Provider shall be referred to as "Provider" and the Recipient receiving those fibers shall be referred to as "Recipient ". NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: ARTICLE 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings ascribed to them: "Affiliate" shall mean any Person that directly or indirectly controls or is controlled by or is under common control with, or is managed by, the specified Person. For purposes of this definition only, "control" means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50 %) of the stock or participating shares entitled to vote for the election of directors, and (ii) in the case of non- corporate entities, direct or indirect ownership of at least fifty percent (50 %) of the equity interest with the power to participate in the management and policies of such non - corporate entity. "Force Majeure Event" means an unforeseen event beyond the reasonable control of a Party. "Cable" shall mean all Provider fiber optic cable now or hereafter containing the Licensed Fiber(s). "Claims" shall mean causes of action, losses, claims, liabilities, costs (including reasonable attorneys' fees and related necessary legal costs), damages for injury to or death of Persons, impairment to the environment, and loss of or damage to property. "Costs" shall mean one hundred and fifteen percent (115 %) of all direct internal and third party costs incurred by Provider in performing the services or work and which it utilizes in billing third parties for reimbursable projects. "Imposition" shall mean all taxes, fees, levies, imposts, duties, charges or withholdings of any nature. (including, without limitation, gross receipts taxes and franchises, license, and /or permit fees) together with any penalties, fines, assessments or interest thereon, arising out of the transactions contemplated by this Agreement and /or imposed upon thei Licensed Fiber(s) by any federal, state; or local government or other public taxing authority of competent jurisdiction. "Person" shall mean any individual, partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative or association, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context to admits. "Licensed Fiber(s)" shall mean the optical fibers in the number and of the type specified in Exhibit A along the System Route and licensed to Recipient. Master Fiber Agreement Page 2 of 25 "Rights of Way" shall mean the land and other rights granted to Provider by a third party through or by way of,the Underlying Rights. "Specifications" shall mean the specifications set forth in Exhibit B attached hereto with respect to the Licensed. Fiber(s). "System" shall mean the fiber optic communication system along the System Route. "System Route" shall mean the route of the Licensed Fiber(s) set forth in Exhibit A. "Term "' shall mean the time period as set forth in Exhibit A. "Underlying Rights" shall mean all deeds, leases,. easements, rights of way, Licenses, franchises, permits and other rights, titles or interests pertaining to the underlying real property and/or rights -of -way over and/or within which the Licensed Fiber(s) shall tie. located, as are necessary for the construction, installation; operation, maintenance or repair of the System, including all uses of the System by Recipient hereunder. ARTICLE 2. GRANT OF LICENSE 21. Grant of License to Recipient. In exchange for the consideration referenced in Exhibit A, and subject to the conditions hereinafter set forth, Provider grants to Recipient a license to use the Licensed Fiber(s) for the Term ( "License "); Recipient acknowledges that this grant of License expressly excludes the grant by Provider to Recipient of any rights or interest in the Underlying Rights. Provider agrees to use commercially reasonable efforts to maintain all Underlying Rights through the Term. 2.3 Legal Title. Legal title to the System, including fiber and cable sheathing and any bridge attachments, conduits, brackets, 'insulators, fixtures,. guy wires, anchors, splice boxes, fiber distribution centers and other hardware needed or used to fasten or support the Cable, shall remain with and be held by Provider. Neither anything contained in this Agreement, nor any use, however extended, of the Licensed Fiber(s), nor any placement of Recipient's facilities on or in the System shall create or vest (or be construed as creating or vesting) in Recipient any right, title or interest in or to any real or personal property owned by Provider other than the rights specified herein with regard to the Licensed Fiber(s). 2.4 No Liens /Encumbrances. Recipient shall keep the System free from any encumbrances, liens, rights or claims of any third party attributable :to Recipient that adversely affects or impairs directly or indirectly Provider's exclusive ownership and use of the System. 2.5 Permits; Physical Plant and Required Rights. Provider shall obtain (and cause to remain effective throughout the Term) all Underlying Rights.. Notwithstanding anything in this Agreement to the contrary, it is expressly understood that Recipient shall be solely responsible for compliance with all legal and regulatory requirements associated with its business, operation or use of the Licensed Fiber(s) including maintaining all required franchises, permits, authorizations, licenses, approvals or other consents (other than the Underlying Rights), and Provider shall have no responsibility or liability whatsoever in connection therewith, provided, however; that except for any increases in pole attachment rates that may be predicated, based upon, or caused by Recipient's use of the Licensed Fiber(s), which Provider shall be entitled to pass' through to Recipient and Recipient shall pay to .Provider within fortyAve .(45) days of Recipient's receipt of an invoice therefor, Provider shall remain responsible for obtaining and maintaining during the Term for Recipient, at Provider's sole cost and expense, all Underlying Rights to freely use without additional permissions of any kind, the Licensed Fiber(s) to which Recipient is granted the License. Master Fiber. Agreement Page 3 of 25 ARTICLE 3. ACCEPTANCE and MAINTENANCE 3.1 Acceptance. Provider agrees to provide Recipient, with commercially reasonable documentation offering proof that the active fibers are properly installed and functioning as specified in Exhibit B:. The completion date for the obligations set forth in this paragraph shall be two (2) months from the effective date of this Agreement. 3.2 Maintenance. (a) Provider shall maintain and repair the Licensed Fiber(s) pursuant to the specifications set forth, in Exhibit C so as to assure the continuing conformity of the Licensed Fibers) with their respective specifications. Notwithstanding any provision in this Agreement to the contrary, the Costs of procurement, installation, splicing, splice testing and other Costs associated with the replacement or restoration of the Cable for Provider facilities in excess of $10,000 for any event or series of closely related events shall be shared pro -rata among all users of the Cable according to the total. number of fibers each user has /is using in the same route as the Cable which is to be restored or replaced provided that such restoration or repair its not the result of the negligence or willful misconduct of one of the parties hereto, in which case the damage- causing party shall bear the entire cost thereof (proportionate to such party's responsibility if both respective ,parties are at fault). Provider, at Recipient's sole expense and at Provider's then - prevailing rates, shall perform maintenance and repair necessitated by Recipient's negligence or willful misconduct or upon Recipient's elective maintenance or repair requests. For cases where pro -rata cost of repair /replacement of the Licensed Fiber(s) exceeds $25,000 unless the same was caused by the negligence -or willful misconduct of the Recipient, in which case Recipient shall reimburse Provider for the entire cost thereof (proportionate to such Recipient's responsibility if other parties .are at fault), Recipient may choose to not pay such expenses and consequently forfeit all rights to the Licensed Fiber(s) requiring replacement or restoration, and Provider shall have no obligations with respect to such affected Licensed Fiber(s). Recipient shall not be responsible for any maintenance or repair of any Provider equipment except as set forth above. (b) Provider shall respond to any'interruption of service or failure of the Licensed Fiber(s) to operate in accordance with this Agreement in accordance with'the procedures set forth in Exhibit C. (c) Work and associated costs of such work outside of 'that described herein shall be agreed to by the parties and documented in an Amendment to this Agreement (and signed by Recipient and Provider). (d) Provider shall be responsible for routine maintenance of Cable and costs thereof not specifically due to requirements of Recipient as set forth in ,Exhibit C, including Cable locates. 3.2 Relocation. If, (i) Provider is required by a governmental or other authority to relocate any portion of the System (including, without limitation, the grantor of the Underlying Rights if such relocation is not being required as a result of Provider's failure to observe and perform its obligations under such Underlying Rights or this Agreement), including any of the facilities used or required in providing the License in the Licensed Fiber(s), including any condemnation or taking under the power of eminent domain of all or any portion of the System, or (ii) with Recipient's concurrence upon Provider's request, Provider' may relocate such portion of the System, then Provider shall give Recipient sixty (60) days ,prior notice of any such 'relocation, if possible, and shall proceed with such relocation, including, but not limited to, the right to determine the extent of, the timing of, and .methods to be used for such relocation; provided that any such relocation shall entail construction and testing in accordance with the Specifications and requirements set forth herein. Provider shall deliver to Recipient updated as- builts or building plans, 'as applicable, with respect to any relocated facilities not later than one hundred eighty (180) days following the completion of such relocation. The cost of any relocation not reimbursed by such governmental or other authority shall be allocated pro -rata pursuant to Section 3.2(a) unless the allocated pro rata costs of such relocation exceed $10,000.00, in which case Recipient shall have the right to elect in its sole discretion not pay such expenses within six (6) months after having received notice from Provider of such planned relocation and consequently forfeit all rights to the Licensed Fiber(s) to be relocated. Master Fiber Agreement Page 4 of 25 ARTICLE 4. DELIVERY, USE AND CONNECTION 4.1 Access. Provider will provide Recipient with access to the Licensed Fiber(s) at such handholes and splice points with existing slack coils on the System Route ( "Connecting Points ") as reasonably requested by Recipient, subject only to the requirements in the Underlying Rights and provided that such access points do not materially interfere with any Provider facilities. For Licensed Fiber(s) terminating on and /or traversing across Recipient's (or its contractor's or agent's) property, Recipient will provide Provider with access to the Licensed Fiber(s) at any point along the fiber up to and including the splice point and /or demarcation. 