HomeMy WebLinkAboutContract 45474111111111111
Filing Purposes Only:
Customer Name in Billing:
Customer Account #:
Customer Federal Tax ID#:
Proposed Installation Date:
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201311123044250
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Charter+
Business
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COW 111PAntsi t__115512.4a•
BUSINESS INTERNET, VIDEO AND MUSIC SERVICE AGREEMENT
This Business Internet, Video and Music Service Agreement ("Service Agreement" or "Agreement") is executed and effective upon the
latest date of the signatures set forth in the signature block below ("Effective Date") by and between Marcus Cable Associates, L.L.C.,
("Charter Business" or 'Charter") with local offices at City of Fort Worth, ("Customer') with offices located at 1000 Throckmorton, FORT
WORTH TX, 761027302
Both parties desire to enter into this Agreement in order to set forth the general terms under which Charter is to provide Customer with
Charter's services ("Service" or `Services") to Customer site(s), the scope and description to be specified per site below and/or in a
Service order(s) executed by both parties (each instance of site identification and order a "Service Order" or collectively the `Service
Orders"), which shall be incorporated in this Agreement upon execution. This Agreement and each Service Order will be effective
only after both parties have signed each document.
SERVICE ORDER
Under the Business Internet, Video and Music Service Agreement
THE PARTIES AGREE TO THE FOLLOWING SERVICE ORDER TERMS WHICH FORM A PART OF AND ARE INCORPORATED
INTO THE SERVICE AGREEMENT:
1. CUSTOMER INFORMATION:
Account Name: City of Fort Worth - Master Bulk
Invoicing Address: 1000 Throckmorton, FT WORTH TX,76102
Invoicing Special Instructions:
Customer Federal Tax ID#:
2. SITE -SPECIFIC INFORMATION ("Sites" or "Premises").
NEW ❑ RENEWAL ❑ CHANGE Specify:
Proposed Installation Date:
Service Location (Address): 401 W 2ND ST, FORT WORTH TX, 76102-7302
S ervice Location Name (for purposes of identification):
S ervice Location Special Instructions: Additional outlets ordered will be at the same rate of $12 per outlet during the initial
S ervice Period of this Agreement. Installation charges for additional outlets will be $99 per outlet.
Video: Hotel and Commercial Services
Elk Customer Initial:
CONFIDENTIAL 0060000000AbR7G Page 1 of 16
RECEIVED MA P, 0 2Ui9
Customer Contact Information. To facilitate communication the following information is provided as a convenience and, may be
updated at any time without affecting,the enforceability of the terms and conditions,herein:
Site Contact Technical Contact
Name
Phone
Fax
Cell
Email
Address
U.S., Dol:lar
MOiNTH ,Y SERVICE, FEES FOR BULK RATE VIDEO ACCOUNTS: Amunts or#
of Units as
applicable)
Video Service.- Public View Cable Television -Basic;, Public View Cable Television
Expanded
'Number of Units,at tim:le of s,igin:ing, 634
,Monthly Service Fee Per Unit: $12.00 $7608.010
Customer understands that Charter shall include on the monthly bill to Customer any units over and above the Number of units at time of
signing if and when units are added to receive the Service, In the event outlets are deleted during the term of this Agreement,the number of
units shall be adjusted and the monthly fee redo cedat the agreed per-unit rate,listed.
OT R HE CHARG'ES ( including One -`Tl�me Ch� arg P oflar,
es) ,
,Amounts,
'Description of applicable work(e.g. installation,etc.)m,,
OTHER CHARGES $0.00
3. TOTAL FEES.
Total Monthly Service Fees,of$7,608.00 are due upon receipt of the monthly invoice.
Total One-Time Charges of$0.010 due 100% included in the first monthly invoice
4. SERVICE, PERIOD. The initial Service Period of this Service Order shall begin on the date installation is completed and shall
continue for a period of 12 months. Upon expiration of the initial,term,this Service Order shall automatically renew for successive
one-month terms("Renewal'Period")and Charter may then apply Charter's then-current Monthly Service Fee upon thirty(30)days'
advance notice (such notice is typically provided within Customer's monthly invoice). During any month-to,-month Renewal Period
either party may terminate this Service Order by giving thirty(3 days prior written notice to the other party before the expiration of
the current Renewal)Period'.
