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064965 - General - Contract - Charter Communications, Inc.
CSC No. 64965 Spectrumio. BUSINESS' SPECTRUM BUSINESS AGREEMENT FOR ENTERPRISE SERVICES 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'). Spectrum Sales Contact Information Spectrum Account Executive: Michael Platacis Office: (972) 560-5763 Mobile: (469) 858-8452 Email: Michael. Platacis@charter.com Customer Information Customer Name (Exact Legal Name): The City of Fort Worth Street Address: 100 Fort Worth Suite: City: Fort Worth State: TX Zip: 76102 Trail Customer's Main Tel. No.: Customer Contact Name: IT Email: Tel No: Finance Contracts zz_it_finance_contracts@fortworthtexas.gov Billing Address: 100 Fort Worth Suite: City: Fort Worth State: TX Zip: 76102 Trail Billing Contact Name: IT Finance Email: Tel No: Purchasing I. zz_it_finance_purchasing@fortworthtexas.gov BY EXECUTING THIS SERVICE AGREEMENT COVER PAGE, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION SECTION THEREOF, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS. Authorized Signature for Customer Charter Communications Operating, LLC By: C ®nications, Inc., its Manager B V�a Gic�02609'.33.49 C�TI B Name: Dianna Giordano Tustin Niebel Name: Title: Assistant City Manager Title: Director, Vertical Market Sales-T Date: 03/31 /2026 Date: 3/19/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ,xas Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 1 of 22 © 2016-2025 Charter Communications, all rights reserved [Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED AND AGREED:] CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Candace �agl!iaYa By: Candace Pagliara (Mar 27, 26 09:14:57 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 25-0829 Approval Date: 09/16/2025 Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: � / 'V Name: Jason Lyssy Title: Sr. IT Solutions Manager City Secretary: onn �FORr 4pa a.f.0('........ o4'pOpd OV= 0=0 �p oaa*o oe*dd By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 2 of 22 © 2016-2025 Charter Communications, all rights reserved COMMERCIAL TERMS OF SERVICE These Commercial Terms of Service ("Terms of Service") include all Service Attachments (defined below), any applicable Service Level Agreements, and all other documents identified hereunder, each of which are incorporated herein by reference, and together with any service orders placed by Customer and accepted by Spectrum hereafter ("Service Order(s)"), constitute the "Service Agreement". 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. As used herein, "Spectrum" means Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the Services hereunder, and "Customer" means the customer identified on the Service Agreement cover page or Service Order, as applicable. 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 earlier to occur of: (a) the latest date of the signatures of the Parties on the Service Agreement cover page; (b) the date of the first Service Order referencing these Terms of Service; or (c) Spectrum's commencement of performance (the "Effective Date"). The Service Agreement shall remain in effect until the expiration or proper termination of the last remaining Service Order entered into under the Service Agreement (the "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; or (b) Spectrum's commencement of performance, 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). 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 providing notice to the other at least thirty (30) days in advance of the expiration of the then -current Order Term. 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 order access connection facilities provided by other providers or entities to facilitate connection of a Service Location to Spectrum's Network (defined below). 5. 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 install, inspect, maintain, repair, or remove any Spectrum -provided cabling, 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) 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, an 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 related Service Order with respect to the Services at the Service Location that Spectrum cannot access, without any liability to Customer. Spectrum will comply with Customer's generally applicable rules with regard to access to the Service Location and made known to Spectrum either in advance or conspicuously posted, provided such rules do not interfere with the exercise by Spectrum of its rights hereunder. (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 Service 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 each Service Location (including the relocation of Customer's equipment, furniture, and furnishings as necessary for Spectrum to access the Spectrum Equipment), and shall provide Spectrum with floor space, rack space, other space, inside wiring (except if wiring is to be provided by Spectrum as set forth below), and clean power as reasonably necessary for the delivery, installation, and operation of Spectrum Equipment and Services. Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, any fees or expenses Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 3 of 22 © 2016-2025 Charter Communications, all rights reserved 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. Any such fees or expenses charged by any other end user accessing or using the Services ("End User") shall be borne solely by Customer. 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. (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 the installation of Services or is not ready to receive Services, then Spectrum will notify Customer that Spectrum is ready to commence or complete 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 Services. (e) Restoration; Hazardous Materials. 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 a Service Location 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 Services 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 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 the 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, or services from or interconnection with the services or facilities of other providers would require additional costs or are unavailable; (iv) Customer's inside wiring is causing signal leakage which violates the Federal Communications Commission's rules or 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 the applicable Service or 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, Spectrum has the right to decline to accept and cancel the pending Service or Service Order. EQUIPMENT. (a) Eauipment 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 the Service Agreement or any Service Order(s), Customer shall be responsible for the maintenance and 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 at each Service Location. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 4 of 22 © 2016-2025 Charter Communications, all rights reserved Customer shall also ensure that all Spectrum Equipment at each Service Location 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, 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 the Service Agreement or Service Order(s) ("Termination'), if applicable, Customer shall immediately cease all use of any software or software services provided by Spectrum ("Software'). Additionally, upon Termination, at the discretion and direction of Spectrum (x) Customer shall return the applicable Spectrum Equipment to Spectrum; (y) Customer shall allow Spectrum to retrieve the applicable Spectrum Equipment, which 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 applicable Spectrum Equipment at the Service 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, whichever is greater; 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 (i) monthly recurring charges specific to the Services ("MRCs"); (ii) non -recurring, one-time charges ("OTCs"); (iii) taxes and fees for the Services; and (iv) other applicable charges as described in the Service Agreement (collectively, "Service Charges"). (a) Charges. Except as otherwise specified herein, Spectrum commences billing for Services on the Billing Start Date. Spectrum invoices for MRCs, plus applicable taxes, fees, and surcharges, in advance on a monthly basis. Spectrum invoices for 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 with the Services that are the subject of the 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 the 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, unless prohibited by applicable law, Spectrum shall have the right to collect or recover from Customer the amount of any federal, state, or local fees or taxes arising Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 5 of 22 © 2016-2025 Charter Communications, all rights reserved as a result of the Service Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum's receipts from Customer or to 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 the 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, orto 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 Customer requested changes or additions related to a Service, Spectrum Equipment, installation, or Customer Equipment 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). (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 repairs or replacements that may be necessary as a result of damage to Spectrum Equipment caused by Customer or a third -party. (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 attorneys' fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under the Service Agreement. In the event City disputes charges from Spectrum in good faith and Spectrum undertakes collection efforts, incurs collection costs in its attempts to collect the disputed amounts, and the Customer pays those collection fees to Spectrum pursuant to this paragraph, Spectrum agrees to reimburse Customer the amount paid to Spectrum if it is later determined that Customer rightfully disputed the charges. (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 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 the Service Agreement shall otherwise remain unchanged. 