4.2 Use of Facilities. Recipient may use'the Licensed Fiber(s) for its local inter and intra (Hollister, San Juan Bautista, San Benito County) governmental uses to provide any lawful communications services provided, however, that Recipient shall not resell, re- License, or permit a third party to use or otherwise convey in any manner, directly or indirectly, the Licensed Fiber(s) it receives herein. Additionally, Recipient shall not use the Licensed Fiber(s) in any manner that is not in compliance with (i) any and ail applicable government codes, ordinances, laws, rules, regulations .and /or restrictions, and (ii) the Underlying Rights; as such may be amended from time to time. Recipient shall not use any product or service that fails to comply with, any applicable standard industry safety rules or that would cause any Cable or related facility of Provider to violate any state or federal environmental laws. Recipient shall have no limitations on the types of electronics or technologies employed to utilize the Licensed Fiber(s) subject to its use of commercially reasonable safety procedures and so long as such electronics or technologies do not interfere with the quiet use and enjoyment of or create any risk of damage to all or any portion of the System used by Provider or any other user of the System. 4.3 Connection. (a) If Recipient desires to connect other fiber optic cables to the Licensed Fiber(s) or create connections with buildings or other structures along the System Route, Recipient shall make known such details, in writing, to Provider and Provider will then have the option to agree to such connections. Should Provider agree, Provider will cooperate with Recipient to the extent necessary to enable Recipient to acquire rights to connect to the Licensed Fiber(s) via available Rights of Way and Provider will place connecting facilities on the Rights of Way between the Licensed Fiber(s) and such adjoining properties, subject to (i) the ability to do so pursuant to the Underlying Rights and (ii) Recipient's agreement to pay any incremental increase in Costs arising from or otherwise due to Recipient's proposed use thereof. Such additional connections activity shall be at Recipient's sole cost and expense (including Costs incurred by Provider in providing oversight of any contractors excavating on the Rights of Way or near the Cable to make such connection). Each connection to the Licensed Fiber(s) requiring a Cable to be connected will be performed by Provider at Recipient's sole expense. In order to schedule a connection of this type, Recipient shall contact Provider to undertake the work at least fourteen (14) days in advance of the date the connection is requested to be completed. Such work will be at times mutually agreed to by the parties or as otherwise agreed to in writing for specific projects. (b) If Recipient desires to construct fiber to connect to the Licensed Fiber(s) and Provider has agreed to such connection in writing and subject to (i) restrictions affecting the same as mandated by the Underlying Rights and Provider's advance written approval thereof, not to be unreasonably withheld, Provider will allow Recipient or Recipient's agent provided they meet Provider's reasonable contractor qualification standards to perform such construction, provided, however, that an agent of Provider is present during such construction (and Recipient pays for the cost of such Provider agent overseeing such construction on the Rights of Way or near the Cable) and that agent shall have the absolute ability to direct the activities of that contractor when performing construction activities on the Underlying Rights or in areas adjacent to the facilities of Provider. Master.1 i er Agreement Page -5 of 25 ARTICLE 5. CONSIDERATION 5.1 License Fee. . The consideration paid by Recipient to Provider for the grant of the License to the Licensed Fiber(s) is set forth in Exhibit A. 5.2 Late Payments. Late payments shall accrue interest, from the date such payment is due, until paid, including accrued interest, at a non- compounding, annual rate of ten (10) percent. A late payment shall be (i) any payment received after the period specified herein for such payment, and /or (ii) any payment of disputed amounts that is received more than forty —five days after the date such payment is determined to have been due in a final resolution of such dispute in accordance with Article 11 hereof. ARTICLE 6. WARRANTIES, RISK ALLOCATION, INDEMNIFICATION AND REPRESENTATIONS 6.1 Disclaimer of Warranties. Except as may be otherwise provided herein, Provider disclaims any and all warranties, express or implied, as to the use or condition of the Licensed Fiber(s) or any other matter hereunder, including without limitation warranties of merchantability, workmanship, quality or fitness for a particular purpose and Recipient agrees to look solely to the manufacturer of all materials and equipment subject to the grant of any license or other rights to Recipient hereunder for any recovery for Claims of Recipient relating to such materials and equipment. Provider shall provide reasonable assistance to Recipient in good faith in the event a warranty claim arises with the manufacturer of the materials or equipment. 6.2 Warranty Acknowledgment. By executing this Agreement, Recipient acknowledges that, except as may be otherwise provided herein, Provider has made no warranty or representation with respect to the Licensed Fiber(s) and Recipient agrees to assume all risk.of conducting Recipient's activities using the Licensed Fibers) or associated services. 6.3 Third Party Warranties. In the. event any maintenance or repairs to facilities provided to Recipient are required as a result of a breach of any warranty made by any third party manufacturers, contractors or vendors and such breach of a warranty had a material adverse effect on Recipient's use of the Licensed Fiber(s), Provider shall share with Recipient on an equitable basis any recovery from any such manufacturers, contractors or vendors should Provider elect to pursue the same in its reasonable discretion. 6.4 Insurance. Without in anyway limiting the Parties' obligations set forth in this Agreement, from the date of this Agreement until one year after this Agreement is terminated as to all Licensed Fiber(s),the Provider and the Recipient shall each procure and maintain in force at their sole cost and expense the following insurance coverages from companies that are lawfully approved to do business in all states in which the Licensed Fiber(s) are located, in the amounts and with limits as set forth below: (a) Combined single -limit liability insurance, on an occurrence basis, for personal injury and property damage, including, without limitation, injury or damage arising from liability for completed operations of not less than $1,000,000 combined 'single limit for each occurrence and $2,000,000 aggregate for each annual period; (b) Workers' compensation insurance in amounts required by applicable law and employers' liability insurance; (c) Provider shall be listed as an additional insured on all policies maintained by Recipient as set forth above, except workers' compensation (provided that such additional insured coverage shall not include events arising from the acts or omissions of Provider, its agents, employees, contractors, licensees, and /or invitees). All such policies of insurance shall provide that the additional insured shall be Master Fiber Agreement Page 6 of 25 notified in writing at least thirty (30) days prior to any cancellation of such policy. Recipient shall provide Provider with certificates of insurance evidencing such insurance coverage. (d) The Recipient shall be listed as an additional insured on all policies maintained by Provider as set forth above, except workers' compensation (provided that such additional insured coverage shall not include. events arising from the acts or omissions of Recipient, its agents, employees, contractors, . licensees, and /or invitees). All such policies of insurance shall provide that the additional insured shall be notified in writing at least thirty (30) days prior to any cancellation of such policy. The Provider shall provide Recipient with certificates of insurance evidencing such insurance coverage. 6.5 Provider's Indemnity.' Provider shall indemnify and hold harmless each of Recipient, any corporation, partnership, limited liability company or other legal entity affiliated with Recipient and any stockholder,, partner, member, director, officer, employee or agent of any of them, in his, her or its capacity as such, from and against all Claims brought by third parties which any such Indemnified Party (defined below) .is required to pay or to assume to the full extent that such have resulted from Provider's breach of any duty or obligation imposed by the provisions of this Agreement or applicable by law,'including statutes, ordinances, regulations, orders, decrees, judgments and the law of torts (including without limitation gross negligence, strict liability, or willful misconduct). 