5. VIDEO CAP SPECIAL PROVISION. The initial Monthly Service Fees shall remain in effect for the first 1,2-months of this
Agreement. Thereafter,Charter may increase,subject to Section 3.(a)of the Commercial Terms of Service under,the
Agreement,the Monthly Service Fees from time to tune upon thirty(30)days' prior written notice to Customer. Increases
shall not occur more freq�uent,ly than once per 12-month period.
6. SPECIAL FUNDING TERMINATION PROVISION. In the event Customer terminates this Service Order due to loss of government
funding,then, Charter will waive the applicable Termination Charges,so long as(i). Customer provides Charter not less than sixty
(60)days prior written notice offering reasonable proof of loss of funding,and(ii)Customer, in good faith, took all applicable steps
to obtain such funding,and (iii)Customer pays Charter all accumulated fees,for Services rendered and or any applicable
installation,construction costs etc.owed to Charter up to the date of termination.
Customer initial: CONFIDE NTIAL, 006000000OAbR,76 Page 2 of 1,6
7. NO UNTRUE STATEMENTS. Customer further represents and warrants to Charter that neither this Service Order, nor any other
information, including without limitation, any schedules or drawings furnished to Charter contains any untrue or incorrect statement
of material fact or omits or fails to state a material fact.
8. CONFIDENTIALITY Customer hereby agrees to keep confidential and not to disclose directly or indirectly to any third party, the
terms of this Agreement and Service Order or any other related Service Orders, except as may be required by law. If any
unauthorized disclosure is made by Customer and/or its agent or representative, Charter shall be entitled to, among other
damages arising from such unauthorized disclosure, injunctive relief and a penalty payment in the amount of the total One -Time
Charges associated with this Service Order, and Charter shall have the option of terminating this Service Order, other related
Service Orders and/or the Service Agreement.
FACSIMILE/E-MAIL A copy sent via fax machine or scanned and e-mailed of a duly executed Agreement and Service Order
signed by both authorized parties shall be considered evidence of a valid order and Charter and Customer may rely on such
facsimile or E-mail copy of the Agreement and Service Order as if it were the original.
NOW THEREFORE, Charter and Customer agree to the terms and conditions included within this Service Agreement, including the
Standard Terms of Service which follow, and hereby execute this Service Agreement by their duly authorized representatives. The
Effective Date is the latest date set forth with the signatures below.
Marcus Cable Associates, L.L.C.
By: Charter Communications, Inc., Its Manager
Signature:
Printed Name:
Title:
<7(Date): ,— 4.:
//).
Gail Kodona
irector
Charter Sales Representative:
Name: Dessiree Holt
Telephone: 626-430-3328
COMMERCIAL TERMS OF SERVICE
1. AGREEMENT TERM.This Agreement shall terminate
upon the lawful termination of the final existing Service
Order entered into under this Agreement.
2. SERVICE. Charter shall provide the Services during the
Service Period to Customer at the site(s) identified in the
Service Order(s). "Service Period" is the time period
starting on the date the Services are functional in all
material respects and available for use (the "Turn -up
Date"), and continuing for the number of months specified
in the Service Order(s).
3. STANDARD PAYMENT TERMS. Customer shall pay
fees and charges for the Services in the amount specified
on the Service Order in accordance with this Agreement.
A one-time charge ("OTC") is a nonrecurring fee for
construction, Service installation charge(s), repair,
replacement, or any other nonrecurring costs or charges.
"Equipment" means the components (e.g., any gateway or
edge electronic device, node, router, switch,
communications lines/cables, etc.) that make up the
Network. "Network" means all of the physical elements
necessary to provide the Services.
(a) Charges Customer shall pay all charges associate
the Service(s), as set forth or referenced in the
Service Order(s) or invoiced by Charter in acco
the terms hereunder These charges may Inc
not limited to a monthly service fee ("MSF"),
* Customer Initial:
City of Fort Worth
•
Signature:
Printed Name: 4.5'v a art A Icztn t'
Title: /hsits '4 h..f C.4ey
(Date): 3 La
7(0 SIO
r:4 -- — s . w •-`_ - -3 •ri^-:Ej AT,.-•1=s,.r.c =- a-rr ---i•1
(b)
..3PR VED AS T ?O ;; M ' LEGALITY:
fees for construction, installation, repair, replacement or
other one-time charges ("OTC"), usage charges such as,
pay -per -view charges, and applicable federal state, and
local taxes, fees, surcharges and recoupments (however
designated), MSFs shall be subject to increases
attributable to programming, license, copyright,
retransmission and/or other similar costs imposed upon
Charter, Charter shall provide not less than thirty (30) days
prior notice to Customer of any MSF change.
