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2. Grantee will maintain records related to all reimbursable electrical power expenses related to the Coaxial I-Net, which records will be made available for Grantor's inspection. The quarterly reimbursement amount due to Grantee may be deducted from the quarterly franchise fee and PEG capital support payments to be made by Grantee to Grantor under the provisions of this Agreement. 3. On the fourth anniversary ofthe effective date of this Agreement, the parties will meet and confer for the purpose of evaluating the reasonableness of the annual reimbursement provisions set forth above in paragraph (C)(I). The parties will evaluate the costs associated with the operation, maintenance, and electrical powering of the Coaxial I-Net and will determine whether any adjustment in the annual reimbursement amount is required in order to reflect changes in the costs of electrical power and maintenance. If an increase in the annual reimbursement amount is determined by Grantor to be reasonable and necessary, then an adjusted amount may be approved by the parties. If an increase is determined by Grantor to be unreasonable and unnecessary, then Grantor shall proceed to assess the financial feasibility and technical practicability of the continued operation ofthe Coaxial I-Net and alternatives to the Coaxial I-Net, as provided for below in paragraph (D)(I). Designated users of the Coaxial I-Net within the franchise service area may, at the option of the parties, be invited to participate in these meetings and deliberations. D. Miscellaneous Provisions Related to the Coaxial I-Net. I. At such time as Grantor has expended $50,000 in connection with the capital expenses referenced above in paragraph (B), the parties will meet and confer in good faith with regard to the financial feasibility and technical practicability of the continued operation of the Coaxial I-Net and the alternatives to the Coaxial I-Net that may then exist. 2. At any time during the term of this Agreement, Grantee may evaluate alternative technologies and submit proposals to Grantor and to the designated users of the Coaxial I-Net for future services that are comparable or superior to those then provided by the Coaxial I-Net. The parties acknowledge that designated third-party users ofthe Coaxial I-Net may terminate their Coaxial I-Net use at any time in order to avail themselves of alternative technologies. 3. If the Coaxial I-Net is deactivated by Grantee during the term of this Agreement, and the Coaxial I-Net plant, equipment, and facilities are not removed by Grantee, then Grantee will continue to be responsible for the safety of those facilities and will remain liable to Grantor under the indemnification provisions of Subsection 13.4 of this Agreement. E. Grantee's Future Obligation to Extend the Coaxial I-Net. 1. Grantee will provide a direct fiber connection as described in the letter dated June 24, 2004, from Grantee's General Manager (see Schedule 2 to Exhibit F) for the purpose of enabling fiber transmission of video and audio programming from Grantor's City Council Chambers to the nearest node. Grantee shall be reimbursed for the capital costs of providing this fiber connection, which will not exceed $37,000. The exclusive source of this 12097-0002\680672vI9.doc F-7 City of Sanfa Ana EXECUTION COPY 4/07/05