6.6 Recipient's Indemnity. Recipient shall indemnify and hold harmless each of Provider, any corporation, partnership, limited liability company or other legal entity affiliated with Provider and any stockholder, partner, member, director, officer, employee or agent of any of them, in his, her or its capacity as such, from and against all Claims brought by third parties which any such Indemnified Party (defined below), is required to pay or to assume to the full extent that such have resulted from (i) Recipient's breach of any duty or obligation imposed by the provisions of this Agreement or by the provisions of applicable law, including without limitation that of applicable statutes, ordinances, regulations, orders, decrees, judgments, the law of torts (including without limitation gross negligence, strict .liability, or willful misconduct) or (ii) the violation, misappropriation, or infringement of /upon the intellectual property rights (including without limitation patent, copyright, and /or trademark rights) of any third party by Recipient or any Recipient downstream customer, licensee, or otherwise an end user of the Licensed Fiber(s) gaining access thereto or using capacity thereof through facilities controlled or operated by Recipient (with or without Recipient's authorization). 6.7 Notice and Defense of Third -Party Actions. Each Person entitled to indemnification under this Article 6 (an "Indemnified Party') shall give prompt written notice to each Person that is obligated to provide such indemnification (an "Indemnifying Party") of the commencement or assertion of any Claim by a third party (collectively, a "third -party action ") in respect of which an Indemnified Party will seek indemnification hereunder, which notice shall state, to the extent known to the Indemnified Party, the basis on which the claim for indemnification is made, the facts giving rise to or the alleged basis of the third -party action, and the amount (which may be estimated) of liability asserted by reason of the Claim; such notice shall' also'include a copy of the document (if any) by or in which the third -party action is commenced or asserted. Any failure so to notify the Indemnifying Party shall not relieve it from any obligation that it may have to the Indemnified Party under this. Article 6 unless the failure to give such notice materially and adversely prejudices the Indemnifying Party and then only to the extent of such prejudice. The Indemnifying Party shall have the right to assume control of the defense of or settle or otherwise dispose of such third -party action on such terms as the Indemnifying Party deems appropriate; provided, however, that: (a) The Indemnified Party shall be entitled, at its own expense, and without unreasonable interference with the actions of the Indemnifying Party, to participate in the defense of third -party actions; (b) The Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement or compromise requiring the admission or any acknowledgment of facts or any liability in respect thereof or the affirmative obligation of the Indemnified Party, which consent shall not be unreasonably withheld; Master Fiber Agreement Page 7 of 25 (c) No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as. an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third -party action; and (d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of) and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission or other acknowledgment of any third -party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third -party action seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, would have a material adverse effect on the business, financial condition, operations or properties of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement or compromise requiring the admission or other acknowledgment which would give rise to liability on the part of the Indemnifying Party or affirmative obligation of the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 6.8 Cooperation. The Parties and their Affiliates shall cooperate with each other in the defense of any third -party action that is the subject of this Article 6 and shall fumish each other all such further information that they have the right and power to furnish as may reasonably be necessary to defend such third -party action. 6.9 Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, each Party hereto represents 'and warrants to the other that: (a) It has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement; (b) It has taken all requisite corporate or company action to approve the execution, delivery and performance of this Agreement; (c) This Agreement constitutes a legal, valid and binding obligation enforceable againstsuch party in accordance with its terms; and (d) Its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes,_ or court orders of any local, state or federal government agency, court, or body. ARTICLE 7. DELAYS AND LIMITATION OF LIABILITY 7.1 Outage Liability; Restoration Delays. Under no circumstances shall either Provider or Recipient ever be liable for any delay in restoring any service or Licensed Fiber(s) or any operational aspect of the System containing such Licensed Fiber(s) which has been subjected to an outage, interference or interruption, unless and to the limited extent such outage, interference or interruption arises out of the gross negligence or willful misconduct of Provider or Recipient, or unless and to the limited extent Provider's delay in restoration arises out of its gross negligence or willful misconduct. 7.2 Limitation of Liability. No claims for damages with respect to this Agreement may be made more than two (2) years after the date that the event giving rise to such claim is known or reasonably should have been known to the person or entity making such claim; and no claim for indemnity under the provisions of Section 6 hereof may be made more than two (2) years after the first notice of any claim received by the Party claiming under such indemnity provision. (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR THE OTHER PARTY'S END -USERS FOR ANY. INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF Master Fiber Agreement Page 8 of 25 SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS AND /OR FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. (b) THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION AND CLAIMS SUFFERED BY THE OTHER, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER' TORTS, BUT SHALL NOT APPLY WITH RESPECT TO:. (a) breaches of confidentiality, (b) indemnification obligations set forth in this Agreement, or (c) injury or death to an individual, or (d) willful misconduct. ARTICLE 8. CONFIDENTIALITY 8.1 Confidential Information. "Confidential Information" shall mean any and all information provided by one Party to this Agreement to the other Party for use in connection with the investigation, negotiation or performance of this Agreement. "Confidential Information" excludes any information that (i) the subject Party notifies the recipient in writing is not confidential, (ii) is or becomes available to the recipient on a non- confidential basis from a source other than the subject Party, any Person acting on behalf of the subject Party, or any Person who has confidentiality obligations (whether to the subject Party or otherwise) provided that such disclosure was not itself a breach of a confidentiality obligation running to the subject Party, (iii) it or becomes generally available.to the public other than as a result of a disclosure by the recipient or any Person to whom such recipient disclosed the 'information; or (iv) is required to be disclosed by law, subject to the provisions of Section 8.3 'hereof. Confidential Information may take the form of documentation, drawings, specifications, software, technical or engineering data, business information, the identity of Parties to a possible business transaction, the status and existence of discussions or negotiations among the Parties, the terms and conditions of any business transaction, plans and proposals relating thereto, and information concerning a Party's financial condition, results of operations, financial forecasts and projections, capital projects, research and development, design plans, management plans, business plans, marketing plans, and feasibility plans, markets, business, products, services, . contracts, customers, suppliers, trade secrets, operating procedures, material and labor costs, sources and requirements, and technological means, methods and processes, as well as every study, report, analysis, notation, summary, synopsis, compilation and other document (collectively, "Work Product") containing, analyzing or otherwise reflecting any Confidential Information described above, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation, or by other means. Confidential Information shall be marked as Confidential by a Disclosing Party provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party shall designate it as confidential or proprietary at the time of such disclosure. 83 Confidentiality. Each Party agrees to provide to the other Party such information (including Confidential Information) as shall be necessary to permit the performance of their respective obligations hereunder provided that in the event a Party is not at liberty to disclose such necessary information due to a confidentiality obligation running to a third party, the party to whom disclosure is not permitted but is otherwise necessary to permit the performance of its respective obligations hereunder, .shall have the right to terminate the affected fibers in Exhibit A. Except as otherwise provided in Section 8.3, neither Party hereto will, without the prior written consent of the Party providing such Confidential Information, (i) use any portion of such Confidential Information for any purpose other than performance pursuant to this Agreement, or (ii) disclose any portion of such Confidential Information to any persons or entities other than the Affiliates of such Party and to the officers, employees and contractors of such Party who reasonably need to have access to such Confidential Information for purposes of performance under this Agreement and have agreed to comply with confidentiality terms no less stringent that those set forth in this Agreement in order to preserve the disclosing parry's expectation of confidentiality hereunder. Each recipient 'Party agrees to guard Confidential Information utilizing the same degree of.care utilized by such recipient Party in protecting its own Confidential Information, but in any event not less than a reasonable degree of care. The obligations of a recipient Party with respect to Confidential Information shall remain in effect during and after the Term of this Agreement. Master.Fiber Agreement Page 9 of 25 8.3 Permitted Use. Confidential Information provided by Provider may be used by Recipient in. connection with Recipient's use of the Licensed Fiber(s). If the receiving Party is compelled to disclose Confidential Information through lawful process in judicial or administrative proceedings or otherwise by law such as the California Public Records Law and the City of Gilroy Open government Ordinance ( City .Code 17A) .