8. ADMINISTRATIVE WEBSITE. Spectrum may, at its sole option, make one or more administrative websites, including without limitation htti)s://spectrumenter[)rise.net/, available to Customer in connection with Customer's use of the Services (each an "Administrative Website I'). 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 Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 6 of 22 © 2016-2025 Charter Communications, all rights reserved 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 and Customer - supplied software for the use of any Service or third -party services. Except as explicitly stated in a Service Attachment, 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 hardware 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 the 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 the Service Agreement. (b) No Resellinq. Customer shall not resell or redistribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or any part thereof, in any manner other than for the 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 copyright or patent protected material. (d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers' use of Spectrum 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. (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 the Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with the 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 the 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. The Service may be unavailable from time -to -time either for scheduled or unscheduled maintenance, technical difficulties, or reasons beyond Spectrum's reasonable control. Such temporary service interruptions or outages, 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 the Service Agreement. 12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to (a) 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; and (b) monitor, record, and maintain oral communications with Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 7 of 22 © 2016-2025 Charter Communications, all rights reserved 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; Mutual Termination Rights. A Party shall be in default under the Service Agreement if (i) it has failed to comply with the terms of the 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; or (ii) it liquidates, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange (each condition listed in (i) and (ii), a "Default"). Either Party may terminate the Service Agreement or a Service Order if the other Party is in Default. (b) Termination for Convenience by Customer. Notwithstanding any other term or provision in the Service Agreement, Customer may terminate a Service Order, in full or in part, or the Service Agreement, at any time upon thirty (30) days prior notice to Spectrum submitted in accordance with Section 21(b) below, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum Equipment. (c) 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 the Service Agreement and any other remedies it may have under applicable law to suspend Services or any component thereof if Customer fails to comply with any applicable laws or regulations or the Service Agreement, or if Customer's or any 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 ongoing obligation to pay Spectrum any amounts due under the Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the suspended Service. (d) 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. 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. (e) Survival. The provisions of Sections 6(c), 7(b), 7(e), 13(d), 13(e), 14, 15, and 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 THE 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, Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 8 of 22 © 2016-2025 Charter Communications, all rights reserved 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 THE SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE 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 THE SERVICE AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, 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 THE 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 THE SERVICE AGREEMENT. SPECTRUM'S AND ITS AFFILIATES' MAXIMUM AGGREGATE LIABILITY TO CUSTOMER AND ITS AFFILIATES WITH RESPECT TO ANY AND ALL LOSSES, DAMAGES, AND CAUSES OF ACTION SHALL NOT EXCEED THREE (3) MONTHS' WORTH OF MRCS UNDER THE SERVICE AGREEMENT AS OF THE DATE OF THE EVENTS FIRST 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. 15. Customer Responsibility. Customer understands and agrees that Spectrum disclaims and shall not be responsible for any liability to the full extent that such arises from Customer's misrepresentation with regard to or noncompliance with the terms of the Service Agreement and/or any Service Order, Customer's failure to comply with applicable law, and/or Customer's negligence or willful misconduct. Customer is solely responsible for the use of the Services and for its own personnel and their acts and omissions. 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 otherwise specified 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 Spectrum Equipment. 17. REGULATORY CHANGES. If 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, increases the costs 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 Services, then 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. If such increase materially increases the Service Charges payable by Customer for the applicable Service, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service without an obligation to pay a Termination Charge, provided Customer notifies Spectrum at least thirty (30) days in advance of Customer's requested termination date. Further, if 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 tariff or rate schedule shall govern Spectrum's delivery of, and Customer's use or consumption of, 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. iE�17=7ri:7_tE[•]��I�r���rr[•7►1_1�A'L•lulri=lea Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 9 of 22 © 2016-2025 Charter Communications, all rights reserved 19. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (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 shall not disassemble, decompile, reverse engineer, reproduce, translate, modify, attempt to learn the source code of, 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, 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 the Service Agreement, including but not limited to the contents of the 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. Notwithstanding the foregoing, Customer may disclose to third parties or use the Spectrum Materials and any other information and materials provided by Spectrum in connection with this Service Agreement, to the extent necessary to comply with applicable federal, state, or local law or regulation, including, without limitation, the Texas Public Information Act, Texas Government Code Chapter 552. (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 applicable Order Term. Upon termination of a Service Order, or relevant portion thereof, 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 customers with notice of Spectrum's collection, use, maintenance, and disclosure of information, and their rights and choices with respect to such practices under applicable U.S. state and/or federal laws and regulations. The Privacy Policy may be found on Spectrum's website at httos:Hentert)rise.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, the Service Agreement by this reference. In addition to the foregoing, 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). Spectrum shall also 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) Generally. 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 the 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 If to City: City of Fort Worth ATTN: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 10 of 22 © 2016-2025 Charter Communications, all rights reserved *With Copy to the City Attorney at same address Notice to Customer shall be sent to Customer's billing address or as set forth in the Service Agreement. Such notices shall be deemed effectively given in all respects when actually received (or if delivery is rejected at such address). Each Party may 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 Service(s) by following the instructions available at this link: https://enterprise.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.htmi (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 agreements, 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. For the avoidance of doubt, any existing confidentiality agreements between Spectrum and Customer or its affiliates specifically related to Spectrum's Network location information are separate and apart from the Service Agreement and shall continue in full force and effect. Customer should also consult Spectrum's website https://enterprise,spectrum.