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HomeMy WebLinkAboutSPECTRUM (CHARTER COMMUNICATIONS OPERATING, LLC) Spectrum,, ENTERPRISE SPECTRUM ENTERPRISE SERVICE AGREEMENT The customer identified below ("Customer") hereby acknowledges and agrees to the Commercial Terms of Service attached hereto("Terms of Service")with respect to any service order(s)placed by Customer and accepted by Spectrum hereafter(each, a "Service Order'), which together with this agreement constitute the "Service Agreement" by and between Customer and Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the services hereunder ("Spectrum"). SupportSpectrum Sales Spectrum Account Executive: Wayne Gilchrist Office: (760)674-5543 Mobile: (760)289-9703 Email: wayne.gilchrist@charter.com Customer Information Customer Name(Exact Legal Name): City of Santa Ana Street Address: 20 Civic Center Plaza Suite: City: Santa Ana State: CA Zip: 92701 Customer's Main Tel. No.: (714)647-5400 Customer Contact Name: Email: Tel No: Mike Fetner Mfetneraasanta-ana.org (714)647-5384 Melanie Torres MtorresCa.santa-ana.org (714)647-5373 Billing Address: 20 Civic Center Plaza Suite: M-42 City: Santa Ana State: CA Zip: 92701 Billing Contact Name: Email: Tel No: Melanie Torres IT Admin(ac�santa-ana.orq (714)647-5373 Mike Fetner Mfetner santa-ana.or 714 647-5384 Agreement BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS. Authorized Signature for Cia omer Charter Communications Operating, LLC By:OCTFawove6rnmunications, Inc., its Manager B B /� Name: i`1Ir/e1 r '' i -1 c j Name: Mark A Kornegay Title: ' ilaq< Title: GVP, vertical Markets Sales Date: p 2 Date: 2/24/2025 Approved as to Form Attest = `` B B Namkon Martinez Na { Syr TitleAssistant City Attorney Title: C 1} j�r Date: Feb 25,2025 Date: b p� Enterprise Service Agreement v 240607 CONFIDENTIAL Page 1 of 15 ©2016-2024 Charter Communications,all rights reserved Recommended for Approval By: Name: C C.I Title: Ter houi 06N inn CA- Date: i I ' Enterprise Terms of Service v 240607 CONFIDENTIAL Page 2 of 15 ©2016-2024 Charter Communications,all rights reserved i I i INSURANCL ON FILE A-2025-029 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 3 CITY CLERK DATE: APR Z 9 2025 COMMERCIAL TERMS OF SERVICE o; IT(0) F ,)These Terms of Service include all Service Attachments(defined below),any applicable Service Level Agreements,and all other M I documents identified hereunder,each of which are incorporated herein by reference. The Service Attachments further describe Spectrum's services (each a "Service" and collectively the "Services") and set forth additional terms and conditions for the applicable Service. Spectrum and Customer may each be referred to herein as a"Party"and collectively as the"Parties." GENERAL 1. SERVICE AGREEMENT TERM. The Service Agreement shall be effective upon the latest date of the signatures of the Parties(the"Effective Date"). The Service Agreement shall remain in effect for forty-eight(48)months from the Effective Date (the "Term"). The Term may be extended up to three(3)times for terms of twelve (12) months by agreement of both parties in writing. Either Party shall notify the other Party of Its desire not to renew this Service Agreement by giving sixty(60)days prior written notice to the other party before the expiration of the then current Agreement Term. 2. SERVICES. Customer shall request Services hereunder by submitting Service Orders in a manner required by Spectrum. All submitted Service Orders are subject to approval and acceptance by Spectrum.Upon Spectrum's acceptance of a Service Order, as indicated by: (a) Spectrum's written acceptance, (b) Spectrum's delivery of the Services, or (c) commencement of installation, such Service Order shall be deemed incorporated into the Service Agreement. Spectrum shall provide the Services to Customer at the Service address(es)specified in the applicable Service Order("Service Location(s)"). 3. ORDER TERM. The"Initial Order Term"is the time period starting on the date the Services are functional in all material respects and available for use(the"Billing Start Date")and continuing for the period of time specified in the Service Order(s). If no Initial Order Term is specified in a Service Order, the Initial Order Term is twelve (12) months from the Billing Start Date. Upon expiration of the Initial Order Term,the applicable Service Order shall automatically renew for successive one-month terms (each a"Renewal Order Term', collectively with the Initial Order Term, the"Order Term"), unless either Spectrum or Customer elects to not renew the Service Order by notice provided to the other at least thirty(30)days in advance of the expiration of the then-current Order Term. For the purposes of clarification, each Parry's rights and obligations under this Service Agreement shall continue until the expiration or termination of any Order Term set forth in any Service Order under the Service Agreement. 4. AVAILABILITY OF FACILITIES. Customer understands that certain Services,or certain features,may not be available in all Spectrum service areas, may change from time to time and Spectrum may decline to provide any requested Services. Spectrum's ability to provide Services depends upon its ability to secure and retain,without additional expense,suitable facilities, third-party connections,and rights to construct and maintain necessary facilities such as pole attachments and conduits to serve the Service Location. If Spectrum is unable to secure and retain such items in accordance with the foregoing, Spectrum may decline to accept or cancel a Service Order upon notice to Customer in accordance with Section 5(f). Spectrum may act as Customer's agent for ordering access connection facilities provided by other providers or entities when authorized by Customer to allow connection of a Service Location to the Network. S. SERVICE LOCATION ACCESS AND INSTALLATION. (a) Access. Spectrum requires reasonable access to each Service Location at any time throughout the Term as necessary for Spectrum to provide the Services and to review, install, inspect, maintain, repair, or remove any Spectrum-provided cabling, wiring,modems, related splitters, routers or other equipment("Spectrum Equipment")used to provide the Services. If Customer owns or controls the Service Location(s), Customer hereby grants Spectrum permission to enter the Service Location(s)in order for Spectrum to fulfill its obligations and exercise its rights under the Service Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain,with Spectrum's reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtained by either Party,then Spectrum may decline Customer's request for Services,or terminate or amend the affected Service Order with respect to the Service Location that Spectrum cannot access, without any liability to Customer. (b) Installation Review. Spectrum may perform,either before or after acceptance of a Service Order,an installation review (including a review of Customer's inside wiring) of each proposed Service Location prior to installation of the Services to determine the serviceability of such network location and/or the need to extend Spectrum's facilities,fiber optic cable,electronics, or other equipment(collectively,the"Network')to provide the Services at the Service Location. (c) Site Preparation. Customer shall be responsible for necessary preparations at the Service Location(s)for delivery and installation of Spectrum Equipment and the installation and ongoing provision of Services,including the relocation of Customer's equipment, furniture, and furnishings as necessary to access the Spectrum Equipment or Services. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 3 of 15 ©2016-2024 Charter Communications,all rights reserved In addition,Customer shall provide Spectrum with floor space, rack space,other space,wiring(except if wiring is to be provided by Spectrum as set forth below), and clean power all as is reasonably necessary for the installation, operation, and delivery of Spectrum Equipment and Services at the Service Location(s). Notwithstanding the foregoing, any wiring that Spectrum installs between the point of entry into the building at the Service Location to the applicable network interface device("NID")is referred to herein as "Demarc Wiring." Any wiring from the NID to the terminating equipment at the Service Location (e.g., cameras, WiFi access points, phones, etc.) is referred to herein as"Inside Wiring." Spectrum will install Demarc Wiring as necessary in connection with installation of the Service. Additionally, Spectrum offers a wiring installation service related to certain Services, whereby Spectrum will install Inside Wiring if selected by Customer and Customer enters a Service Order for such installation. With regard to both Demarc Wiring and Inside Wiring that Spectrum installs, such wiring is considered part of the Spectrum Equipment. Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, any fees or expenses whatsoever in connection with Customer's provision of space, power, inside wiring, or access as described herein, or otherwise in connection with Customer's performance of its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing or using the Services ("End User")shall be borne solely by Customer. Any failure or refusal by Customer to be ready to receive Services shall not release Customer from its obligation to pay Service Charges (defined below) for any Services that would otherwise be available for Customer's use. (d) Installation. Spectrum will schedule one or more installation visits with Customer. At Customer's request, Spectrum may perform installation or maintenance on weekends or times other than during normal business hours; provided, however, Customer may be assessed reasonable, additional Service Charges based on Spectrum's actual incurred labor, material or other costs for such non-routine installation or maintenance. Customer's authorized representative must be present during installation. If Spectrum is unable to install the Service as a result of (i) Customer's (or any End User's) failure to deliver any required materials,support or information to Spectrum;(ii)Customer's(or any End User's)failure to provide access to a Service Location; (III)Spectrum's inability to obtain access to equipment at the Service Location as necessary for installation of the Service,or(iv) Customer's Equipment (as defined herein) being inadequate to interconnect with the Services, then Customer shall pay Spectrum a Service Charge at Spectrum's then prevailing rates for any installation trip made by Spectrum and an additional Service Charge for each subsequent trip necessary to perform the Service installation. In addition, if Spectrum's installation of the Service is delayed as a result of Customer's actions or inactions as set forth above or if Customer is otherwise refusing or not ready to receive Services,then Spectrum will notify Customer that Spectrum is ready to finalize installation of the Services (the"Ready Notice")and may begin invoicing Service Charges as set forth in Section 7 upon the earlier of the Billing Start Date or sixty(60)days after the date of the Ready Notice, Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer- provided or End User equipment(collectively,"Customer Equipment"),unless otherwise set forth in a Service Attachment or agreed in writing between the Parties, and shall conform its Customer Equipment and software, and ensure that each End User conforms its equipment and software,to the technical specifications for the Service provided by Spectrum. (e) Spectrum shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and for those damages directly caused by Spectrum's faulty workmanship or installation of the Service,provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of normal workmanship. If the installation and maintenance of Services at the Service Locations is or becomes, in Spectrum's sole opinion,hazardous or dangerous to Spectrum's employees or Network,the public, or property, including without limitation due to the presence of asbestos or other hazardous materials, Spectrum may refuse to install and maintain such Service or stop providing Services until such time as the condition is remedied or an alternative Service Location is designated that is not hazardous or dangerous. Customer shall bear any additional costs incurred by Spectrum II! arising from any such hazardous or dangerous conditions, (f) Service Order Revisions and Cancellations. If, either before or after a Service Order is executed,or during the course of this Service Agreement,Spectrum determines that: (i)there is a lack of available service,facilities, or other items as detailed in Section 4, or the criteria outlined in Section 5 are not met; (ii)additional work is necessary to enable Spectrum to deliver the Services to the Service Location; (iii)access, transmission medium, equipment, adequate transmission capacity,services from or interconnection with the services or facilities of other providers, would require an additional cost or are unavailable; (iv) Customer's inside wiring is causing signal leakage which violates the Federal Communications Commission's guidelines;or(v) there is any other cause beyond Spectrum's control that causes an adverse effect on Spectrum's ability to provide the Service, then Spectrum may, at Spectrum's sole discretion, either decline to accept or cancel a Service Order. Alternatively, Spectrum will notify Customer of any additional Service Charges in excess of the amounts previously specified in a quote or Service Order. If Spectrum notifies Customer that additional Service Charges will apply and if Customer does not agree to pay such Service Charges by executing a revised Service Order within five(5)business days of receiving the same,Customer and Spectrum shall each have the right to cancel the applicable Service at the applicable Service Location or,if no Service Order has been executed, Enterprise Terms of Service v 240607 CONFIDENTIAL Page 4 of 15 ©2016-2024 Charter Communications,all rights reserved 'i Spectrum has the right to decline to accept a pending Service Order. 6. EQUIPMENT. (a) Equipment Responsibilities and Safeguards Spectrum shall use commercially reasonable efforts to maintain and secure the Spectrum Equipment used by Spectrum to provide Services to Customer. Except as otherwise provided in this Service Agreement or any Service Order(s), Customer shall be responsible for the maintenance or repair of any cable, electronics, structures, equipment, or materials owned or provided by Customer. Customer shall not, and shall not cause any third party to, move, modify, disturb, alter, remove, relocate to another Service Location, install software on the Spectrum Equipment not provided by Spectrum, or otherwise tamper with or use any portion of the Spectrum Equipment without the prior consent of Spectrum. Customer shall be responsible for loss or damage to the Spectrum Equipment while at Customer's or an End User's facilities. Customer shall also ensure that all Spectrum Equipment at Customer's and End Users'Service Location(s) remains free and clear of all liens and encumbrances. (b) Customer Security Responsibilities. Customer shall be responsible for all access to and use of the Service, including whether or not Customer has knowledge of or authorizes such access or use. Customer shall be responsible for the implementation of reasonable security measures and procedures with respect to use of and access to the Service Location, Service, and Spectrum Equipment. Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges(including other non-Spectrum switches, collectively, "PBXs"),where applicable, and any applications accessible through use of Customer Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer's Service account, regardless of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer informs Spectrum of any fraudulent or unauthorized access. Without limiting Customer's responsibilities, Spectrum has the right to implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used by Customer, End Users, or any third party who accesses the Customer Equipment and the Spectrum Network,including without limitation authentication or other security access procedures. Spectrum may suspend any affected Services if Spectrum discovers or becomes aware of any breach or compromise of the security of any Customer Equipment, Service, Service Location, Spectrum Equipment, or connection to the Spectrum Network. (c) Equipment Return, Retrieval Repair, and Replacement. Upon termination or expiration of this Service Agreement or Service Order(s) ("Termination"): Customer shall immediately cease all use of and promptly return, if applicable, to Spectrum any software or software services provided by Spectrum ("Software"). Additionally at the discretion and direction of Spectrum: (x) Customer shall return the Spectrum Equipment to Spectrum; (y) Customer shall allow Spectrum to retrieve the Spectrum Equipment, which Spectrum Equipment must be in the condition in which the Spectrum Equipment was originally received by Customer, subject to ordinary wear and tear; or(z) Spectrum may choose not to recover all or certain portions of the Spectrum Equipment at the Customer's Location. If, upon Spectrum's request, Customer fails to return the Spectrum Equipment, or does not allow Spectrum to retrieve the Spectrum Equipment within fifteen (15)days after Services are terminated, Spectrum may, at its discretion charge Customer an amount equal to:(i)Spectrum's then-applicable unreturned equipment charge,or the retail cost of replacement of the unreturned Spectrum Equipment; plus (ii) any and all costs and expenses incurred by Spectrum in obtaining or attempting to regain possession of the Spectrum Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Spectrum Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material or workmanship defects. The proper disposition of any Spectrum Equipment that is not returned to, or recovered by, Spectrum will be the sole responsibility of Customer and must be in accordance with applicable laws. The foregoing Customer obligations will survive the termination of Service. 7. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges, taxes, and fees for the Services in the amount specified on the Service Order and other applicable charges as described in this Service Agreement (collectively, "Service Charges"). (a) Charges. Spectrum invoices for monthly recurring charges specific to the Service(s)("MRCs"), plus applicable taxes, fees, and surcharges, in advance on a monthly basis. Spectrum invoices for non-recurring, one-time charges ("OTCs"), such as construction or installation charges, after the Billing Start Date or as specified in the Service Order or as otherwise provided herein. All other charges, including usage-based charges(e.g., phone usage, pay-per view charges), will be invoiced monthly in arrears. Service Charges are payable within thirty (30) days after the date appearing on the invoice. If Spectrum fails to present a Service Charge in a timely manner, such failure shall not constitute a waiver of the charges for the Services to which it relates,and Customer shall be responsible for and pay such Service Charges when invoiced in accordance with these payment terms. Spectrum shall have the right to increase MRCs for each Service after the Initial Order Term for such Service upon thirty (30)days' notice to Customer. (b) Taxes.Surcharges,and Fees. Customer shall pay all applicable taxes,fees,or surcharges imposed on or in connection Enterprise Terms of Service v 240607 CONFIDENTIAL Page 5 of 15 ©2016-2024 Charter Communications,all rights reserved �A with the Services that are the subject of this Service Agreement, including but not limited to applicable federal, state, and local sales, use, excise,telecommunications, or other taxes, franchise fees, federal and state universal service fund fees, and other state or local governmental charges or regulatory fees, excluding income taxes measured on Spectrum's net income. If a Customer wishes to claim tax-exempt status, then Customer must supply Spectrum with a copy of Customer's tax exemption certificate or other documentation supporting Customer's certification of its entitlement to such exempt status within fifteen (15) days of installation of applicable Services. If Customer supplies such documentation after that time, Spectrum will apply it to Customer's account on a prospective basis, allowing Spectrum at least thirty (30) days for processing. To the extent such documentation is held invalid for any reason, Customer agrees to pay or reimburse Spectrum for any tax or fee not collected or liability incurred, including without limitation related interest and penalties arising from Spectrum's reliance on such invalid certificate or documentation. Customer hereby consents that Spectrum may disclose such written documentation,which may include a tax exemption form, to any governmental authority. Tax-exempt status shall not relieve Customer of its obligation to pay applicable franchise fees or other non-tax fees and surcharges since the application of such fees and surcharges may not be governed by the tax standing of Customer. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement to reflect incurred costs,charges,or obligations imposed on Spectrum to the extent permitted,required,or otherwise not prohibited under applicable law(e.g., universal service fund charges). Furthermore, Spectrum shall have the right to collect or recover from Customer the amount of any federal, state, or local fees or taxes arising as a result of this Service Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum's receipts from Customer that Spectrum is entitled under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. To the extent that a dispute arises under this Service Agreement as to which Party is liable for fees or taxes, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon Spectrum's net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Spectrum's net income. Customer acknowledges that currently,and from time to time,there is uncertainty about the taxability or regulatory classification of some of the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due to or from Spectrum or from its customers. Customer agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes, and surcharges are due and to collect and remit them to the relevant governmental authorities,or to pay and pass them through to Customer, Customer hereby waives any claims it may have regarding Spectrum's collection or remittance of such fees,taxes, and surcharges. (c) Change Requests. Any charges associated with a Service, Spectrum Equipment or Customer Equipment installations, changes, or additions requested by Customer subsequent to executing a Service Order for the applicable Service Location are the sole financial responsibility of Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCs associated with or applicable to such Customer change requests prior to making any such change. Customer's failure to accept such additional charges within five(5)business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shall not be required to perform any work giving rise to such charges. For accepted charges, Customer shall be assessed such additional OTCs and/or adjustments of the MRCs either(i)in advance of implementation of the change request or(ii)beginning on Customer's next and/or subsequent invoice(s). i (d) Site Visits and Repairs. If Spectrum visits a Service Location to either inspect the Services or respond to a service request, and Spectrum reasonably determines that the cause of the service issue is not due to a problem arising from the Network or Spectrum Equipment, but rather is due to Customer misuse, abuse, or modification of the Services, Customer Equipment or facilities, or due to similar acts by a third party not under Spectrum's control or direction, then Spectrum may invoice Customer at Spectrum's then-prevailing commercial rates for an on-site visit,plus any charges for Spectrum Equipment repair or replacement as a result of Customer or third-party damage that may be necessary. (e) Invoicing Disputes; Late and Collection Fees. Customer must provide notice to Spectrum of any disputed charges within sixty (60)days of the invoice date on which the disputed charges appear for Customer to receive any credit that may be due. Customer must present a reasonable basis for disputing any amount charged. Undisputed amounts not paid within thirty (30) days of the invoice date shall be past due and subject to a late fee up to the lesser of 1,5% of the Service Charges per month or the maximum amount permitted by law. If Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges,a reconnect fee,and one or more MRCs in advance before reconnecting Services. Spectrum may charge a reasonable service fee for all returned checks and bankcard, credit card or other charge card chargebacks. Customer shall be responsible for all expenses, including reasonable attorney's fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement. (f) Credit Verification. Spectrum shall have the right to verify Customer's credit standing at any time, (g) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one I i Enterprise Terms of Service v 240607 CONFIDENTIAL Page 6 of 15 ©2016-2024 Charter Communications,all rights reserved i Service("Bundle"),then the following conditions shall apply: i. In consideration for Customer's purchase of all Services in the Bundle, and only with respect to that period of time during which Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the correlating discount to the Services in such Bundle, ordered pursuant to the Spectrum program governing such Bundle,will be reflected in the MRC for the respective Services. ii. Upon Termination by Customer, for any reason other than a Spectrum Default, of any Service component of the applicable Bundle, the pricing for the remaining Service(s) shall revert to Spectrum's unbundled pricing for such Service(s) in effect at the time of Termination. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged. 8. ADMINISTRATIVE WEBSITE. Spectrum may, at its sole option,make one or more administrative Websites, including without limitation https://spectrumenterprise net/,available to Customer in connection with Customer's use of the Services(each an "Administrative Website"). Spectrum may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Website and Customer must promptly change any Spectrum-provided user identifications and passwords to a secure, Customer-designated user identification and password. Customer shall be responsible for the confidentiality and use of such user identifications and passwords,whether provided by Spectrum or designated by Customer, and any equipment or devices used to access any Administrative Website and shall immediately notify Spectrum if there has been an unauthorized release, use,or other compromise of any user identification or password. In addition,Customer agrees that its authorized users shall keep confidential and not distribute any information or other materials made available by the Administrative Website. Customer shall be solely responsible for all use of the Administrative Website. Spectrum shall not be liable for any loss, cost, expense, or other liability arising out of any Customer use of the Administrative Website. Spectrum may change or discontinue the Administrative Website, or Customer's right to use the Administrative Website, at any time. Any additional terms and policies applicable to Customer's use of the Administrative Website will be posted on the site. 9. SUPPORT. Spectrum shall provide contact information for inquiries and remote problem support for the Services. All such Customer