(other than under any securities laws and events covered by Section 8.5), the receiving Party' shall, if possible, give written notice within a reasonable period of time to permit the disclosing Party the opportunity to seek suitable protective arrangements before the Confidential Information is disclosed, and the receiving Parry shall cooperate fully in all reasonable respects with the disclosing Party's efforts to obtain such protective arrangements; provided, however, that if the receiving Party would otherwise be required to disclose Confidential Information under any securities law, the receiving Party shall use its reasonable efforts to take such steps as are available under such law (such as by providing a summary or synopsis) to avoid disclosure of such Confidential Information. 8.4 Return or Destruction. Confidential Information shall remain the property of the disclosing Party and shall, upon written request, if written or in other tangible form, including any copies thereof, be promptly returned to the disclosing Party or, in the case of the recipient's Work Product, be promptly destroyed at the, recipient's option, such destruction to be promptly certified in writing to the disclosing. Party. 8.5 Required-Disclosures. The provisions of this Article 8 shall not apply to reasonably necessary disclosures in or in connection with filings under any securities laws, regulatory filings or proceedings, financial disclosures which in the good faith judgment of the disclosing Party are required by law, disclosures required by court or tribunal or competent jurisdiction, or disclosures that may be reasonably necessary in connection with the performance or enforcement of this Agreement or any of the obligations hereof or disclosure which in the good faith judgment of the receiving Party is required by the California Public Records Act (provided that the receiving Party shall endeavor to give disclosing `Party written notice within a reasonable period of time to permit the disclosing Party the opportunity to seek suitable protective arrangement) provided, however, that if the receiving Party would otherwise be required to refer to or describe any aspect of this Agreement in any of the preceding circumstances, the receiving Party shall use its reasonable efforts to take such steps as are available under such circumstances (such as by providing a summary or synopsis) to avoid disclosure of the financial terms and conditions of this Agreement. Notwithstanding any provisions of this Agreement to the contrary, either Party may disclose the terms and conditions of this Agreement in the course of a due diligence review performed in connection with prospective debt financing or equity investment by, or a sale to, a third Party, so long as the Persons conducting such due diligence review have agreed to maintain the confidentiality of such disclosure and not to use such disclosure for any purpose other than such due diligence review. ARTICLE 9. PUBLICITY AND ADVERTISING Neither Party hereto shall use any advertising, sales promotions, or other publicity materials that use the other Party's logo, trademarks; or service marks. Each Party shall have the right to review and approve any publicity materials, press releases or other public statements (other than filings required under the securities .laws) by the other Party that discloses its identity. Except as otherwise expressly provided in Section 8.4 or otherwise agreed, neither Party shall release the text of this Agreement nor any material portion thereof (other than in a form modified to remove all references to the identity of the other Party) to any Person other than the Parties hereto for any purpose. ARTICLE 10. FORCE MAJEURE Notwithstanding any other provision of this Agreement, the performance of the obligations set forth in this Agreement, other than obligations to pay money (except as provided below), shall be suspended or excused in the event and only to the extent that such performance is prevented by an event of Force Majeure or its adverse effects. If the performance of a Party's obligations under this Agreement . is suspended or excused by an event of Force Majeure or its adverse effects, such Party shall use commercially reasonable diligence to cause such event or effects to cease or be reduced. "Force Master Fiber Agreement Page 10 of 25 Majeure" shall mean the occurrence or nonoccurrence of any act or event beyond the reasonable control of the Party relying thereon as justification for not performing an obligation or complying with any condition required of such Party pursuant to this Agreement. The Party whose obligations are suspended or excused as described above shall, as soon as practible, give written notice to the other Party specifying the nature and anticipated duration of the- Force Majeure event and outlining its recover plan, if any. To the extent the Licensed Fiber(s) are unavailable for use due to a Force Majeure event and Provider's obligations are suspended in accordance herewith, then Recipient's obligation to pay for the Licensed Fiber(s) shall be suspended, on a pro -rata basis, during such time Provider's obligations are also suspended. Either Party may terminate the affected fibers in Exhibit A.if a Force Majeure event continues for more than one hundred eighty (180) days. In the event of such termination, Provider will reimburse Recipient a pro -rata amount of any pre -paid recurring fees for the services not received for the unexpired Term of the respective fibers in Exhibit A. ARTICLE 11. DISPUTE RESOLUTION 11.1 Submission to Dispute Committee. Each Party to this Agreement agrees to use good faith efforts to negotiate and resolve any controversy or claim between the Parties hereto arising out of or relating to this Agreement or any breach thereof (hereinafter referred to as a "Dispute "). If a Dispute cannot be resolved through such efforts, then either Party may seek resolution of the Dispute by submitting such Dispute to a "Dispute Committee ", consisting of one designee of each Party, by written submission delivered to the other Party. The Dispute Committee shall consider the Dispute within the thirty (30) day period following the date of such submission. 11.2 Other Remedies. It is not the intention of the Parties that relief sought through preliminary injunctions, temporary restraining orders or other similar temporary procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution, shall be in lieu of, or cause substantial delay to, any arbitration proceeding to which the parties may agree as a means of resolving any dispute. Master Fiber Agreement Page 11 of 25 ARTICLE 12. TAXES 12.1 . Payment of Impositions. To the extent that Recipient holds /enjoys a license to the Licensed Fiber(s) hereunder, Recipient shall promptly reimburse Provider for its proportionate share of any and all Impositions imposed upon or with respect to the System Route during,such periods Recipient has use of the Licensed Fiber(s). Recipient's share of such Imposition shall be one hundred percent (100 %) 'in the event such Imposition results solely from Recipients use of or activities with respect to-the Licensed Fiber(s). Otherwise, Recipient's proportionate share of such Imposition shall be determined to the extent possible, based upon the manner and methodology used by the particular person or authority imposing such Impositions (e.g., on the cost of the relative property interests, historic or projected revenue derived therefrom, any combination thereof or otherwise). However, if the person or authority imposing such Imposition uses projected revenue or gross receipts, then Recipient's proportionate share shall be based on the relative number of Licensed Fiber(s) in the affected portion of the System Route compared to the total number of fibers in the affected portion of the System Route during the relevant period of use by Recipient. If Provider's assessed value, for property tax purposes; is based on its entire operation in any state (i.e., central assessment), Provider and Recipient shall work together in good faith to allocate a proper portion of said assessment to the System and Recipient's interest in the System Route. Provider shall provide Recipient with reasonable supporting documentation.for Impositions for which Provider seeks reimbursement. 12.2 Contest of Impositions. Notwithstanding any provision herein to the contrary, Provider shall have the right to contest.any Imposition to the full extent that such contest does not materially and adversely.affect. Recipient's ability to utilize any License or right granted hereunder and the associated Licensed Fiber(s). The out -of- pocket costs and expenses (including reasonable attorneys' fees) incurred by Provider in any such contest shall be shared by Provider and Recipient in the same proportion as that by which the Parties shared in any such Imposition as it was originally assessed, provided that Recipient does not elect to forgo the benefits of any such Imposition contest prior to its commencement of which Provider must give thirty (30) days prior notice, in which case Recipient shall not be obligated to share any of the costs thereof but shall not be entitled to any share of the relief obtained. In the event of any refunds or credits resulting from a contest brought by Provider, which Recipient did not elect to forgo prior to commencement of such contest, all such expenses shall. first be paid from such refund or credit, after which such credit or refund shall be divided between Provider and Recipient in the same proportion as the Impositions are to be borne by Provider and Recipient hereunder. Further, where Provider does not contest an Imposition, Recipient shall have the right, after notice to Provider, to contest such Imposition as long as such contest does not materially and adversely affect the title, property or rights to the System, the 'Licensed Fiber(s) and /or otherwise the communications business interests of Provider. The out -of- pocket costs and expenses (including reasonable attorneys' fees) incurred by Recipient and any refund or credit Imposition in any such contest shall not be shared by Provider. 12.3 Net Income Impositions. Notwithstanding anything to the contrary in this Article 12, Provider shall have complete authority over and discretion to control (including the authority to dismiss or not pursue) any contests relating to Impositions based upon the computation of Provider's taxable income under the Federal Internal Revenue Code or state income or franchise tax laws (hereinafter "Net Income Based Impositions "). Provider shall have no obligation to disclose to Recipient its income or franchise tax returns and records. Recipient shall have no liability for any Net Income Based Impositions. . 