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. The 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. If Spectrum permits Customer to use its own purchase order form to order Services or Customer provides its purchase order form, any terms and conditions of such Customer purchase order shall have no force or effect, and the terms and conditions of the Service Agreement shall control. 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. Except for any mutually agreed terms in the Special Terms section of a Service Order, 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. (d) Assignment or Transfer. Customer may not assign or transfer (directly or indirectly by any means, including by operation of law or otherwise) the Service Agreement and the associated Service Order(s), or its 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 the Service Agreement and any Service Orders, in whole or in part, 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. The rights and obligations of Spectrum in the Service Agreement may accrue to, or be fulfilled by, Spectrum, its affiliates, and its subcontractors. (e) Severability. To the extent any term, covenant, condition or portion of the Service Agreement is held to be invalid or unenforceable, the remainder of such term, covenant, condition or portion of the Service Agreement shall be amended to as closely as possible achieve the intended effect of the Parties in a valid, lawful, and enforceable manner, or if not possible, then deleted and ineffective to the extent thereof, all without affecting any other term, covenant, condition or portion of the Service Agreement. (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 Party'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 disasters, mechanical or power failures, fiber cuts, or any governmental acts, orders, laws or ordinances in any way restricting the operation of the Services (each a "Force Majeure Event"). Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 11 of 22 © 2016-2025 Charter Communications, all rights reserved (g) Governing Law; Claims Limitation; WAIVER OF JURY TRIAL. The law of the state of New York shall govern the construction, interpretation, and performance of the 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. Except as otherwise provided in the Service Agreement, 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 Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Manhattan, City of New York. 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 the Borough of Manhattan, City of New York, 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 THE SERVICE AGREEMENT, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH CONTROVERSIES OR CLAIMS. (h) No Third -Party Beneficiaries. The terms of the Service Agreement and the Parties' respective performance of obligations as described are not intended to benefit any person or entity not a Party to the Service Agreement, and no other person or entity 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 either Party to enforce any provision of the 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 either Party, any waiver must be in writing. 0) Remedies Cumulative and Nonexclusive. Unless stated otherwise in the Service Agreement, all rights and remedies of the Parties are 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, and the exercise of any right or remedy does not preclude the exercise of any other rights or remedies. (k) Immigration Nationality Act. Spectrum shall verify the identity and employment eligibility of its employees who perform work under this Service Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by Customer, Spectrum shall establish appropriate procedures and controls so that no Services will be performed by any Spectrum employee who is not legally eligible to perform such Services. (1) No Boycott of Israel. Pursuant to Texas Government Code Chapter 2271.002, Spectrum certifies that either (1) it meets exemption criteria under Section 2271.002; or (2) it does not boycott Israel and will not boycott Israel during the term of the Service Agreement. If Spectrum meets an exemption, it shall provide Customer written notice of what that exemption is at the time the Agreement is made. (m) Record Retention and Access to Records. To the extent mandatory and required by applicable law, Spectrum shall maintain, in accordance with generally accepted accounting practices, accurate and complete records that it currently keeps in the ordinary course of business in accordance with Spectrum policy, including those records that enable Spectrum to support any invoice supplied to Customer, concerning the Services provided to Customer. Spectrum shall maintain those records for a period of at least six (6) years after the later of the delivery of Service or issuance of an invoice for a Service delivered under the Agreement. As allowed by applicable law, any audit of such records shall be for the previous 12-month period and not more than one time per year, and audit rights shall be limited to records pertaining to Services provided to Customer and not with respect to other Spectrum customers. Audits shall be limited to Spectrum's operations only, and Spectrum's confidential financial information, books, records and accounts shall not be made available for audit. Spectrum may require an auditor to sign a reasonable non -disclosure agreement. Audits, if any, shall be upon reasonable notice to Spectrum, at reasonable business hours and in any reasonable manner directed by Spectrum. Audits, if any, shall be at Customer's sole cost and expense. (n) Prohibition on Boycotting Energy Companies. Prohibition on Boycotting Energy Companies. To the extent applicable, pursuant to Chapter 2274, Texas Government Code (enacted by SB 13, 87th Texas Legislature, Regular Session (2021)), Spectrum verifies (1) it does not boycott U.S. energy companies and (2) it will not boycott U.S. energy companies during the term of this Service Agreement. (o) Prohibition on Discrimination Against Firearm and Ammunition Industries. Prohibition on Discrimination Against Firearm and Ammunition Industries. To the extent applicable, pursuant to Chapter 2274, Texas Government Code (enacted by SB 19, 87th Texas Legislature, Regular Session (2021)), Spectrum verifies (1) it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) it will not discriminate during the term of this Service Agreement against a firearm entity or firearm trade association. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 12 of 22 © 2016-2025 Charter Communications, all rights reserved Exhibit A Spectrum Privacy Policy Your privacy is important to Charter. We take seriously the responsibility of protecting your privacy and the information collected about you. This Spectrum Privacy Policy (the "Privacy Policy') describes the types of information we collect, how we use that information, the choices you have regarding such collection and use, and the rights that may be available to you under state and federal law when you subscribe to or interact with Spectrum products and services. WHEN THE PRIVACY POLICY APPLIES The Privacy Policy applies to the information we collect from or about you, your household, or devices associated with you, as prospective customers or when you subscribe to, access, or use the Spectrum products, services, websites, and applications (sometimes referred to as the "Spectrum Platform" in this Privacy Policy). Some Spectrum products and services may have additional privacy practices that are described in product- or service - specific sections in this Privacy Policy or may be provided to you in different ways, such as our commercial agreements for Spectrum Business services. To the extent there is an overlap between the privacy disclosures in this Privacy Policy and a product- or service -specific privacy notice (e.g., the Spectrum Biometric Data Privacy Notice which you can view by clicking here or by visiting our Your Privacy Rights section on our website), the privacy disclosures set forth in the product or service -specific notice or commercial agreement will apply and control with respect to such product or service. Sometimes you may access websites (e.g., news websites, shopping websites, internet search engine, etc.) or services (e.g., non -Spectrum email and instant messaging services or video streaming services, gaming services, data storage services, etc.) that we do not own, manage or control through the Spectrum Platform. We urge our customers to review the privacy practices of these third parties, because this Privacy Policy does not extend to the collection of information by third parties through websites not owned, managed, or controlled by Spectrum. WHAT INFORMATION WE COLLECT In order to provide you with Spectrum products and services, we collect a variety of information about you when you interact with us or use our products, services, websites, and applications. This information enables us to provide our services to you on a cost-effective basis and to tailor our products and services to best meet your needs and interests. Information You Provide to Us Directly We collect information you provide to us when you establish a customer or user account, register to use and/or connect to certain of our services, and when you contact us or otherwise communicate with us, such as: • contact information (e.g., name, address, email address, and phone number); • information about you