support shall be provided only to Customer's designated personnel or as mutually agreed upon by Spectrum and Customer. Customer is responsible for all communications and support for its End Users. Customer shall provide routine operational support for Spectrum Equipment located at a Service Location, including without limitation, by performing reboots as requested by Spectrum. Customer is responsible for the installation, repair, and use of Customer Equipment, including without limitation, Customer-supplied third-party hardware, or software for the use of any Service or third-party services. Spectrum does not support third-party hardware or software used in conjunction with third-party services or supplied by Customer. Any questions concerning third-party hardware or software should be directed to the provider of that product. Spectrum assumes no liability or responsibility for the installation, maintenance, compatibility or performance of third-party software, or any Customer Equipment or Customer-supplied software with the Services. If such third-party equipment or software impairs the Services, Customer shall continue to pay all applicable Service Charges. If, at Customer's request, Spectrum should attempt to resolve difficulties caused by such third-party equipment or software,such efforts shall be performed at Spectrum's discretion and subject to Service Charges as set forth in Section 7. 10. CUSTOMER REPRESENTATIONS AND OBLIGATIONS (a) Representations. Customer represents and warrants to Spectrum that: (i) Customer has the authority to execute, deliver and carry out the terms of this Service Agreement,and(ii)its End Users and any person who accesses any Services at the Service Location,will use the Service and Network for Customer's internal business purposes and will comply with the terms of this Service Agreement. (b) No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) access to the Service(s) or system capacity,or any part thereof,in any manner other than for Customer's internal business without the express prior consent of Spectrum, including without limitation,any use to provide services for the benefit of, or on behalf of,any third party other than Customer or its End Users. (c) No Illegal Purpose or Unauthorized Access. Customer shall not use or permit End Users or third parties to use the Service(s), including the Spectrum Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems,software,data, or other copyright or patent protected material. (d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers'use of equipment or Services or interfere with or disrupt the Spectrum Network, backbone, nodes, other Services, or third-party providers. Customer shall not install any equipment, including without limitation,any antenna or signal amplification system, at the Service Location that interferes with the Services. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 7 of 15 ©2016-2024 Charter Communications,all rights reserved (e) Applicable Laws. With respect to Customer's and End Users' use of the Service(including the transmission or use of any content via the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and regulations in addition to the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise,to ensure compliance with this Service Agreement. (f) Acceptable Use. As between the Parties, Customer is solely responsible for(i)all use(whether or not authorized)of the Service by Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer's use for purposes of this Service Agreement, (ii)all content that is viewed,stored or transmitted via the Service,as applicable, and (iii) all third-party charges incurred for merchandise and services accessed via the Service, if any. Customer shall not use, or allow the Services to be used,in any manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a"Covered 911 Service Provider"as defined in 47 C.F.R. §9.19 or any successor, provision of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Service Agreement. 11. PERFORMANCE. Unless otherwise set forth in a Service Attachment or Service Level Agreement, Spectrum will use commercially reasonable efforts to provide the Services to Customer twenty-four(24)hours per day, seven (7)days per week. It is possible, however,that there will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum's reasonable control. Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Spectrum to perform its obligations under this Service Agreement. 12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify, and enhance the Spectrum Network and the Service and take.any action that Spectrum deems appropriate to protect or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor, record, and maintain oral communications with Customer regarding Customer's account or Services for the purpose of service quality assurance,or as permitted under applicable law. 13. DEFAULT,SUSPENSION OF SERVICE,AND TERMINATION. (a) Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or any Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail the default or noncompliance("Default"). (b) Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if:(i)the other Party is in Default; or (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law forgeneral relief from its debts,initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange. (c) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement, Customer may terminate a Service Order,or this Service Agreement, at any time upon thirty(30)days prior notice to Spectrum, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges(as defined below),and the return of any Spectrum Equipment. (d) Spectrum's Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law I to suspend Services or any component thereof if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users' use of the Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer remedies any such noncompliance or degradation. Any suspension shall not affect Customer's on-going obligation to pay Spectrum any amounts due under this Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the suspended Service. (e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective date of Termination. In addition,if Termination is due to Customer Default or for Customer's convenience, Customer must pay Spectrum a termination charge(a"Termination Charge'),which the Parties recognize as liquidated damages and not as a penalty. i j Enterprise Terms of Service v 240607 CONFIDENTIAL Page 8 of 15 ©2016-2024 Charter Communications,all rights reserved This Termination Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order Term, including, without limitation, the outstanding balance of any and all unpaid OTCs. The foregoing terms will also apply to any partial Termination impacting one or more Service Orders, but not the entire Service Agreement. (f) Survival, The provisions of sections 6(c), 7(b), 7(e), 13(e), 13(f), 14, 15, 18-22 and the Service Attachments shall survive the termination or expiration of the Service Agreement. 14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. (a) DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SPECTRUM EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER'S EQUIPMENT AND CUSTOMER'S NETWORK. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT,THE SERVICE,SPECTRUM EQUIPMENT,AND ANY SPECTRUM MATERIALS ARE PROVIDED "AS IS, WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT,SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH, OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. (b) LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS SERVICE AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL)ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM'S MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE ORDER SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES, OR SERVICES. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 9 of 15 ©2016-2024 Charter Communications,all rights reserved i 15. INDEMNIFICATION. (a) CUSTOMER INDEMNIFICATION. Unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless Spectrum, its affiliates, service providers, and suppliers, and their directors, employees, representatives, officers and agents (the "Indemnified Parties") against any and all third-party claims, liabilities, lawsuits, damages,losses,judgments,costs,fees and expenses incurred by Indemnified Parties,including reasonable attorney and other professional fees and court costs incurred by Indemnified Parties,to the full extent that such arise from or relate to any one or more of the following: i. Customer's misuse of the Services; ii. Customer's failure to comply with any applicable law, order, rule, regulation or ordinance or this Service Agreement; or III. Personal injury or tangible property damage caused by Customer's or its employees' or agents' negligence or willful misconduct. (b) SPECTRUM INDEMNIFICATION. Spectrum shall indemnify and defend the Customer, its City Council, officials, directors, officers, agents and employees, (the"Indemnified Parties"), from and against any and all third party claims, liabilities, lawsuits, damages losses,judgments, costs, fees and expenses, including reasonable attorneys'and other professionals'fees and court costs„ for bodily injury,death, or tangible property damage directly caused by the negligence or willful misconduct of Spectrum, its employees, agents, or contractors, at the Service Location(s) as a direct result from Spectrum's installation, removal or maintenance of the Spectrum Equipment. Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim,at the indemnified party's cost. 16. COMPLIANCE WITH LAWS. As between the Parties, Spectrum shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Spectrum's operation and provision of the Services as contemplated in the Service Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer's use of the Services as contemplated in the Service Agreement. Unless specified otherwise in the Service Agreement,each Party shall give all notices,pay all fees and comply with all applicable laws, ordinances, rules and regulations relating to its performance obligations specified in the Service Agreement. The Service Agreement is subject to all applicable federal,state, or local laws and regulations in effect in the relevant jurisdiction(s)in which Spectrum provides the Services. If any provision of the Service Agreement contravenes or is in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Service Agreement. If the relevant law or regulation applies to some but not all of the Services being provided under the Service Agreement,then such law or regulation shall take priority over the relevant provision of the Service Agreement only for purposes of those Services to which the law or regulation applies. Except as explicitly stated in the Service Agreement, nothing contained in the Service Agreement shall constitute a waiver by Spectrum of any rights under applicable laws or regulations pertaining to the installation, construction, operation, maintenance, or removal of the Services,facilities or equipment. 17. REGULATORY CHANGES. In the event of any change in applicable law, regulation,decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of Spectrum's delivery of Service to Customer, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by Spectrum in providing the Services, Customer acknowledges and agrees that Spectrum may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase. Spectrum shall use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of the increase. In such case,and if such increase materially increases the Service Charges payable by Customer under the Service Agreement for the applicable Service, Customer may, within thirty (30)days after notification of such increase, terminate the affected Service without an obligation to pay Termination Charges,provided Customer notifies Spectrum at least thirty(30)days in advance of Customer's requested termination date. Further, in the event that Spectrum is required to file tariffs or rate schedules with a regulatory agency or otherwise publish or make generally available its rates in accordance with regulatory agency rules or policies respecting the delivery of the Services or any portion thereof,then the terms set forth in the applicable j tariff or rate schedule shall govern Spectrum's delivery of, and Customer's use or consumption of the Services. In addition, if Spectrum determines that offering or providing the Services,or any part thereof,has become impracticable for legal or regulatory reasons or circumstances, then Spectrum may terminate the Service Agreement and any affected Service Orders without liability, by giving Customer thirty(30)days prior notice or any such notice as is required by law or regulation applicable to such determination. i 18. ARBITRATION. Intentionally Omitted. i 19. PROPRIETARY RIGHTS AND CONFIDENTIALITY. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 10 of 15 ©2016-2024 Charter Communications,all rights reserved i I (a) Spectrum's Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment(including related firmware), software, data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents,trade secrets,and any other proprietary rights inherent therein and appurtenant thereto, used by Spectrum to provide the Service(collectively"Spectrum Materials")shall remain the sole and exclusive property of Spectrum or its suppliers and shall not become a fixture to the Service Location. Customer shall acquire no title to, interest or right(including intellectual property rights) in the Spectrum Materials by virtue of the payments provided for herein other than the limited, non-exclusive, and non-transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not disassemble,decompile, reverse engineer, reproduce,modify,or distribute the Spectrum Materials, in whole or in part, or use them for the benefit of any third party. Customer shall not cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Services. All rights in the Spectrum Materials not expressly granted to Customer herein are reserved to Spectrum or its suppliers. Customer shall not open, alter, misuse, tamper with, or remove the Spectrum Equipment or Spectrum Materials as and where installed by Spectrum, and shall not remove any markings or labels from the Spectrum Equipment or Spectrum Materials indicating Spectrum (or its suppliers)ownership or serial numbers. (b) Confidentiality. Customer agrees to maintain in confidence,and not to disclose to third parties or use,except for such use as is expressly permitted herein, the Spectrum Materials and any other information and materials provided by Spectrum in connection with this Service Agreement, including but not limited to the contents of this Service Agreement and any Service Orders. Customer may not issue a press release, public announcement or other public statements regarding the Service Agreement without Spectrum's prior consent. (c) Software. If Software is provided to Customer hereunder, Spectrum grants Customer a limited, non-exclusive, and non-transferable license to use such Software, in object code form only, for the sole and limited purpose of using the Services for Customer's internal business purposes during the Term. Customer shall not copy, reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any Software. Upon termination of a Service Order, the license to use any Software provided by Spectrum to Customer in connection with the Services provided under the Service Order shall terminate and Customer shall destroy any copies of the Software provided to Customer. 20. PRIVACY. Spectrum maintains a Privacy Policy that provides consumers with notice of Spectrum's collection, use, maintenance, and disclosure of information, and their rights and choices with respect to such practices under applicable US state and/or federal laws and regulations. The Privacy Policy may be found on Spectrum's website at https:Henterprise.spectrum.com/. The Privacy Policy may be updated or modified from time-to-time by Spectrum,with or without notice to Customer. Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third parties,may be addressed by,among other laws,the Federal Telecommunications Act,the Federal Cable Communications Act, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network information and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in a Service Attachment, the Privacy Policy, and, if applicable, in Spectrum's tariff, which are incorporated into,and made a part of,this Service Agreement by this reference. In addition to the foregoing, Customer hereby acknowledges and agrees that Spectrum may disclose Customer's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers or any similar agency, or in accordance with the Privacy Policy or, if applicable,tariff(s). In addition, Spectrum shall have the right(except where prohibited by law), but not the obligation,to disclose any information to protect its rights,property or operations,or where circumstances suggest that individual or public safety is in peril. 21. NOTICES. (a) Except for notice to terminate the Service Agreement or to disconnect any Services as set forth in Section 21(b)below, all other notices to be given under this Service Agreement shall be validly given or served only if in writing and sent by nationally recognized overnight delivery service or certified mail, return receipt requested,to the following addresses If to Spectrum: Charter Communications Operating, LLC ATTN: Commercial Customer Agreements Corporate-Legal Operations 12405 Powerscourt Drive St. Louis, MO 63131 Notices to Customer shall be sent to the Customer billing address or as set forth in the Service Agreement. Each Party may Enterprise Terms of Service v 240607 CONFIDENTIAL Page 11 of 15 ©2016-2024 Charter Communications,all rights reserved change its respective address(es)for legal notice by providing notice to the other Party. Upon Spectrum's request, Customer will also provide Spectrum with a current email address that Customer regularly checks so that Spectrum may provide copies of notices and other communications to Customer by email. (b) Disconnect Notice. Customer may disconnect a Service or all Services under the Services Agreement by following the instructions available at this link: https:Henterprise spectrum com/support/fag/account/how-to-cancel-service.html (such instructions in the link may be updated from time to time). 