12.4 Receipts Impositions. Following the Acceptance Date, Provider and Recipient, respectively, shall be separately responsible for any and all Impositions (i) expressly or implicitly imposed upon, based upon, or otherwise measured by the gross receipts, gross income, net receipts or net income received by or accrued to such Party due to its respective interest or use of the System Route and /or any facility to which rights are granted hereunder, or (ii) which have been separately assessed or imposed upon the respective interest of use by such third party on or with respect to the System Route and /or any Provided Facility. If the Licensed Fiber(s) are the only facilities located in the Cable from the point where the Cable leaves the System. right -of- way to a Recipient point of interconnection, Recipient shall be solely responsible for any and all Impositions imposed on or Costs incurred with respect to such portion of the System Route. Master Fiber Agreement Page 12 of 25 ARTICLE 13. TERMINATION AND DEFAULT 13.1 Termination. This Agreement with respect to the fibers in Exhibit A shall automatically terminate at the end of the Term of unless extended by the mutual consent of the parties via an amendment to this Agreement and executed by the Parties. Upon such termination, Provider shall owe Recipient no additional duties or consideration with respect to the respective Licensed Fiber(s) or Recipient Building Spaces including no longer having the obligation to maintain the Underlying Rights to provide the right of Recipient to hold a License to the Licensed Fiber(s) or use or maintain the Licensed Fiber(s), and to the extent that Provider 'has title to the Licensed Fiber(s) and Recipient continues to use the 'Licensed Fiber(s) after the termination of this Agreement, Recipient shall indemnify, defend and hold Provider harmless from and against all Claims by third parties arising from or related to such continued. use. 13:2 Default. A Party shall be in default under this Agreement upon the occurrence of an event in which such Party has failed to comply with any of its obligations as set forth in this Agreement (each an Event of Default; see Section 13.2 (b) below). (a) Upon the occurrence of an Event of Default, other than an Event of Default based upon non - payment of any undisputed amounts owed under this Agreement, the defaulting Parry shall have thirty (30) days after receipt of a notice of the Event of Default to cure the Event of Default (unless the Event of Default is waived in writing by the non- defaulting party within the thirty (30) day period). However, in such cases where an Event of Default cannot reasonably be cured within such thirty (30) day period, if the defaulting Party shall proceed promptly to cure the same and prosecute such curing with due diligence, the time for curing such Event of Default (except for Events of Default regarding making payments hereunder and Insolvency Defaults, as defined below) shall be extended for such period of time as may be necessary to complete such curing (unless the same is not or cannot be cured within one hundred twenty (120) days in which case the non- defaulting party shall have the right to terminate this .Agreement without further liability at the expiration of such 120 - period). (b) Events of Default shall include, but not be limited to, the making by a Party of a general assignment for the benefit of its creditors, the filing of a voluntary petition in bankruptcy or the filing of a petition in bankruptcy or other insolvency protection against a Party which is not dismissed within ninety (90) days thereafter, or the filing by a Party of any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief (collectively, an "Insolvency Default").. (c) Any Event of Default by a Party may be waived under the terms of this Agreement at the other Party's sole option. Upon the failure by a Party to timely cu_ re any such Event of Default after written. notice thereof, the other Party may (i) take such action as it determines, in its sole discretion, to be necessary to correct the Event of Default (except that neither Party shall perform any work on the other Party's fiber /network/system without the other Party's explicit consent), (ii) terminate this Agreement, and (iii) pursue any legal remedies it may have under applicable law or principles of equity relating to such Event of Default. When a party fails to pay any undisputed amounts owed hereunder by their due date, an Event of Default shall occur if the party owing such amount fails to cure same within ten (10) days after receipt of written notice thereof. Master Fiber Agreement Page 13 of 25 ARTICLE 14. GENERAL PROVISIONS 14.1 Amendments. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by both Parties. 14.2 Assignment. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided however, that any Party may assign its rights or obligations hereunder pursuant to a merger or sale of all or substantially all of its assets or its underlying System to an Affiliate, in each said instance upon providing written notice to, but without the consent of, the other Party, and the use restrictions of Section 4.3 and all other terms herein shall apply to any assignee. 14.3 Limitation of Benefits. It is the explicit intention of the Parties hereto that no Person other than the Parties hereto is or shall be, entitled to bring any action to enforce any provision of this Agreement. against any Party hereto, and that covenants, undertakings, and agreements set forth in this Agreement shall be enforceable only by the Parties hereto or their respective successors or permitted assigns. 14.4 Notices. Unless otherwise provided in this Agreement, all ,notices, demands, requests, approvals or other communications which may be or are required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid, or delivered by nationally recognized overnight courier addressed as follows: If to Recipient: Scott Golden Information Technology Manager City of Gilroy scott.golden @cityofgilroy.org 408 - 846 -0237 with copies to: Charter Communications Attn: Contracts Manager — CB Corp. 12405 Powerscourt Drive St. Louis, MO 63131 Phone: 314- 288 -3470 Charter Communications Attn: Legal Department - Operations 12405 Powerscourt Drive St. Louis, MO 63131 Phone: 314- 543 -2415 Each Party may designate by notice in writing a new address to which any notice, demand, request, report, approval or communication may thereafter be so given, served or sent. Each notice, demand, request, report, approval or communication which shall be mailed or delivered in the manner described above, shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to the addressee (with the return receipt or the delivery receipt being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. Master Fiber Agreement Page 14 of 25 14.5 Severability. If. any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be ,held to be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or enforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement; provided, however, that if any such ineffectiveness or unenforceability of any provision of this Agreement, in the good faith judgment of either Party, renders the benefits to such Party of this Agreement as a whole uneconomical in light of the obligations of such Party under this Agreement .asa whole, then Provider and Recipient shall negotiate in good faith in an effort to restore insofar as possible the economic benefits of the transaction to the Parties. 14.6 Independent Contractors. In all matters pertaining to this Agreement, the relationship of Provider and Recipient shall be that of independent contractors, and neither Provider nor Recipient shall make any, representations or warranties that. their relationship is other than that of independent contractors. This Agreement is not intended to create nor shall it be construed to create any partnership, joint venture, employment or agency relationship between Provider and Recipient; and no Party hereto shall be liable for the payment or performance of any debts, obligations, or liabilities of the other Party, unless expressly assumed in writing herein or otherwise. Each Party retains full control over the employment; direction, compensation and discharges of its employees, and will be solely responsible for all compensation of such employees, including social security, tax withholding and worker's compensation responsibilities. 14.7 Labor Relations. Each Party hereto shall be responsible for labor relations with its own employees. Each Party agrees to notify the other immediately whenever it has knowledge that a labor dispute concerning . its employees or its Affiliates' employees is delaying or threatens to delay timely performance of its obligations under this Agreement. 14.8 Exercise of Rights. No failure or delay on the part of either Party hereto in exercising any right, power or privilege hereunder and no course of dealing between the Parties shall. operate as a waiver thereof;, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 14.9 Additional Actions and Documents. Each of the Parties hereto hereby agrees to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or cause to be executed, acknowledged, delivered. and filed such further documents and instruments, and to use its commercially reasonable efforts to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement, whether at or after the execution of this Agreement. 14.10 Survival. The obligations of the Parties under Article 6 (Warranties, Risk Allocation And Indemnification), Article 7 (Delays and Limitation of Liability), Article 8 (Confidentiality), Article 9 (Publicity and Advertising), Article 11 (Dispute Resolution), Article 12 (Taxes), Section 14.5 ( Severability), and Section 14.13 (Governing Law) shall survive any termination of this Agreement. 14.11 Headings. Article headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 14.12 Incorporation of Exhibits. The Exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written at length herein. 14.13 Governing Law. This Agreement and each of its provisions shall be governed by and construed and interpreted according to the laws of the State of California without regard to its conflicts of law or choice of law provisions. 14.