including racial or ethnic origin; • usernames, passwords, images (e.g., driver's license photo), biometric data (e.g., voiceprints collected when you opt -in to our Spectrum VoicelD service subject to our Spectrum Biometric Data Privacy Notice), and other authenticating information associated with a Spectrum account; • information about the types of services to which you subscribe, orders you place or downloads you make through the various Spectrum applications (e.g., the Spectrum TV, MySpectrum, Spectrum News, and SpectrumU applications), the service options you have chosen, and any customized settings you have created; • information about the payment methods used for your Spectrum services, such as your payment card information (e.g., the cardholder name, card number, expiration date, and security code (CVV/CVC) associated with your debit or credit card) or bank account information (e.g., the routing number that identifies your bank and your bank account number that identifies your account within your bank); • information related to a credit application for a product or service or to protect against fraud, which may include your Social Security number, driver's license number, or other government issued identifier; • information you provide when you enter contests or respond to Spectrum's surveys, or participate in or attend events sponsored by Spectrum; and • information we keep in our records when you correspond or otherwise communicate with us, including through our call centers, in -person interactions at our stores, online chat sessions, community support space, and through Spectrum social media accounts. We may use the information you provide us and that we collect in order to make inferences, including sensitive data inferences, about you and your interests. Where required by law, we seek your consent before doing so. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 13 of 22 © 2016-2025 Charter Communications, all rights reserved Information We Collect Automatically We automatically collect information about your use of the Spectrum Platform in order to deliver any of our services or otherwise permit access to one of our products, such as: • information from any device you use when you interact with us, including but not limited to the device identifiers, the number, types, and status of devices connected to our network, network addresses, operating system, and technical configurations of the equipment used with our services, products, websites, and applications; • network traffic data; • general and/or precise geolocation information; • performance and support data; and • information about your use and the operation of the Spectrum Platform and its features. We automatically collect usage information to provide you with and market our products and services, and to deliver you relevant advertising, such as: • usage information about the channels, programs, and advertisements to which your device was tuned when you subscribe to our video service in order to provide you video content ("Video Usage Information"); • information we collect based on our provision of Spectrum Internet service, such as routing traffic to allow you to traverse from one website to another website, in order to provide internet service and connect you to the other internet-based services you request; this can include the amount of data used, device identifiers, and quality of service (i.e., quality of the signal) from customers who use our company -issued routers as part of our provision of Spectrum Internet service and other consumers who you permit to connect to your in -home equipment (collectively, "Internet Usage Information"); • call records, including the phone numbers that you call and that call you, and the times and dates of those calls, the number of text messages sent and received, when you subscribe to our phone and/or mobile service ("Call Detail Information"); • information about your general or precise location and internet usage data may be used to provide you with marketing and advertising from Spectrum and its business partners, which Spectrum determines may be relevant to you; • usage information about your use of the Spectrum Mobile network, the use of your mobile device, technical and network performance information, and location information when your device communicates with cell towers, WiFi routers, access points, and/or with technologies used by the Global Positioning System ("GPS") ("Mobile Usage Information"); and • device information, including your IP address and information about your browser, operating system, and platform type, demographic information through cookies, web beacons, and other tracking technologies, and information about the website that referred you to a Spectrum website, and the website to which we refer you when you leave a Spectrum website. Additionally, if you subscribe to or use services that require us to transfer or store communications such as a Spectrum email account or a Spectrum voice product that includes a voicemail service, it will be necessary for us to collect the content of those communications to provide you with the service you have requested because it is required in order for the services to function. We also collect the content of any files you store in our cloud storage services (e.g., the Spectrum Cloud DVR platform) and other information when it is necessary to provide you with the products or features of the services you use. Please refer to the Spectrum Internet DNS Privacy Notice, available by visiting our Your Privacy Rights section on our website, to learn more about the type of Domain Name System ("DNS") data we collect based on our provision of Spectrum Internet service, how we use and share that information, and our storage and retention practices associated with the DNS data we maintain. Location Information When you access our network, we may collect general or precise location information. We may also collect general or precise location information when you use some of our services and applications. For our fixed home video, voice, internet, WiFi, and business services, all of which are inherently tied to the customer's service address location, we collect the customer's home, business and/or service address in order to provide service to the devices that are physically located at those addresses. For our video service, we use the collected information to deliver service to the physical address at which the customer's receiver is located. For our wireline voice service, we use the collected information to deliver service to the physical address at which the customer's voice modem is located; we also collect call detail information, including the call connection locations (including city, state, and country) and the call origin and destination locations, for account billing. For internet and in -home WiFi, we use the collected information to deliver service to the physical address at which the modem and router are located and installed. Charter also collects the public IP address of any device that connects to an in -home Advanced Home WiFi router in order to authenticate the device and allow customers to assign security, parental or other controls to certain devices. We collect similar Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 14 of 22 © 2016-2025 Charter Communications, all rights reserved address information tied to equipment located at our commercial customers' service addresses. When a customer subscribes to Spectrum Mobile service, their billing address, as well as their core video, voice, or internet account service address, if they subscribe to other Spectrum services, i.e., Spectrum Internet, is linked to their account for the same purposes. For our out -of -home WiFi service and Spectrum applications, we may collect additional location information from your devices in order to authenticate, connect, and deliver seamless connectivity when connecting to our out -of -home WiFi access points, using our mobile service, or connecting to a Spectrum service from outside of your home via any WiFi access point or internet connection (e.g., if you are a video subscriber accessing content on your mobile device, irrespective of whether you are in or outside of your home or connecting via Spectrum WiFi or Spectrum Internet, we may collect location information in order to determine whether certain content is available to you based on your location). For our out -of -home WiFi access points, as well as the out -of -home WiFi access points of our industry partners, we may collect information about the location of the out -of -home WiFi access point and device information, including the public IP address assigned to the device connecting to the access point. We may use this location data to develop, tailor, and market Spectrum's own products and services, or enable targeted third -party advertising in partnership with select advertising partners and providers. Information Obtained from Third Parties We may collect information from third parties for purposes related to delivering our products and services to you, for analytics and research, or for marketing and advertising our own products and services, as well as for delivering third - party advertising on the Spectrum Platform. Information to verify data you have provided and from credit reporting agencies to determine your credit worthiness, credit score, and credit usage. Information from content providers and other platform providers when you use your Spectrum account to