COMMUNICATIONS SUPPORT GROUP, INC. (JOHN RISK) 1

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?Rcs C3� �d RO%CJ V �q �� o N-2011-012 FEB ? 201w CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT This Confidentiality and Non -Disclosure Agreement (hereinafter "Agreement") is entered into as of , 2011 (the "Effective Date") by and between Time Warner NY Cable LLC-a.k.a. Time Warner Cable, and its parents and subsidiaries (hereinafter collectively referred to as the "Disclosing Party"), on the one hand, and the City of Santa Ana (hereinafter referred to as the "City"), on the other hand and Communications Support Group, Inc. (hereinafter referred to as "City's Agent" or "Financial Auditor"). WHEREAS, the City of Santa Ana Cable Television Franchise with Time Warner Cable at Section 9.2. Records states: "Subject to the provisions of Section 10, Grantee must maintain and make available for inspection during normal business hours, and upon reasonable advance written notice, a separate and complete set of business records that are reasonably necessary to enable Grantor to monitor compliance with the terms of this Agreement, or to perform Grantor's regulatory functions_ Grantee need not maintain all such records at the regional business office specified in Subsection 1.1(b), but will make them available for inspection at that location unless alternate arrangements are agreed upon by Grantor and Grantee. If Grantee's records are not available at Grantee's regional business office, then Grantee will pay the reasonable travel costs of the Grantor's representative to review the records at a different location_ The Grantee will not be required to maintain any books and records for franchise compliance purposes longer than five years. Notwithstanding any provisions to the contrary contained in this Agreement, the Grantee will not be required to disclose the books and records of any affiliate that is neither providing cable service in the franchise service area nor receiving revenue from the provision of such cable service." WHEREAS, Section 5860(i) of the California Public Utilities Code states, in part: "Not more than once annually, a local entity may examine the business records of a holder of a. state franchise to the extent reasonably necessary to ensure compensation in accordance with this section. .... Any claims by a local entity that compensation is not in accordance with subdivision (a) ... shall be made within three years and 45 days of the end of the quarter for which compensation is remitted, or three years from the date of the remittance, whichever is later". WHEREAS, the City of Santa Ana has employed the services of Communications Support Group, Inc. and its subcontractor Diehl Evans & Co as its agent to conduct- a financial audit of Time Warner in relation to PEG Fees and Franchise Fees. WHEREAS, the parties hereto agree that to facilitate the conducting of an audit of the Disclosing Parties' activities related to their business in the City of Santa Ana, California, it will be necessary for the Disclosing Party to disclose to the Financial Auditor and City certain information, all of which disclosed information shall be treated as Confidential and Proprietary Information, as hereinafter defined; -1-