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which taken together shall constitute one and the same instrument. Master Fiber Agreement Page 15 of 25 14.15 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the transaction contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. 14.16 Performance. Except as specifically set forth herein, for the purpose of this Agreement, the normal standards of performance within the communications industry in the relevant market shall be the measure of . whether a Party's performance is reasonable and timely. 14.17 No Third Party Beneficiaries. The Parties agree that the terms of this Agreement and the Parties' respective performance of obligations hereunder are not intended to benefit any person or entity not a party to,this Agreement, that the consideration provided by each under this Agreement only runs to the respective Parties hereto, and that no person or entity not a Party to this Agreement shall have any rights hereunder nor the right'to require the performance hereunder by either'of the respective Parties hereto. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written. Provider CCO SoCal I, LLC By: Charter Communications, Inc., its Manager Name: Title: Vice President Date: Approved as to Form: Gilroy City Attorney's Office By: City Attomey Recipient of Gi e: Lee, An I- 41 1A Title: l Ii i S�Ycli` Date: Master Fiber Agreement Page 16 of 25 14.16 Entire Agreerbent.. This.: Agreement constitutes ,the'Ofitir6 'Gqrqeniont bet Parties 'Mth'. respect to the transaction herein and supersedes oral 0 agreC-MV1lt',-.' Goirriniftnibn . Is or U . nd I erstandiii-6tvVith respect to the matters provided for h e, 1416 Perfo rmance: Exce* t -as specftally set forth herein, the purpose of this fi.#eerh6nt t'hei hOrmal`; P . i � I , .. .! 11 1 -- . . I -': ..I � ' the ' i ' s industr�, In'the..releva it mar e '- li -11 ' U standards of performance within the cornnlUhlC@tli6n k t s,,a be.. rneas�'re�o Mlether a.p6lly's performarice- is reasonable . and urnely.. 1411 Pao Third Party Berieficiarim The Pafties :agree that 'tf�b terms of this Agreernent and. thin Y: Part!; Os''respective? :- ' performance of obligations hereunder are hot if-Aeffdod to ben6fitl6n 0 irlitit, consideration provi e, y,f.aq,�uhd4,,r:tWs- not a7iJarty t q o . tfits"A rt,,C�ment that. 66 h A "reemen oNy fUTISJid the respective ar Jes kerefo',:and that dnoperson or antity n6i'a Par o thi si, gre eme it sha have:ar Y rights h6feu—racier nor to..Teculr4 the performance.1ribreunder b either of t- 4.1�t ve Y the resp 1. WtifAl hereto. ,IN WITNESS WHEREOF, the Parties hereto have to be executed as of the ,daze .firt above Written, Provider CGO SGCal l,LLC BY, 0G, Ohdrter Co7p'mur ications;J i a.nager Name: Title: Vice Pres'ident Approved as to'Formi:1 C roy City , Attonjoy's Offic, a Y: City Attomei By-, Giity of G.11roy d ATTESP. lViaster Fiber Aqr�--rrient Ride I6 6f 25 EXHIBIT A. This Exhibit A represents those Licensed Fibers which Provider has granted specific license for use to Recipient and the monthly fees to be paid by Recipient to Provider.in consideration of such license. Site, .. _ Address, _ . _ Count., Miles.;; t combined , •, Chestnut Fire Station 7070 Chestnut Street 2 3.16 16699 ` $1,001.97 $1,001.97 Christmas Hill Park 7050 Miller Ave 2 3.62 991 094 %. $1,145.67 $1,145.67 City Corp Yard 613 Old Gilroy Street 2 2.79 14 731 '• $883.86 $883.86 City Hall ANNEX 7370 Rosanna Street 2 0.26: .'"137 .. $110.24 $110.24 CHS Recreation Office 850 bay Road 2 6.93 <'36,581 $2,194.86 $2,194.86 Garlic Festival 7050 Miller Ave 2 3.36 ,'_:17;723,': _ _ _ $1,063.39 $1,063.39 Gilroy Historical Museum 795 Fifth Street 2 0.71 3 773 ( $226.38 $226.38 Gilroy Police Department 7301 Hanna Street 2 0.3 i, A,608 ;` $128.61 $128.61 Gilroy Senior Center 7371 Hanna Street 2 0.5 ;.`2;669.: $160.14 $160.14 Gilroy Youth Center 7400 Railroad Street 2 2.11 1;129 $667.72 $667.72 Las Animas Fire Station 8383 Wren Street 2 3.01 15;892'' . $953.54 .$953.54 Old Gilroy City Hall 7400 Monterey Street 2 2.06 10860. ": $651.57 $651:57 Sunrise Fire Station 880 Sunrise Drive 2 5.52 -29;167 $1,750.00 $1,750.00 TEEC Building 7051 Miller Ave 2 1.91 10,'105: _ . $606.30_ _ $606.30 Wheeler Community Center 202 W 6th Street 2 0.56 2,961 • . $177.64 $177.64 Wiley Cultural Center _ 140 5th Street 2 0.7 3,671 - , $220.28 $220.28 TOTALS 37.5 198,042 $238.84 $11,703.31 $1.1,942.15 1, ear term 3, ear term Combined Service Period:Chestnut Fire Station - 3 years Christmas Hill Park - 3 years City Corp Yard - 3 years City Hall ANNEX- 1 year CHS Recreation Office - 3 years Garlic Festival - 3 years Gilroy Historical Museum - 3 years Gilroy Police Department -1 year Gilroy Senior Center - 3 years Gilroy Youth Center - 3 years Las Animas Fire Station - 3'years Old Gilroy City Hall - 3 years Sunrise Fire Station - 3 years TEEC Building - 3 years Wheeler Community Center - 3 years Wiley Cultural Center - years Master Fiber Agreement Page 17 of 25 Consideration. Paid for Fiber: Check one: Cash Amount: $11,942.15 Payment Schedule: Per Month City of Gilroy Name: Title: Date: CCO SoCal I, LLC By: Charter Communications Inc., its Manager Name: Title: Date: Master Fiber Agreement Page 18 of 25 EXHIBIT B. CONSTRUCTION & FIBER SPECIFICATIONS A. CONSTRUCTION SPECIFICATIONS [RESERVED] B. FIBER SPECIFICATIONS OPTICAL SPECIFICATIONS Attenuation Uncabled Fiber Attenuation Cells Wavelength (nm) Attenuation_ Cells dB /km Premium Standard 1310 <0.35 <0.40 1550 <0.25 <_0.30 Attenuation vs. Wavelength Range (nm) Ref. X nm Max Increase a dB /km 1285-1330 1310 0.05 1525-1575 1550 0.05 Attenuation With Bendin Mandrel Diameter mm Number of Turns Wavelength (nm) Induced Attenuation (dB) 32 1 1550 < 0.50 75 100 1310 < 0.05 75 100 1550 < 0.10 Point Discontinuity No point discontinuity greater than 0.10 dB at either 1310 nm or 1550 nm. The attenuation in a given wavelength range does not I xceed the attenuation of the reference wavelength ,% by more than the value a The induced attenuation due to fiber wrapped around a :mandrel of a specified diameter. Cable Cutoff Wavelength (1Xccf) Mode -Field Diameter kccf < 1260 nm 9.30 +/- 0.50 pm at 1310 nm 10.50 + / -1.00 pm at 1550 nm Dispersion Zero Dispersion Wavelength (A,): 1301.5 nm <_ )b <_ 1321.5 nm Zero Dispersion Slope (So): 5 0.092 ps /(nml • km) _ Fiber Polarization Mode Dispersion Coefficient (PMD): <_ 0.5 ps /4 km Dispersion Calculation a Dispersion= D (k): 40 — ps /(nm ' km), for 1200 nm <_ X<_ 1600 nm (k = Operating Wavelength). Master Fiber Agreement Page 19 of 25 ENVIRONMENTAL SPECIFICATION `reference temperature- +23 °C DIMENSIONAL SPECIFICATIONS Standard Length (km /reel): 2.2— 25.2 *longer spliced lengths available at a premium. Operating Temperature Range -60° C to +85° C Glass Geometry Coating Geometry Fiber Curl: >_ 4.0 m radius of curvature Coating Diameter: 245 ± 10 pm Cladding Diameter: 125.0 t 1.0 pm Coating — Cladding Concentricity < 12 pm Core -Clad Concentricity: <_ 0.6 pm Cladding Non - Circularity: <_ 1.0% Defined as: [ Min. Clad _ liameter ] x 100 Max. Cladding Diameter MECHANICAL SPECIFICATIONS Proof Test: The entire length of fiber is subjected to a tensile proof stress ? 100 kpsi (0.7 GN /m2) *. MasterMber Agreement Page 20 of 25 Induced Environmental Test Condition Attenuation dB /km 1310 nm 1550 nm Temperature Dependence •_0.05 •_0A5 -600 C to +85° C* Temperature- Humidity Cycling 10° C to +85 0C *, up to 98% •50.05 •0.05 RH Water Immersion, 23 0C •_0.05 •0.05 Heat Aging, 85 °C •0.05 50.05 `reference temperature- +23 °C DIMENSIONAL SPECIFICATIONS Standard Length (km /reel): 2.2— 25.2 *longer spliced lengths available at a premium. Operating Temperature Range -60° C to +85° C Glass Geometry Coating Geometry Fiber Curl: >_ 4.0 m radius of curvature Coating Diameter: 245 ± 10 pm Cladding Diameter: 125.0 t 1.0 pm Coating — Cladding Concentricity < 12 pm Core -Clad Concentricity: <_ 0.6 pm Cladding Non - Circularity: <_ 1.0% Defined as: [ Min. Clad _ liameter ] x 100 Max. Cladding Diameter MECHANICAL SPECIFICATIONS Proof Test: The entire length of fiber is subjected to a tensile proof stress ? 100 kpsi (0.7 GN /m2) *. MasterMber Agreement Page 20 of 25 EXHIBIT C. OPERATIONS AND MAINTENANCE I. PREVENTATIVE, DEMAND AND EMERGENCY MAINTENANCE A. Preventative Maintenance: Preventative Maintenance refers to upgrades, and or routine maintenance or necessary alteration /repair of hardware or software or upgrades to increase capacity. Preventative Maintenance may temporarily degrade the quality of the service, including possible outages. Preventative Maintenance shall be undertaken only between the hours of 01:00:00 and 05:00 :00 Local Time. The Party performing such maintenance shall provide at least three (3) days prior notice to the other Party of Preventative Maintenance. Preventative Maintenance performed by Provider shall commence with respect to the Licensed Fiber(s) upon the commencement of the grant of License hereunder. Preventative Maintenance performed by Provider shall include the following activities: (i) Patrol of System route on a regularly scheduled basis; (ii) Maintenance of a Tall-Before-you- Dig" program and all required and related cable locates; (iii) Maintenance of sign posts along the System right -of -way with the number of the local `Call- Before -You -Dig" organization and the °800" number for the appropriate "Call-Before-You-Dig" program; and (iv) Assignment of maintenance technicians to locations along the route of the System at . approximately 200 -mile intervals dependent upon terrain and accessibility. (ii) Recipient shall immediately report the need for Unscheduled Maintenance to :Provider in accordance with procedures promulgated by Provider from time to time. Provider will log the time of Recipient's report, verify the problem and dispatch personnel immediately to take corrective action. Master Fiber Agreement Page 21 of 25 B. Emergency Maintenance (Unscheduled Maintenance or Repair): Emergency Maintenance shall be performed by or under the direction of Provider in response to an alarm identification by Provider's Network Operations Center ( "NOC "), notification by Recipient or notification by any third party of any failure, interruption or impairment in the operation of a Recipient Fiber, or any event imminently likely to cause the failure, interruption -or impairment in the operation of a Recipient Fiber. Work to address an Emergency Maintenance situation may degrade the quality of or cause outages. Provider may undertake Emergency Maintenance at any time deemed necessary but shall make commercially reasonable efforts to perform