authenticate your use of Spectrum services through that provider's platform or device. Information from research consultants, marketing firms, data quality management solution firms, and programming partners to enhance our marketing and advertising programs. Collected data may include demographic information, as well as personal interest data, to help us construct audience segments, deliver advertising, and evaluate the effectiveness of a given advertising campaign. HOW WE USE INFORMATION We use the information we collect to provide you with reliable, high quality products and services. We may also use the information we collect to provide you and allow our business partners to provide you with relevant advertising. When required by applicable law, we will request your consent for certain uses of your information. Depending on your state of residence, you may have certain rights to limit our use of information. Please see the state right sections below for more information. To Provide and Improve our Services, Products and Devices, Websites and Applications We use the information we collect to: • deliver, maintain and improve our products, services, websites, and applications; • fulfill requests for new service or changes to your account or the products and services you already receive; • provide you with technical support and high quality customer service, including through the use of recorded or monitored communications between you and our customer service agents; • create and administer a Spectrum account, including activating your service, billing, invoicing, and debt collection activities; • authenticate or otherwise provide you access to your Spectrum products and services; • provide updates, upgrades, repairs or replacements for any of our service -related devices or software used in providing or receiving services; • manage and configure our device(s), system(s), and network(s); • understand how the service is being used, including through the creation of operational and marketing reports based on de -identified and/or aggregated service usage information; • inform you of additional products and services that may be of interest to you; • protect the security of the system, prevent fraud, detect unauthorized reception, use, and abuse of any Spectrum product, service, website or application, and to enforce any Spectrum policy or applicable terms of service; • protect our rights, our personnel, our property, and the safety of others; • maintain our accounting, tax and other records; and • comply with applicable federal and state laws and regulations, as well as for the general administration of our business. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 15 of 22 © 2016-2025 Charter Communications, all rights reserved We may leverage automated decisionmaking tools or the power of artificial intelligence ("Al") to perform some or all of these actions as well as any of the actions described in other parts of this section of the privacy policy. We do not engage in any automated decisionmaking related to the provision or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, health care services, or access to essential goods and services. To Communicate With You We use the information we collect to deliver and personalize our communications with you, e.g., when responding to a survey or ordering a pay -per -view event, we will use that information and information from your account to send you billing information, as well as recommendations for additional Spectrum products or services that may be of interest to you and to provide you with a more personalized experience. We may also send you promotional communications for products and services that may be of interest to you. To Create Business and Marketing Reports We use the information we collect to create business and marketing reports (the "Reports") to provide insights into what products and services our customers are using, how long they are using our products and services, how some of our services are accessed, and what additional products and services may be of interest to our customers. We use these Reports for our own internal purposes, such as improving our products and services, determining what content to provide our customers, measuring the effectiveness of our marketing and advertising, and other research and analytics. We may also share these Reports with third parties, as described in " When and With Whom We Share Information." In some cases, we may provide Reports to a third party for the third party's own use. You should review the "Your Choices" section of this Privacy Policy to understand the choices you have with respect to the sharing of this information. Targeted Advertising We may use the information we collect or that third parties collect from your visits to other online services to make the marketing and advertising you see on the Spectrum Platform more relevant to you, as well as to market the Spectrum products and services on other websites and platforms. We may use partners to assist with advertising, and in doing so, disclose your persistent identifiers such as your device ID, or other unique identifiers associated with your account. We may also disclose your general or precise geolocation information or information associated with your browsing history. For information about how to limit the use of information for these purposes, see the "Your Choices" section below. Addressable Advertising on our Cable System Applications We place some of the advertisements you see during live and on -demand video content on our cable system and video applications. Some of those advertisements are placed in particular shows or channels; others are shown in particular geographic areas. Some of our cable advertisements will ask for your permission to take certain actions, like mail you information or allow the advertiser to contact you. In some areas we will be able to address advertisements to your household through our cable system that will be more relevant to your interests based on your Video Usage Information and/or Combined Information. For information about how to limit the use of information for these purposes, see the "Your Choices" section below. Third Party Online and Apr) -Based Advertising and Customization We may place "cookies" and other tracking technologies in your browser that contain information about you or your account when you set up a personalized service or customize your settings and preferences on our websites or mobile applications. These technologies enable us to help diagnose problems with our services, control the display of ads, track usage patterns, gather demographic information, analyze trends, conduct research, and otherwise administer the Spectrum services. We do not store sensitive information such as your password, e-mail address or credit card number in these third party technologies. In addition to the advertising we deliver, we allow third -party ad serving companies and other unaffiliated advertisers to display advertisements on our websites and within some of our mobile applications. These third parties may collect information about you when you use the Spectrum websites and apps or when you Interact with these third party advertisements. For information about how to limit the use of your information for these purposes, see the "Your Choices" section below. WITH WHOM WE SHARE INFORMATION Account Holders and Other Authorized Users Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 16 of 22 © 2016-2025 Charter Communications, all rights reserved We may disclose certain information about a customer's account and use of a service or feature to the primary account owner only after appropriate authentication. The primary account owner may also authorize other users to access certain information on the account, which may include information about the primary account owner's use of the relevant service. Charter/Spectrum Related Businesses We may share information about you with other Charter and Spectrum related companies in order to provide the services you have requested or to which you subscribe, or to make your Spectrum experience more streamlined, such as through combining account information into a single location for easier access. Service Providers We may disclose your information to service providers who perform business activities and functions on our behalf to support our interactions with you such as billing and collections, payment processing, analytics and research, marketing and advertising, service delivery and customization, maintenance and operations, and fraud prevention. These service providers are authorized to use your personal information only as necessary to provide these services on our behalf. Governmental Entities or Pursuant to Valid Legal Process We may disclose personal information to comply with valid legal process, including subpoenas, court orders or search warrants. In some instances where there is a valid legal request or an order for disclosure of information about you, we may notify you of such request or order and then it may be up to you to object or take specific action to prevent any disclosures pursuant to those requests or orders. If you subscribe to any Spectrum services, we may be required by law to disclose information about you, including information that personally identifies you, your use of our services, and the content of your communications, to governmental entities upon receipt of valid legal process. We may also disclose personal information