22. MISCELLANEOUS. (a) Entire Agreement. These Terms of Service incorporate all applicable Service Attachments located at https://enterprise.spectrum.com/legal/terms-and-conditions.html(or successor URL), as the same are updated from time to time ("Service Attachments'). A Service Attachment will apply only if Customer purchases Service(s)associated with the particular Service Attachment, and Customer's use of the Service(s) shall be deemed Acknowledgement that Customer has read and agreed to the applicable Service Attachments. The Service Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. The Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of the Parties with respect to the subject matter of the Service Agreement, including without limitation any prior confidentiality or non-disclosure agreement between the Parties regarding the purchase and sale of the Services. Customer should also consult Spectrum's website httr)s://enterprise.sr)ectrum.com/to be sure Customer is aware of Spectrum's Acceptable Use Policies, Network Management Practices, applicable tariffs, online product descriptions, and other policies or practices that are applicable to Customer's use of the Services(collectively"Policies"). Customer's use of the Services shall be deemed acknowledgment that Customer has read and agreed to Spectrum's Policies as a part of the Service Agreement. (b) Signatures; Electronic Transactions. This Service Agreement may be executed in one or more counterparts, each of which is an original, but together constituting one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and effect as execution of an original,and a facsimile or electronic signature will be deemed an original and valid signature. The Parties agree to conduct business using electronic means including using electronic records and electronic signatures,except as provided with respect to notices in Section 21. (c) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the event that Spectrum permits Customer to use its own standard purchase order form to order the Service,the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of the Service Agreement or any Service Order are inconsistent with the terms of any applicable tariff,the tariff shall control. To the extent that the terms of any Service Order are inconsistent with the terms of these Terms of Service,the Terms of Service shall control, excluding pricing discounts, nonrecurring fees, or order fulfillment timing terms to the extent permissible under applicable law set forth in the Service Order that shall control. (d) No Assignment or Transfer. Customer may not assign or transfer (directly or indirectly by any means, including by operation of law or otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without first obtaining consent from Spectrum, and any assignment or transfer in violation of this Section shall be null and void. Spectrum may assign its rights and obligations under this Service Agreement,in whole or in part, and any Service Order(s)to affiliates controlling, controlled by or under common control with Spectrum, or to its successor-in- interest if Spectrum sells some or all of the underlying communications system(s) without the prior approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of Spectrum in the Service Agreement may accrue to, or be fulfilled by, any affiliate,as well as by Spectrum or its subcontractors. (e) Severability. To the extent any term, covenant, condition or portion of this Service Agreement is held to be invalid or unenforceable,the remainder of this Service Agreement shall not be affected, and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law as nearly as possible to reflect the original intentions of the Parties. (f) Force Maieure. Notwithstanding anything to the contrary in the Service Agreement, neither Party shall be liable to the other for any delay, inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by circumstances beyond such Parry's control, including but not limited to denial of use of poles or other facilities of a utility company,labor disputes,acts of war or terrorism,criminal, illegal or unlawful acts,weather,fire,flood,natural causes, mechanical or power failures, fiber cuts, governmental acts or any order, law or ordinance in any way restricting the operation of the Services(each a"Force Majeure Event'). Changes in economic, business, or competitive conditions shall not Enterprise Terms of Service v 240607 CONFIDENTIAL Page 12 of 15 ©2016-2024 Charter Communications,all rights reserved be considered a Force Majeure Event. (g) Governing Law: Claims Limitation:Waiver of Jury Trial. The law of the state of California shall govern the construction, interpretation, and performance of this Service Agreement, except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded. Any legal action brought under or in connection with the subject matter of the Service Agreement shall be brought only in the United States District Court for the Central District of California or, if such court would not have jurisdiction over the matter,then only in a California state court sitting in Orange County,California. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Service Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Service Agreement in the Federal or state courts sitting in Orange County,California,and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Except as otherwise specified in Section 7(e), any claim that Customer wishes to assert under the Service Agreement must be initiated not later than one(1)year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. (h) No Third-Party Beneficiaries. The terms of this Service Agreement and the Parties' respective performance of obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party hereunder only runs to the respective Parties, and no person or entity not a Party to this Service Agreement shall have any rights hereunder nor the right to require performance of obligations by either of the Parties. (i) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on Spectrum, any waiver must be in writing. Q) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies. (k) Insurance Requirements. Spectrum shall procure and maintain for the duration of the Service Agreement insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of data,which may arise from or in connection with the performance of the work hereunder by Company, its agents, representatives,or employees. Spectrum may look to its insurance coverage to satisfy any of its obligations under the Service Agreement. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than$1,000,000 per occurrence and$2,000,000 general aggregate. 2. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to Spectrum's profession and work hereunder,with limits not less than$2,000,000 per occurrence and$2,000,000 aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Spectrum in this agreement and shall include, but not be limited to, claims involving business interruption,damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Spectrum's failure to provide professional services and/or products under this Service Agreement. The Policy shall include, or be endorsed to include damage to, alteration of, loss of, or destruction of electronic data and/or information "property"of Customer in the care,custody, or control of Spectrum. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 13 of 15 ©2016-2024 Charter Communications,all rights reserved 3. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto,with limits no less than$1,000,000 combined single limits. 4. Workers'Compensation(W/C):as required by the State of California,with statutory limits,and Employer's Liability insurance with limits of no less than$1,000,000 per accident, policy,employee,for bodily injury or disease. If Spectrum maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Company.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Spectrum's CGL, and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the Company including materials,parts,equipment,and personnel furnished in connection with such work or operations. Spectrum's Insurance companies agree to waive all rights of subrogation against the City of Santa Ana,its City Council, its officers,officials,employees,agents and volunteers for losses paid under the terms of any policy which arise from work performed by Spectrum under this Service Agreement. For any claims related to this contract,Spectrum's insurance coverage shall be primary,and any insurance maintained by Customer,its City Council, its officers,officials,employees,agents,or volunteers shall not contribute with it. A severability of interest provision must apply for all the additional insureds,ensuring that Spectrum's insurance shall apply separately to each insured against whom a claim is made,or suit is brought,except with respect to the insurer's limits of liability. Thirty(30)days'prior written notice shall be provided to Customer for material change(s)to coverage and/or policy limits, policy cancellation or non-renewal. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention:(Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX(Responsible Staff's Department Mail Box), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of work. I 3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date,Company must purchase"extended reporting"coverage for a minimum of three(3)years after completion of work. Verification of Coverage Company shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause).Failure to obtain the required documents prior to the work beginning shall not waive Company's obligation to provide them. Special Risks or Circumstances Enterprise Terms of Service v 240607 CONFIDENTIAL Page 14 of 15 ©2016-2024 Charter Communications,all rights reserved 1' i Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer,coverage, or other special circumstances.Any changes to these requirements require a mutually executed Amendment to the Service Agreement. Enterprise Terms of Service v 240607 CONFIDENTIAL Page 15 of 15 ©2016-2024 Charter Communications,all rights reserved 250224 City of Santa Ana + Spectrum MSA (F I NAL) Final Audit Report 2025-02-26 Created: 2025-02-26 By: MELANIE TORRES(MTorres@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAIZuQFskKSE7JOb2VMOQGIJhrtnp3511G "250224 City of Santa Ana + Spectrum MSA (FINAL)" History Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com) 2025-02-24-9:14:51 PM GMT c Document created by MELANIE TORRES (MTorres@santa-ana.org 2025-02-26-0:03:58 AM GMT A Document emailed to Jon Martinez Qmartinez25@santa-ana.org)for signature 2025-02-26-0:11:53 AM GMT nI Email viewed by Jon Martinez Qmartinez25@santa-ana.org) 2025-02-26-1:37:30 AM GMT 6a Document e-signed by Jon Martinez omartinez25@santa-ana.org) Signature Date:2025-02-26-1:38:14 AM GMT-Time Source:server Agreement completed. 2025-02-26-1:38:14 AM GMT Q Adobe Acrobat Sign AtC®J ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 'V 3/25/2025 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 have ADDITIONAL INSURED provisions or 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA, INC. NAME: 701 Market Street, Suite 1100 PHONED A/C No; St. Louis, MO 63101 E-MAIL ADDRESS; riskandinsurance@charter.com INSURER S AFFORDING COVERAGE NAIC# COMPANY A: National Union Fire Ins Co Pittsburgh PA 19445 INSURED COMPANY B: AIU Insurance Company 1 9 3 9 9 Charter Communications, Inc. and its subsidiaries 400 Washington Blvd. Stamford, CT 06902-6641 COVERAGES CERTIFICATE NUMBER: 464863 REVISION NUMBER: 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. INSR ADDL SUBR LTR TYPE OF INSURANCE POLICY NUMBER MM/DD�YY MM/DDYYI/Y LIMITS A X COMMERCIAL GENERAL LIABILITY 3629906 3/1/2025 3/1/2026 CE $3,000,000 X EACH OCCURREN $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ $500,000 X X $10,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ $5,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ $5,000,000 X POLICY❑ PRO- JECT LOC PRODUCTS-COMP/OPAGG $ $5,000,000 OTHER: $ A AUTOMOBILE LIABILITY 1921838 (AOS) 3/1/2025 3/1/2026 KIABINEDSINGLE LIMIT $ $5,000,000 B X 1921839 (MA) 3/l/2025 3/1/2026 Eaacclder" ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED X AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION See second page for 3/1/2025 3/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY YIN specific policy 3/1/2025 3/1/2026 STATUTE _ I ER ANYPROPRIETOR/PARTNER/EXECUTIVE MN information. E.L.EACH ACCIDENT $ $5,000,000 OFFICER/MEMBEREXCLUDED? N/A X (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $ $5,000,000 L.If yes,describe under $5,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Excess WC OH ($5M Retention) 3332292 3/l/2025 3/1/2026 Employers Liability $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) I,Digitally signed TU TrambyTuTran ''Nguyen Please see page 2 for additional insureds and any additional language. Ng Uye'n Date:2025.04.22 10:13:43.07'00' APPROVED gyp V By Tu Tran Nguyen at 10:13 am,Apr 22,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attention: Information Technology SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN M-42 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Marsh USA Inc. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD r AGENCY CUSTOMER ID: LOC#: A�® ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED One Federal Street Charter Communications, Inc. and its subsidiaries Boston, MA 02110 USA 400 Washington Blvd. Stamford, CT 06902-6641 EFFECTIVE DATE; 0 3/0 1./2 0 2 5 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Certificate Reference: 464863 City of Santa Ana, City of Santa Ana, its officers, employees, agents, volunteers and representatives 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. WORKERS COMPENSATION POLICY INFORMATION Insurer Policy Number Effective Date Expiration Date ___________________________________________________________________________________ ____ B 086326490 (AOS) 3/1/2025 3/l/2026 B 086326492 (WI) 3/l/2025 3/l/2026 Charter Communications, Inc, branded Spectrum, Spectrum Business and Spectrum Enterprise 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; e created or acquired, Any entity or party required to be insured under any contract or agreement which may now exist, may have previously existed, or may hereafter b BHN IF Enabled Services, LLC, Bresnan Broadband Holdings, LLC, Bresnan Broadband of Colorado, LLC, Bresnan Broadband of Montana, LLC, Bresnan Broadband of Wyoming, LLC, Bresnan Digital Services, LLC, Bright House Networks Information Services (Alabama), LLC, Bright House Networks Information Services (California), LLC, Bright House Networks Information Services (Florida), LLC, Bright House Networks Information Services (Indiana), LLC, Bright House Networks Information Services (Michigan), LLC, CC Fiberlink, LLC , CC VI Fiberlink, LLC , CC VII Fiberlink, LLC CCH Holding Company, LLC, CCH I Holdings, LLC, CCH II, LLC , CCHC, LLC, CCI Green, LLC, CCO EIP Financing, LLC, CCO Fiberlink, LLC , CCO Holdings Capital Corp. , CCO Holdings, LLC CCO NR Holdings, LLC , Charter Communications ABC, LLC, Charter Communications Holding Company, LLC, Charter Communications Holdings, LLC , Charter Communications Operating Caput al Corp, Charter Communications Operating, LLC, Charter Communications SSC, LLC, Charter Communications VI HoldCo, LLC, Charter Communications VI, L.L.C., Charter Communications, Inc„ Charter Communications, LLC, Charter Distribution, LLC Charter Fi her link - Alabama, LLC , Charter Fiberlink -Georgia, LLC , Charter Fiberlink - Illinois, LLC , Charter Fiberlink -Maryland II, LLC , Charter Fiberlink - Michigan, LLC Charter Fiberlink - Missouri, LLC , Charter Fiberlink -Nebraska, LLC Charter Fiberlink - Tennessee, LLC , Charter Fiberlink CA-CCO, LLC , Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC , Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC , Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC , Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC , Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC , Charter Fiberlink WA-CCVII, LLC , Charter IP Enabled Sorvices, LLC, Charter Leasing Holding Company, LLC, Charter Procurement Leasing, LLC, DukeNet Communication., LLC, Fusion Merger Sub 1, LLC, Fusion Merger Sub 2, Inc., In beove Media LLC, Insight Blocker LLC, SCI Aviation, Inc., Spectrum Advanced Services, LLC, Spectrum Captive Holdings, LLC, Spectrum Communication. Indemnity Inc., Spectrum Fiberlink Florida, LLC, Spectrum Gulf Coast, LLC, Spectrum Management Holding Company, LLC, Spectrum Mid-America, LLC, Spectrum Mobile Equipment, LLC, Spectrum Mobile, LLC, Spectrum New Jersey, LLC, Spectrum New York Metro, LLC, Spectrum NLP, LLC, Spectrum Northeast, LLC, Spectrum Oceanic, LLC, Spectrum Originals Development, LLC, Spectrum Originals, LLC,. Spectrum Pacific West, LLC, Spectrum Reach, LLC, Spectrum RSN, LLC, Spectrum SN, LLC,. Spectrum Southeast, LLC, Spectrum SportsNet, LLC, Spectrum Stamford, LLC, Spectrum Sunshine State, LLC, Spectrum TV Essentials, LLC, Spectrum Wireless Holdings, LLC, Time Warner Cattle Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information.Services (Alabama), LLC, Time Warner Cable Information Services (Arizona), LLC, Time Warner Cable Information Services (California),. LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information Services (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time.Warner Cable Information Services (Indiana),. LLC, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Wainer Cable Information Services (Maine), LLC, Time Warner Cable Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services (New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Wainer Cable Information Services (New York),. LLC, Time Warner Cable Information Services (North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner'Cable Information Services (South Carolina), LLC, Time Warner Cable Information Service. (Tennessee), LLC, Time Wainer Cable Information Services (Texas), LLC, Time Warner Cable Information Services (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Servi cea (West Virginia), LLC, Time Warner Cable Information 3erviees (Wisconsin), LLC, Time Warner Cable, LLC, TWC Administration LLC, TWC Communications, LLC, TWC Employee Disaster Relief Fund, TWC IP Enabled Services, LLC, TWC SEE Holdco LLC, TWCIS Holdco 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 50% and which is domiciled within the United States of America, its territories or possessions, Puerto Rico or Canada. I I O 2008 ACORD CORPORATION. All rights hts reserved. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 362-99-06 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to agreement, the insurance afforded to such include as an additional insured the person(s) or additional insured will not be broader than organization(s) shown in the Schedule, but only that which you are required by the contract with respect to liability for "bodily injury", or agreement to provide for such additional "property damage" or "personal and advertising insured. injury" caused, in whole or in part, by your acts B. With respect to the insurance afforded to these or omissions or the acts or omissions of those additional insureds, the following is added to acting on your behalf: Section III - Limits Of Insurance: 1. In the performance of your ongoing If coverage provided to the additional insured is operations; or required by a contract or agreement, the most 2. In connection with your premises owned by we will pay on behalf of the additional insured or rented to you. is the amount of insurance: However: 1. Required by the contract or agreement; or 1. The insurance afforded to such additional 2. Available under the applicable limits of insured only applies to the extent permitted insurance; by law; and whichever is less. 2. If coverage provided to the additional This endorsement shall not increase the insured is required by a contract or applicable limits of insurance. CG 20 26 12 19 0 Insurance Services Office, Inc., 2018 Pagel of 1 ENDORSEMENT This endorsement, effective 12:01 A.M.03/01/2025 forms a part of Policy No. 362-99-06 issued to CHARTER COMMUNICATIONS, INC by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH,PA ADDITIONAL INSURED -PRIMARY INSURANCE This endorsement moddies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. i I Authorized Representative or Countersignature (in States Where Applicable I 74434 (10/99) Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 1 i I POLICY NUMBER: 362-99-06 COMMERCIAL GENERAL LIABILITY CG24041219 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 192_18.38 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named insured: CHARTER COMMUNICATIONS, NC.Endorsement Effective Date: 03/01/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED IS REQUIRED TO PROVIDE A WAIVER. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s)shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. jl i Pagel of 1 CA 04 44 10 13 ®Insurance Services Office, Inc., 2011 ❑ i WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 03/01/2025 forms a part of Policy No.WC 086-32-6490 Issued to CHARTER COMMUNICATIONS, INC. By A I U INSURANCE COMPANY 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 any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1. PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2. BECAUSE OF INJURY OCCURRING BEFORE YOU ENTERED INTO SUCH A CONTRACT. The premium charge for the endorsement is INCLUDED This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A 16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others(subrogation)rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. WC 00 03 13 Countersigned b (Ed. 04184) 9 Y — — Authorized Representative WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 03/01/2025 forms a part of Policy No. WC 086.32.6492 Issued to CHARTER COMMUNICATIONS, INC.By A I U INSURANCE COMPANY 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 any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1. PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2. BECAUSE OF INJURY OCCURRING BEFORE YOU ENTERED INTO SUCH A CONTRACT. This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A 16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others(subrogation) rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. WC 00 03 13 Countersigned by _ (Ed. 04184) Authorized Representative AC" CERTIFICATE OF LIABILITY INSURANCE r ATE(MM/DD/YYYY) Ill 3/26/2025 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 have ADDITIONAL INSURED provisions or 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Heather Vlllani Arthur J. Gallagher Risk Management Services, LLC PHONE FAx 12444 Powerscourt Dr Ste 500 c No.E ' A C No): St. Louis MO 63131 E-MAIL ADOREss: heather villani a' .com INSURER(S)AFFORDING COVERAGE NAIC# License#:OD69293 INSURER A:AIG Specialty Insurance Company 26883 INSURED CHARCOM-12 INSURER B: Charter Communications, Inc. 400 Washington Blvd. INSURERC: Stamford CT 06901 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:153404694 REVISION NUMBER: 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. INSR I ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE 1-1 OCCUR DAMAGE TO—RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ ROTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB 11 CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ E.L.EACH ACCIDENT N/A $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CYBER-E&O TECH LIABILITY Y 06-684-14-10 5/18/2024 5/18/2025 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Cyber liability policy includes the following coverage sections: Media content Insurance,security and Privacy Insurance/ Regulatory Action,Network Interruption Insurance,Event Management Insurance and Cyber Extortion Insurance. City of Santa Ana,its City Council,officers,officials,employees,agents and volunteers are included as additional insureds. APPROVED By Tu Tran Nguyen at 10:13 am,Apr 22,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Information Technology 20 Civic Center Plaza, M-42 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 (� /0, AfUA- r� (@ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Nguyen, Tu Tran From: Torres, Melanie Sent: Tuesday,April 22, 2025 9:48 AM To: RMD; Nguyen,Tu Tran Cc: Fetner, Mike; IT_Admin Subject: FW: [EXTERNAL] New MSA Locations Hi Tu, I wanted to provide a quick summary regarding our recent communication with Spectrum (Charter Communications) about the requested policy language. Spectrum has confirmed that they are unable to provide a full copy of their insurance policy due to confidentiality protocols. However, their insurance broker has provided a snippet of language confirming the relevant coverage is included.While this is the most they're able to offer,they hope it will be sufficient for our records. For clarification, Spectrum is a commercial brand of Charter Communications, Inc.,which is why Charter appears on the Certificate of Insurance (COI) rather than "Spectrum." Charter Communications Operating, LLC is a subsidiary of Charter Communications, Inc., and Spectrum operates under that umbrella as a brand, not as a separate legal entity. At this time, we are unable to move forward with any Spectrum contracts until the COI is approved and the agreement is fully executed.Additionally, Parks has a time-sensitive fiber contract that is currently on hold.They are unable to receive the significant Spectrum discount we negotiated until this agreement is finalized. Can we please move forward with approving the agreement today? Let me know if you need anything further to facilitate this request. Best Regards, Melanie Torres Telecommunications Coordinator Information Technology Department City of Santa Ana 120 Civic Center Plaza, M-42 I Santa Ana, CA 92701 Direct: 714-647-5373 1 MTorres@Santa-ana.org From:Gilchrist,Wayne O<Wayne.Gilchrist@charter.com> Sent:Tuesday,April 22,2025 8:10 AM To:Torres, Melanie<MTorres@santa-ana.org>;Croswait, Kimberly A<Kimberly.Croswait@charter.com> Cc: Fetner, Mike<MFetner@santa-ana.org> Subject: RE: [EXTERNAL] New MSA Locations !Attention:This email originated from outside of City of Santa Ana. Use caution when opening attachments or links. Good morning, Melanie, i I have been advised that our policies are confidential, we would not provide a copy of any sort to an outside party. However, Spectrum's Broker has provided a snippet of the language stating its included in our policy, and hope this would be sufficient but that's the best we could possibly offer. Please see below. 11. 11��`J�IL�N An Insured may be able to recover all or part of Loss from someone other than the Insun Insured must do all that is possible after a First Party Event or Third Party Event to preset and all, rights of recovery. As a condition of any payment by the Insurer cinder- this pc Insured's rights to recovery vvill be transferred to the Insurer. Each Insured will do wha necessary, including signing documents, to help the Insurer obtain that recovery. A Company may waive an Insured's rights to recovery against others if such Company do vtiriting and before the First Party Event or Third Party Event occurred. 12.OTHER INSURANCE I am hoping we can wrap this up this week. Best regards, Spectrum. BUSINESS. Wayne Gilchrist I Major Account Manager 0: (760) 674-5543 M: (760) 289-9703 83-473 Avenue 45 Indio, CA 92201 From:Torres, Melanie<MTorres@santa-ana.org> Sent: Monday,April 21, 2025 10:34 AM To:Gilchrist, Wayne 0 <Wayne.Gilchrist@charter.com>; Croswait, Kimberly A<Kimberly.Croswait@charter.com> Cc: Fetner, Mike<MFetner@santa-ana.org> Subject: RE: [EXTERNAL] New MSA Locations CAUTION: The e-mail below is from an external source. Please exercise caution before opening attachments, clicking links, or following guidance. Hi Wayne, Happy Monday! Any chance Spectrum Risk sent over the PL? Best, Melanie 2