such maintenance within the hours identified for Preventative Maintenance if possible. Provider shall provide notice of Emergency Maintenance to Recipient as soon as is commercially practicable under the circumstance but when reasonably possible; provide notice twenty -four (24) hours in advance. Whenever prior notice is given, Recipient agrees to acknowledge notice of the emergency event in a reasonable period of time and in all events, Recipient will take necessary steps to notify key personnel internally in order for the Provider to correct or repair the affected area. C. Demand Maintenance: "Demand" maintenance is work necessary to restore service, to one or more end -users of Provider and /or maintenance work required when a deficiency is found when performing Preventative Maintenance work. Provider may undertake Demand Maintenance immediately. Provider shall provide notice of Demand Maintenance to Recipient as soon as is commercially practicable under the circumstances. D. Notification: Provider shall provide Recipient with notice of Preventative Maintenance or as soon as possible in the case of Emergency or Demand Maintenance to the following by means of electronic mail notification and telephone: Recipient: Scott Golden Information Technology Manager City of Gilroy scott.golden@cityofgilroy.org 408 - 846 -0237 Recipient shall notify Provider, of any failure, interruption or impairment in the operation of a Recipient Fiber, or any event imminently likely to cause the failure, interruption or impairment in the operation of a .Recipient Fiber. Provider: Charter Business Network Operations Center (CB NOC): Fiber Support One Call Phone: (866) 603 -3199 Email: CBPCCa)chartercom.com Recipient shall have the right to be present, at its sole cost and expense, during the performance of any Maintenance so long as this requirement does not. interfere with Provider's ability to perform its obligations under this Agreement. In the event that Maintenance is canceled or delayed for whatever reason as previously notified, Provider shall notify Recipient at Provider's earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity. II. CHARTER BUSINESS NETWORK OPERATIONS CENTER. Provider operates and maintains an operations center, Charter Business Network Operations Center (CB NOC), which is staffed twenty -four (24) hours a day, seven (7) days a week. Provider shall have a maintenance employee at the site requiring Emergency or Demand Maintenance activity within Master Fiber Agreement Page 22 of 25 four (4) hours after the time Provider becomes aware of an event requiring Emergency or Demand Maintenance, unless delayed by circumstances beyond the reasonable control of Provider. III. COOPERATION AND COORDINATION. Recipient shall utilize the Charter Business Performance Center Escalation List, as updated from time to time, to report and.seek immediate initial redress of exceptions noted in the performance of Provider in meeting maintenance service objectives. The following is the initial Charter Business Network Operations Center Escalation List. Charter Business Network Operations Center Escalation List. The purpose &,escalations is to ensure that adequate resources are mobilized quickly, tracked appropriately and the issue is resolved in the shortest possible time. To that end, the Charter Business NOC performs internal and external escalations within Charter and provides this escalation list to our customers and service partners for the purpose of escalations within the CB NOC. Level Name/Title /Email Contact Numbers First Level Charter Business NOC Lead Engineer 1- 866 -603- 31'99 Escalation 1- 502 -420 -7298 (Request Escalation) 1 Hour Second Level Charter Business NOC Shift Manager 1- 866 - 603 -3199 Escalation 1- 502420 -7298 1 st Shift — (7AM — 3 PM Eastern) (Request Shift Manager 2 Hours Matt Loomis matt. loom is(@chartercom.com Level Escalation) 2nd Shift — (3 PM —11 PM Eastern) Khalil Johnson khalil.Johnson(a)chartercom.com 3`d Shift — (11 PM — 7 AM Eastern) Mike Dumberg rnichael.dumberg(@chartercom.com Third Level Charter Business NOC-Sr. Manager 1- 866 -603 -3199 Escalation (Request Sr. Manager Level Escalation) 4 Hours Gerald Mascho gerald.maschoCa)charter.com 502 -420 -7467 office 502- 442 -4494 cell Anthony Abounader anthony.abounader(o)charter.com 502 -420 -7294 office 502 -379 -9111 cell Fourth Level Charter Business NOC Director 1 -866- 603 -3199 Escalation (Request Director Level OPEN Escalation) 6 Hours Fifth Level VP Network Operations 314 -288 -3494 office Escalation 864 -303 -3656 cell Matt Cuneio 7 Hours matthew.cuneio(a ) chartercom.com Master Fiber Agreement Page 23 of 25 Sixth Level SVP Network Operations 303- 323 -1347 office Escalation Keith Hayes keith.hayes(a)chartercom.com 8 Hours (a) TROUBLE REPORTING PROCEDURES To report suspected problems on the Recipient Fiber please call our CBPC: Fiber Support One Call at (866) 603 -3199. We will request the following information related to the problem you are reporting: 1. Company name 2. Your name 3. Your phone number 4. Customer Contact name and number 5. Customer account number 6. Customer trouble ticket number 7. Fiber origination and termination locations 8. Time of trouble onset 9. Nature of observed trouble 10. Is Licensed Fiber(s) released to Recipient for testing? Once our CBPC representative has received all of this information a Customer Trouble Ticket will be assigned and investigation of your report will begin. Once the status of your report has been determined the CBPC will contact your designated contact individual at the appropriate number to discuss the findings. In any circumstance the initial response to Recipient will be within two (2) hours of the completion of the trouble reporting procedure. (b) Provider will, as necessary, arrange for unescorted access for Recipient to all sites of the System, subject to applicable contractual, underlying real property and other third -party limitations and restrictions. (c) In the event that any Maintenance hereunder requires a traffic roll or reconfiguration involving cable, fiber,, electronic equipment, or regeneration or other facilities of the Recipient, then Recipient shall, at Provider's reasonable request, make such personnel of Recipient available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with Provider in performing such maintenance as required of Provider hereunder. IV. Facilities. Provider shall maintain the System in a manner which will permit Recipient's use, in accordance with the terms and conditions provided under the terms of the Agreement. V. Cable /Fibers. (a) Provider shall perform appropriate Preventative Maintenance on the System in accordance with Provider's then current preventative maintenance procedures, which shall not substantially deviate from standard industry practice. (b) Provider shall have qualified representatives on site any time Provider has reasonable advance knowledge that another person or entity is engaging in construction activities or otherwise digging within five (5) feet of the Cable. Master Fiber Agreement Page 24.of 25 VI. Subcontracting. Provider may subcontract any of the maintenance services hereunder; provided that Provider shall require the subcontractor(s) to perform in accordance with the requirement and procedures set forth herein. The use of any such subcontractor shall not relieve Provider of any of its obligations hereunder. Master Fiber Agreement Page 25 of 25 ACC>RI CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES :NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,. the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rig_ hts to the certificate holder in' lieu of such endorsement(s). PRODUCER _ Marsh; USA Inc. 761 Market Street, Suite; 1100 CONTACT NAME: PHONE FAX No): E MAIL ADDRESS: St. Louis, MO 63101 -1830 Attn: stlouis.certrequest @marsh.com (fax) 212- 948 -0811 11/01/2014 111/01/2015 EACH OCCURRENCE INSURER(SI AFFORDING COVERAGE NAIC # INSURER A: Old Republic Insurance Company 24147 405245- ALL -GAWU -1415 FCSCII Y Gil -CA INSURED Charter Communications, . Inc. INSURERB: North American Elite Insurance Company 29700 GENERAL AGGREGATE 12406 Powerscourt Drive INSURER C PRODUCTS- COMP /OPAGG INSURER D: St. Louis, MO 63131, INSURER £ : AUTOMOBILE LIABILITY ANY AUTO ALL OWNED 'SCHEDULED AUTOS ALTOS X NON -OWNED HIRED AUTOS AUTOS _- INSURER F: _ MWTB 302641 COVERAGES CERTIFICATE NUMBER: CHI - 003950676 -53 REVISION NUMBER: 12 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE.INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER _DOCUMENT WITH, RESPECT TO WHICH THIS . CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR� LTR' - TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF' MM/DD/YYYY i POLICY EXP MM /DD/YYYY - LIMITS. A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE M OCCUR MWZY 303015 11/01/2014 111/01/2015 EACH OCCURRENCE $ 2,000,000 DAMAGE TO PREMISES (Ea occurrence) $ 500,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'LAGGREGATELIMITAPPLIES'PEP, X POLICY PRO- LOC PRODUCTS- COMP /OPAGG $ 2,000,000 $ A i AUTOMOBILE LIABILITY ANY AUTO ALL OWNED 'SCHEDULED AUTOS ALTOS X NON -OWNED HIRED AUTOS AUTOS _- MWTB 302641 11/01/2014 11/0112015 MBINED SINGLE LIMIT (CEO, accident 2,000,000 � X BODILY INJURY (Per person) $ -- BODILY INJURY (Per accident), $ X PROPERTY DAMAGE Per a i ent $ — - - - -- B - --- X IJM_SA LLA Lib;B EXCESS LIAB X OCCUR CLAIMS -MADE UMB 0007893 -03 11/01/2014 11/0112015 EACH OCCURRENCE. $ 1,000,000 AGGREGATE $_ - - 1,000,000 -__ _DED_.._— _RETENTION$ A _. .. "WORKERS .COMPENSATION AND EMPLOYERS' LIABILITY ❑ ANY., PROPRIETOR /PARTNER /EXECUTIVE Y / N OFRCER/MEMBER EXCLUDED? N_ (Mandatory in NH) If yyes, describe tinder DESCRIPTION .OF OPERATIONS below. _. 'NIA MWC30301400 - 11/01/2014 11/01/2015 '..E:L.DISEASE- X WcsTATrU _IOTH- I ER — - - EL. EACH ACCIDENT 2,000,000 $ E:L. DISEASE - EA EMBLOYE '$ 2,000,000 -" PO (POLICY LIMIT- $ _ _ 2,000,000 DESCRIPTION 60 OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) (See reverse and /or attached for additional information) City of Gilroy Attn: City Clerk 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE. THE. EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE` WITH THE POLICY PROVISIONS. of Marsh USA Inc. Manashi Mukherjee `VA_M%A010 " ©1988 -2010 ACORD CORPORATION. All nahts reserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD ACO AGENCY CUSTOMER ID: 405245 LOC #: St. Louis ADDITIONAL REMARKS SCHEDULE .Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. Charter Communications, Inc. 12405 Powerscourt Drive St Louis, MO 63131 POLICY NUMBER CARRIER. NAIC CODE interest in (or its subsidiaries "interest in) any company or organization coming under its active management or control; any entity or party required to be insured under any contract or agreement which may now exist, may have previously existed, or may hereafter be created or acquired. EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FARM NI IIuRPR• 25 Fr%pu -nTI P. Certificate of Liabilitv Insurance Charter Communications; Inc. and their. — subsidiaries, associated, affiliated and inter - related companies; controlled or majority (more than 50 %) owned partnerships, limited liability, companies;' interest only in (or its subsidiaries' Interest in) any other partnerships or joint ventures or limited liability companies; interest in (or its subsidiaries "interest in) any company or organization coming under its active management or control; any entity or party required to be insured under any contract or agreement which may now exist, may have previously existed, or may hereafter be created or acquired. American Cable Entertainment Company, LLC Charter Communications VI, LLC HPI Acquisition Co., L.L.C. Athens Cablevision, Inc. Charter Communications V, LLC Intedink Communication Partners, LLC Ausable Cable TV, Inc. Charter Communications, LLC Long Beach,11-C Cable Equities Colorado, LLC, Charter Video Electronics, Inc. Marcus Cable Associates, L.L.C. CC10, LLC Dalton Cablevision, Inc. Marcus Cable of Alabama, L.L.C. CC Michigan, LLC Falcon Cable Media, a California Limited Partnership Marcus Cable, Inc. CC Systems, LLC Falcon Cable Systems Company 11, L.P. Midwest Cable Communications, Inc. CC VIII Operating, LLC Falcon Cablevision, a California Limited Partnership ,Peachtree Cable TV, L.P. CCO SoCal I, LLC falcon Community Cable, LP. Plattsburgh Cablevision, Inc. CCO SoCal'11, LLC Falcon Community Ventures I Limited Partnership Renaissance Media, LLC Charter Cable Partners, L.L.C. Falcon First Cable of New York, Inc. Rifkin Acquisition Partners, LLC Charter Communications Entertainment 1, LLC Falcon First Cable of the Southeast, Inc. Robin Media Group, Inc. Charter Communications Entertainment ll, LLC FalconTelecable, a Cal fomia Limited Partnership Scottsboro TV Cable, Inc. Charter Communications Operating, LLC Falcon Video Communications, L.P. Tennessee, LLC Charter Communications Properties LLC The Helicon Group, L.P. Tioga Cable Company, Inc. Bresnan Communications; LLC Hometown T.V., Inc. Vista Broadband Communications, LLC Bresnan Digital Services, LLC Bresnan Broadband Holdings, LLC Bresnan Microwave of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Wyoming, LLC ...and any corporation or other business organization other than a joint venture in which the Named Insured shown in the declarations has or acquires during the:policy period an ownership of more than 509% and which is domiciled within the United States of America; its territories or possessions, Puerto Rico or Canada Entity: Falcon Cable Systems Company II, L.P. Re: Franchise Agreement The City of Gilroy and Harris & Associates; their governing bodies or boards, officers, agents and employees are added as Additional Insured to the Commercial General Liability policy but only with respects to the requirements of the written contract or agreement with the Named Insured. Additional Insured status becomes effective once the written contract or agreement is fully executed. This insurance is primary and non- contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract CG 00 01 (Ed. 10 93) contains Separation of insureds clause. A waiver of subrogation is recognized where required by written contract ACORD 101 (2008/01) © 2008 ACORD CORPORATION.. All rights reserved. The ACORD name and logo are registered marks of ACORD U-40A ENDORSEMENT Additional Premium: Return Premium: This endorsement, effective 12/30/14 forms a part of Policy No. MWZY 303015 nolicv effective date 11/01/14 expiration date 11/01/15 issued to Charter Communications, Inc. by OLD REPUBLIC INSURANCE COMPANY, Greensburg, Pennsylvania It is hereby'understood and agreed that form CG 20 10 0413, Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization is added and made part of the policy for City of Gilroy, its officers and employees. Endo- rsement # 1 Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, agreements or limitations of the Policy or any Endorsement attached thereto, except as herein set forth. This Endorsement shall not be valid until countersigned by a duly authorized representative of the Company. Attest: x� Secretary , President Countersigned at Brookfield, Wisconsin this .31st ............... day of. December,,,...... 20,14,.,. ,.y�y/ceo Authorized Representative. ENDORSEMENT O MWZY 30015 Charter Communications, Inc. 1110112014 - 1110112015' llllq� 9f R. MAT FrI7 1: 1111:11[lill POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR. CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s Locations Of Covered Operations City of Gilroy, its officers and employees The locations as specified in the written contracts or agreements. 7351 Rosanna Street Gilroy, CA 95020 City of Gilroy, its officers, officials and employees are included as additional insured in accordance with the policy provisions of the General Liability policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 ENDORSEMENTO MINZY 303015 Charter Communications, Inc. 1110112014 - 1110112015 A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising. injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at 'the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or B. With respect to the insurance afforded to these additional insureds, ..the .following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered .operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 2. Available under the applicable. Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 ©Insurance Services Office, Inc., 2012 CG 20 10 04 13 ENDORSEMENT #1 MWZY 303015 Charter Communications,.Inc. 1110112014 - 1110112015 IL 10 (12106) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTIFORM SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 8. is deleted in its entirety and replaced with the following; Transfer Of Rights Of Recovery. Against Others To Us If the insured has the right to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to; us. The insured may waive those rights before or after a lass. We will act in concert with the insured and all other interests in the exercise of such rights of recovery. Any recovery shall be apportioned as follows: a. First, any amount paid by any interest (including the insured) shall be reimbursed to such interest (including the insured); Second, we shall be reimbursed out of the balance then remaining up to the amount paid under this policy, and c. Third, the insured is entitled to the residue. The expense of all proceedings necessary to the recovery of any such amount shall 'be apportioned between the interests concerned (including the insured and us) in the rate of the respective recoveries as finally settled. If there shall be no recovery in proceedings instituted solely on our initiative, the expense thereof shall be borne by us. GL 478 012 1112 Page 1 of 1 MWZY303015 Charter Communications, Inc. 1110112014 - 11/01)2015 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 POLICY NUMBER MWC 303014 00 y') . WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. DATE OF ISSUE: 10 -23 -14 0 1483 National Council on Compensation Insurance. INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 POLICY NUMBER MWC 303014 00 aA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a, written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED { TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. DATE OF ISSUE: 10 -23 -14 ®1998 by the Workers' Compensation Irsurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual ©1999. INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A POLICY NUMBER: MWC 303014 00 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3:A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ❑ Specific Waiver Name of person or organization ® Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROG_A_T_ION_ IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. 2. Operations: 3. Premium: INCLUDED The premium charge for this endorsement shall be percent of the premium developed on payroll in con- nection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: DATE OF ISSUE: 10 -23 -14 INSURED COPY C' WORKERS COMPENSATION AND, EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 POLICY NUMBER MWC 303014 00 UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We: will not enforce our right against the person. or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from. us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does'not release our authority as trustee of claims against -third parties. Schedule ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. DATE OF ISSUE: 10 -23 -14 ® 2000 National Council on Compensation Insurance, Inc. INSURED COPY COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IS CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 MWZY 303015 Charter Communications, Inc. 1110112014 - 1110112015 THIS FORM APPLIES IN STATES WHICH USE: CA 00 01 (03 -10) AND CA 00 01 (03 -06) IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM SCHEDULE Name of Person or Organization: All persons or organizations as required by contract oragreement (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The Transfer Of Rights Of Recovery Against Others To Us Condition is changed by adding the following: We waive any right of recovery we may have against the person(s) or organization(s) shown in the Schedule because of payments we make for injury or damage. This waiver applies only to the person or organization shown in the Schedule. Any recovery obtained shall be distributed in the following manner: a. We will pay any amount:paid by you or any other party (not including us); b. We will then receive reimbursement from the remaining recovery amount up to the amount paid under this policy; C. We will pay you any additional recovery dollars remaining. The expense of all proceedings necessary to the recovery shall be shared between all parties based on the recovery amount received. Under this method, each parties share is based on the ratio of its recovery to the total recovery. If there shall be no recovery in proceedings initiated by us, the expense will be our responsibility. PCA 023 03 06 MWTB 302641 Charter Communications, Inc. 1110112014 - 1110112015