when we believe it is necessary to protect our customers, employees, or property; in emergency situations; to enforce our rights in court or elsewhere, or directly with you, for violations of service terms, conditions or policies; and/or as otherwise required by law. Third Parties We may sell to or share with third parties your personal information for their own marketing, advertising, or other commercial purposes. We may sell or share your persistent identifiers such as device identifiers, IP address, video and/or internet usage data, and general or precise geolocation data. Depending on your state of residency, you may be able to opt -out of this use of your personal information. Where required to do so by law, we will obtain your consent before selling or sharing your personal information. If you subscribe to our Spectrum Voice® service, your name, address and/or telephone number may be transmitted via Caller ID, published and distributed in affiliated or unaffiliated telephone directories, and available through affiliated or unaffiliated directory assistance operators. We take reasonable precautions to ensure that non -published and non - listed numbers are not included in the telephone directories or directory assistance services, although we cannot guarantee that errors will never occur. Please note that Caller ID blocking may not prevent the display of your name and/or telephone number when you dial certain business numbers, 911, 900 numbers or toll -free 800, 855, 844, 866, 877 or 888 numbers. But note that Spectrum Mobile does not publish directories of customers' wireless phone numbers and we do not make those numbers available to others for listing in directories. Some of the advertisements we display may invite interactive or transactional follow-up from you. When you interact and provide your consent, we may share your contact information with the advertiser for the purpose of fulfilling your request. We may also share individually de -identified and/or aggregate information, including our business and marketing reports, with third parties for their own purposes. If we enter into a merger, acquisition, or sale of all or a portion of our assets, we may transfer or receive information about you, including information that personally identifies you, as part of the transaction. We may also receive information about consumers who are not our subscribers as the acquiring entity in a merger and acquisition. WHAT CHOICES YOU HAVE TO CONTROL THE USE OF INFORMATION BY SPECTRUM You have choices in controlling how we use and share your information for marketing and advertising purposes. For instance, you can always choose whether to receive promotional emails or text messages. When you visit our websites, you may opt -out of interest -based advertising, and when you use our mobile applications, you can limit the use of ad trackers. Visit our Privacy Preference page to manage your marketing communication and privacy preferences, including, for example: Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 17 of 22 © 2016-2025 Charter Communications, all rights reserved to be added to our marketing communication preferences list (e.g., "Do Not Call"), which will limit the marketing and advertising messages you receive from us about Spectrum products and services; to limit our use of your customer proprietary network information ("CPNI") for marketing and advertising of our own products and services; and to limit our use of your Video Usage Information, Combined Information, or our business and marketing reports to direct addressable advertisements or interest -based advertisements to you as further described in the preference center. Some of the preferences will only apply when you subscribe to Spectrum services and may require additional account information. If you make changes to your contact information or get a new account, you will need to review and update your privacy preferences. If you are a Spectrum customer and do not have access to Internet service, you may call us at the number provided on your monthly bill statement to be added to any of these lists. If you are not a Spectrum customer and would like to add your name to marketing opt -out lists, please call 833-845- 3726. Please note that even if you choose to limit the use of information or communications for marketing and advertising purposes, you may still receive general marketing and/or advertising messages, in addition to service -related communications. You may also opt -out of the sale or sharing of your personal information and targeted or cross -context behavioral advertising by broadcasting a universal opt -out signal, such as the Global Privacy Control (GPC), on the browsers and/or browser extensions that support the GPC where such mechanism is required under applicable state privacy law. For more information about privacy preferences visit our Privacy Preference page. Cookies, Tracking Technologies, and Interest -Based Advertising Some of our websites use certain web analytics services, such as Google Analytics and Adobe Analytics. These services use cookies or other tracking technologies to help us analyze how users interact with and use the Spectrum websites, compile reports on the websites' activity, provide other services related to website activity and usage, and help us identify and communicate with potential customers. The information generated by these web analytics services are transmitted to and stored by those entities and are subject to their respective privacy policies. To learn more about Google Analytics and Adobe Analytics, including how to opt -out of tracking of analytics, please visit the following links managed by Google (Google Cookies) and Adobe (Adobe Privacy Center). Many of the third -party advertisers that place tracking tools on the Spectrum websites are members of programs that offer you additional choices regarding the collection and use of your information. You can learn more about the options available to limit these third parties' collection and use of your information by visiting the websites for the Network Advertising Initiative and the Digital Advertising Alliance, as well as the webpages for Facebook's ad preferences tool and privacy policy. Similarly, you can learn about your options to opt -out of mobile app tracking by certain advertising networks through your device settings. For more information about how to change these settings for Apple or Android devices, see: • Apple: httr):Hsui)port.apple.com/kb/HT4228 • Android: http://www.google.com/policies/technologies/ads/ You may also have the right in certain states to opt -out of the use of your personal information for interest -based advertising by Spectrum. For more information, please visit the state rights sections of this Privacy Policy or the Privacy Preference page to opt -out. Some of our Spectrum Platforms (e.g., our Spectrum TV application) may include Nielsen's proprietary measurement software, which will allow you to contribute to market research, like Nielsen's TV Ratings. To learn more about Nielsen's privacy practices, including how you can opt -out of Nielsen's collection and use of this measurement data, please visit www.nielsen.com/digitalprivacy. CPNI When you initiate an interaction with one of our representatives, such as a phone call or a chat, we may ask for your oral consent to our use of your CPNI for the purpose of providing you with an offer for other products or services, such as Spectrum cable video service. If you consent, we may use your CPNI for the duration of that interaction to offer you those additional products and services. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 18 of 22 © 2016-2025 Charter Communications, all rights reserved If you subscribe to the Spectrum Voice® or Spectrum Mobile service, you have the option of allowing us to use the CPNI we have on file to provide you with information about products and services or special promotions for other communications -related products and services to which you do not already subscribe. You have the right to restrict this use of CPNI. If you opt -out of this use, you will experience no effect on your services. We will wait at least thirty days from the date we first provide notice to you, as a subscriber of the Spectrum Home Phone service or Spectrum Mobile service, before we use your CPNI for this purpose. During that time and at any time after, you may opt -out of our use of your CPNI for these marketing purposes by calling us at the number provided on your monthly billing statement or visiting our Privacy Preference page. HOW WE PROTECT YOUR INFORMATION We take seriously our responsibility to secure the information we collect and maintain. We use reasonable security, including technical, physical, and administrative controls, to secure the information we collect and maintain. However, we cannot guarantee that these practices will prevent every unauthorized attempt to access, use, or disclose Spectrum information. You can help protect the privacy of your own information by using encryption and other techniques to prevent unauthorized interception of your personal information. You are responsible for the security of your information that you transmit to us or view, download, or otherwise access when using unencrypted, public or otherwise unsecured networks. For more information on things you can do to help protect the privacy of your own information, visit www.spectrum.com/security or www.OnGuardOnline.gov. HOW WE PROTECT CHILDREN'S PRIVACY We do not knowingly collect personal information from anyone under the age of 18. If you believe that a child under 18 years of age has provided us with personal information, please contact us at the address below. YOUR RIGHTS AND OUR LIMITATIONS ARE UNDER FEDERAL LAWS The Cable Act and Personally Identifiable Information Section 631 of the Cable Communications Policy Act of 1984, as amended, (the "Cable Act") imposes certain limitations on our collection, use, and sharing of information that personally identifies you when you subscribe to cable video and telecommunications services, or other services provided using the facilities of the Spectrum cable system. The Cable Act provides you with the right to know about the personally identifiable information we collect about you and how we use it; under what conditions and circumstances and the types of persons and entities to whom we may disclose personally identifiable information; how long we maintain personally identifiable information; the limitation on our ability to collect and disclose personally identifiable information collected from the cable system; and provides you with the right to request access to review and correct your personally identifiable information. Personally identifiable information is information that identifies a particular person; it does not include de -identified or aggregate data that does not identify a particular person or persons. If you would like access to the personally identifiable information we maintain in our business records pursuant to the Cable Act, please send a written request to your local Spectrum office or call us at the number provided on your monthly billing statement and we will make an appointment for you to visit during normal business hours. You will only be permitted to examine records that contain personally identifiable information about your account and no other account. If your review reveals an error in our records, we will correct it. We reserve the right to charge you for the cost of retrieving and photocopying any documents that you request. The Cable Act permits us to use the cable system(s) to collect personally identifiable information about our subscribers when it is necessary to render services and to detect unauthorized reception or use of the Spectrum Cable Act Services. We may use the cable system to collect personally identifiable information about a subscriber for additional purposes with a subscriber's prior written or electronic consent. The Cable Act also permits us to disclose personally identifiable information if the disclosure is necessary to render, or conduct a legitimate business activity related to, the cable service or other services provided; required by law or legal process; or limited to your name and address under a "mailing list" exception, as described in this Privacy Policy. We may sell or share customer names and addresses with third parties for their own marketing or advertising purposes subject to your opportunity to opt -out of such activity. When a government entity is seeking information about your selection of video programming, you have additional rights as described in the "Governmental Entities or Pursuant to Valid Legal Process" subsection of "When We Share Information with Others." If you believe that you have been aggrieved by any act of ours in violation of law, we encourage you to contact us to resolve your question or concern. You may also enforce the limitations imposed on us by the Cable Act with respect to your personally identifiable information through a civil lawsuit in federal district court seeking damages, attorneys' fees, and litigation costs. Other rights and remedies may be available to you under federal or other applicable laws as well. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 19 of 22 © 2016-2025 Charter Communications, all rights reserved Your Spectrum Residential Services Agreement contains your agreement that, to the extent permitted by law, any claims under the Cable Act may be enforced in arbitration. The Communications Act and CPNI Section 222 of the Communications Act provides additional privacy protections for information about the quantity, technical configuration, type, destination, location, and amount of your use of the Spectrum telecommunications services, and information about your Spectrum phone service that is contained on your bill. This information, when linked to an identifiable customer of such service, is known as customer proprietary network information or "CPNI." CPNI does not include a customer's name, address, and telephone number. If you subscribe to Spectrum Voice® or Spectrum Mobile service, we have an obligation under federal law to protect the confidentiality of CPNI and to provide you with information about how we use your CPNI and explain the choices you have. Those additional protections and the choices you have regarding the use and sharing of such information are reflected in this Privacy Policy. If you want access to the CPNI data we maintain about your account, we will provide a copy to you at the address of record for your account, or to any person authorized by you, if we reasonably believe the request is valid. For telephone and online access to your CPNI, you must first authenticate your identity before we can disclose CPNI to you or your authorized agent. WHAT HAPPENS IF WE CHANGE THIS PRIVACY POLICY The most current version of our Privacy Policy is published and maintained at www.spectrum.com. The needs of our customers and the business may change from time to time and, when that happens, we may need to modify this Privacy Policy. Any changes will be posted at this website. If we make any changes that materially affect your rights or the ways in which we use or disclose information, we will attempt to notify you in advance through written, electronic or other means using the information you have provided when setting up your account. YOUR RIGHTS IF YOU LIVE IN CALIFORNIA If you are a California resident, please visit our California Consumer Privacy Rights page, where you can view our California Consumer Privacy Policy and access information about your rights under the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), and other California privacy laws. YOUR RIGHTS IF YOU LIVE IN MAINE If you are physically located in and billed by Spectrum for broadband internet access service received in the State of Maine, as a prospective, current, or former subscriber of our broadband internet access service, you have certain rights with respect to the information we collect about you based on our provision of broadband internet access service. We will not discriminate against you if you exercise any of your rights under Maine law. This means that if you exercise any of your rights, Spectrum will not: deny you broadband internet access service; charge you a penalty; or offer you a discount based on your consent that we can use or share your broadband customer personal information. YOUR RIGHTS IF YOU LIVE IN OTHER STATES WITH PRIVACY LAWS If you are a resident of Connecticut, Colorado, Florida, Indiana, Kentucky, Minnesota, Montana, Nebraska, Nevada, New Hampshire, New Jersey, Oregon, Tennessee, Texas, or Virginia, you may have additional rights with respect to the personal information we collect about you. We may collect and use information about you as described in the "What Information We Collect" and "How We Use Information" sections of this Privacy Policy, and we may disclose your information as described in the "With Whom We Share Information" section of this Privacy Policy. Where required by applicable law, we will request your consent for the collection and use of your sensitive personal information or the sale of your information. You also may have the following rights, subject to certain legal exceptions: • The right to know and access what personal data a business has collected from or about them and how that data is used and shared; • The right to delete their personal data; • The right to correct inaccurate personal data; Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 20 of 22 © 2016-2025 Charter Communications, all rights reserved • The right to receive a portable copy of the personal data previously provided to the business; • The right to appeal a business's refusal to take action on a consumer's request to exercise their other nights; • The right to withdraw your consent for the processing of sensitive data in certain circumstances, • The right to opt -out of the processing of personal data for targeted advertising purposes, the sale of personal data, and profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer; • The right to opt -out of the collection of personal data through voice recognition features (Florida only); and • The right to request a list of third parties with whom we may disclose your personal information (Minnesota and Oregon only); • The right to non-discrimination and equal service for exercising their consumer data rights. How to make a consumer request: You can make a request to exercise one or more of your consumer privacy rights via our online verifiable consumer request submission form located on our State Consumer Privacy Rights page or by calling our toll -free number at (844) 979-1794. You may authorize another person to make a verifiable consumer request on your behalf, and parents and guardians may submit requests on behalf of their minor children. The authorized agent should submit the request using our online submission form dedicated to authorized agent requests available on our Consumer Authorized Agent Consumer Request on State Consumer Privacy Rights page. As part of the verifiable consumer request and authorized agent request process, Spectrum will use reasonable efforts to verify your identity, as well as the identity of your authorized agent to ensure that your agent has been properly authorized by you to request information on your behalf. If Spectrum denies your verifiable consumer request, you can appeal that initial denial using the same methods identified above for the original submission of the request. In addition, Spectrum offers many choices to help you manage your privacy and ensure that you have meaningful choice. You can manage your privacy preferences by visiting our Privacy Preference page. USERS OUTSIDE THE UNITED STATES Our Website and services are meant for residents of the United States. If you use our Websites outside of the United States, you understand and consent to the transfer of your personal information to, and the collection, sale, processing, and storage of your personal information in, the United States. The laws in the United States regarding personal information may be different than the laws of your country. HOW TO CONTACT US WITH QUESTIONS ABOUT THIS PRIVACY POLICY Questions about Spectrum's privacy practices should be sent to: Charter Communications, Inc. Attn: Legal - Privacy and Cybersecurity 400 Washington Boulevard Stamford, CT 06902 You may also contact the Legal - Privacy and Cybersecurity team at PPRLegal Privacy and Cvbersecurityacharter.com or contact your local customer service office at the phone number listed on your monthly bill statement or by visiting our website at www.sr)ectrum.com. ADDITIONAL PRODUCT AND SERVICE -SPECIFIC INFORMATION YOU NEED TO KNOW Spectrum Mobile Applications When you use Spectrum mobile applications, we may also automatically collect information about the devices you use to access the application or our services and the content you view. The information we may automatically collect depends on how you access the services and content and includes: • information related to the use and operation of the App; • device information (e.g., device identifier, mobile device number, advertising identifier, MAC address, carrier, operating system, ISP, IP address); • usage data associated with how you interact with the App; • configuration data for any WiFi enabled device you may use to access the App; • information related to your WiFi and cellular connections (e.g., data usage, network performance, signal strength, throughput, latency); and • location information, including precise geolocation information, such as your service address and the location of a device in which you have installed the App. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 21 of 22 © 2016-2025 Charter Communications, all rights reserved Our location -based features are based on the location of your Spectrum service account and the general or precise location of a device in which you have both installed a Spectrum mobile application (e.g., the Spectrum TV Application, My Spectrum Mobile App, Connection Manager) (each individually an "App") and have enabled location services. If you do not want the App to collect your device's precise geolocation, you can disable location services on your device using the device settings. Please note that location data will be collected when your location service is enabled for this App when the App is running in the foreground, background, or even if you are not directly using the application depending on your device. Some of the App's features are only available while you are on the Spectrum network or when connecting from your home WiFi account. The App will use your IP address and other information to determine whether you are on or off the Spectrum network or connecting via your service account. Spectrum Careers Websites and Job Applicant Tools Our careers websites and job applicant tools provide interested candidates and prospective employees with leads in their job search, as well as a place to apply for an open position and track their application status. In order to join the Spectrum Talent Network, you must provide certain contact information, such as your name and email address, which Spectrum uses to send job alerts and relevant communications and updates. If you no longer want to receive communications from the Spectrum Talent Network team, you can unsubscribe at any time. Our job applicant tools also collect additional from you associated with yourjob application, such as your educational background, employment history, and resume or other uploaded documents. If you would like to view, access, update or delete your personal information maintained within our careers websites and job application tools, please visit those sites directly. Spectrum Business - Enterprise Terms of Service v 250206 CONFIDENTIAL Page 22 of 22 © 2016-2025 Charter Communications, all rights reserved CITY COUNCIL AGENDA Create New From This M&C DATE: 9/16/2025 REFERENCE 08M&C 25- CODE: C TYPE: CONSENT FORT' ORTII Y- LOG NAME: 04TELECOMMUNICATION SERVICES CHARTER SPECTRUM PUBLIC NO HEARING: SUBJECT: (ALL) Authorize the Execution of an Agreement with Charter Communications, Inc. for Telecommunication Services and Cable Television in an Annual Amount of $290,000.00 with Four (4) One -Year Renewal Options for the Same Annual Amount and Ratify Expenditures for the Information Technology Solutions Department RECOMMENDATION: 1. Authorize the execution of an agreement with Charter Communications, Inc. for telecommunication services and cable television using a sole source purchasing agreement in the amount of $290,000.00; 2. Authorize four (4) one-year renewal options with each renewal amount of $290,000.00 for the Information Technology Solutions Department; and 3. Ratify expenditures in the amount of $744,528.00 with Charter Communication Operating, LLC and Spectrum. DISCUSSION: On November 7, 2017 Mayor & Council Communication (M&C) P-12119 authorized the execution of an agreement with Charter Communications Operating, LLC, operating under the Spectrum Business brand, following a competitive procurement process. This contract was approved to remain in effect through 2022. After the contract expired, payments for continued services were processed via procurement card (P-card), and unfortunately, the expiration of the contract went unnoticed during routine reconciliations. As a result, services were continued without a formal extension or new contract in place. While the services provided remained necessary for City operations, the purchases should not have continued without proper authorization therefore this M&C requesting ratification of payments in the amount of $744,528.00 made after the contract expiration to ensure transparency and compliance. To maintain full contract compliance, steps have been enacted to strengthen internal controls including the implementation of a contract management dashboard that includes contracts associated with P- card payments which was a missing critical gap in previous tracking processes. This tool will help ensure more effective monitoring of contract expiration dates across all payment methods. Approval of this M&C will allow the Information Technology Solutions Department to continue to pay Charter Communications, Inc., under the Spectrum Business brand, for monthly service fees related to telecommunication services. Funding is budgeted in the General Operating & Maintenance category in the Info Technology Systems Fund for the Information Technology Solutions Department in the amount of $66,000.00 and the remaining funding will be available upon adoption of the Fiscal Year 2026 Operating budget. A Chapter 252 exemption request related to this purchase was reviewed and approved by the City Attorney's Office as a sole source. BUSINESS EQUITY - This project was approved for a waiver per the Chapter 252 exemption, as a sole source by the Legal Department. Therefore, the business equity goal requirement is not applicable. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire twelve months after. RENEWAL OPTIONS: The agreement may be renewed for four (4) additional one-year periods at an amount up to $290,000.00. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds are available in the current operating budget, as previously appropriated, and upon adoption of the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year 2026 Operating Budget, as appropriated, in the Info Technology Systems Fund. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM F Department Account Project ' Program ' Activity I Budget ' Reference # ID ID Year (Chartfield 21 Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Dianna Giordano (7783) Kevin Gunn (2015) Sallie Trotter (8442) 04TELECOMMUNICATION SERVICES CHARTER SPECTRUM fund avail.docx (CFW Internal) 04TELECOMMUNICATION SERVICES CHARTER SPECTRUM FY22 through FY25 Charges.xlsx (CFW Internal) 25-TBD6262025 (SS Charter Comm unicationSpectrum)-CC.pdf (CFW Internal) FID Table - FY2025Charter Spectrum.xlsx (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Charter Communications, Inc. Subject of the Agreement: New Agreement with Charter Communications, Inc. M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 8 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes 8 No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 03/31/2026 If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.