Taxes. Surcharges. and Fees and Fees. Customer shall
pay any sales, use, property, excise, or other taxes,
franchise fees, and governmental charges (excluding
income taxes) arising under this Agreement, in addition to
any surcharges that may be imposed as may be permitted
under and consistent with applicable law. A copy of
Customer's tax exemption document, if applicable, must
be provided to Charter to certify tax-exempt status. Tax-
exempt status shall not relieve Customer of its obligation
to pay any applicable franchise fees. Charter reserves the
right from time -to -time to change the surcharges for
Services under this Agreement to reflect the charges or
payment obligations imposed on Charter which Charter is
permitted or required under applicable law to pass through
to Customer (e.g., Universal Service Fund ("USF")
.charges, franchise fees, etc.), provided, however, that
arter shall provide Customer with reasonable advance
ice prior to changing any surcharges.
Page 3 of 16
. . Ma I I 1St 114 MaileallbMiirS
(c) ChaMe Beguests,., Any charges associated with Service the Services under this Agreement shall, otherwise
and Equipment installations, changes, or additions remain unchanged.
requested by Cuistolmer subsequent to,executing a Service 4. SERVICE LOCATION ACCESS,AND INSTALLATION.
Order for the applicable site are! the sole financial
responsibillity of Customer. Charter shall notify Customer,, (a) Access. Charter will, requiiire reasonable access to each,
in writing, of any additional OTCs and/or adjustments to, service location listed on a Service Order ("Service
MSFs associated with or applicable to such Customer Location"') as necessary for Charter to review, install,,
change requests prior to making any such additions or inspect, maintain or repair any Equipment or Materials
modifications. Customer's failure to accept such additional necessary to provide the Services. If Customer owns or
charges within three days of receiving such not,i,ce shall be controls the Service Location(s), Customer grants Charter
deemed a rejection by Customer,and Charter shall not be permission to enter the Service Location(s) for the
liable to perform any work giving rise to such charges., For exercise of such, right. If'a Service Location is, not owned
accepted charges, Customer shall be assessed such and/or controlled by Customer, Customer will obtain, with
additional OT'Cs and/or adjustments of the M'SFs either(i) Charter's assistance, appropriate! right of access. If such
in advance of implementation of the change request or (ii) right of access for Charter is not obtained by either party,
beg,inning on Customer's next and/or subsequent then Charters obligations with respect to such Service
involice(s),. Location shall be considered null and void.
(b) Installation Review
(d) Site Visits and If Customer's misuse, abuse o�r � Subseguent Interference. Charter may
modification of the Services, Equipment or Network results perform an installation review of each Service Location
in a vis,it to the Customer site for inspection, correction or prior to installation of the Services. Upon request,
repair,, Charter may charge Customer a reasonable site Custornier shall provide Charter with accurate site and/or
visit fee as well as charges for any resulting Equipment or physical network diagrams or maps of a Service Location,
Network repair or replacement,which,may be necessary. including electrical and other utility service maps, prior to
the installation review. If Charter determines, that sa,fe
(e) Invoicing Errors. Customer must provide written notice to; iinstallatioln and/or activation of one or more of the
Charter of any invoice errors,or d�ispluted charges within 30 Services will have negative consequences to, Charter's
days of the invoice date on which the errors and/or personnel or Network or cause technical diffi�cultie�s, to
diiisput,e:d charges appear for Customer to receive any Charter or its customers, Charter may terminate the
credit that may be due., Customer must have and present Service Order effective upon written notice to Customer or
a reasonable blasis,for disputing any amount charged. may require Customer to, correct the situation before
proceedling with installation or activation of the Services.
(f) Late Fees. Undisputed amounts, nolt plaid withiiin 3�O days,of If durinig, a Service Per�iod, or any renewal thereof, (i)
the invoice date shall be past d'ue,and subject to a late fee proper operation of Equ�ipiment or provision of a Service is
of not more than 1.5% per month or the maximum amount no longer unhindered or ploisis,iblie as, a result of
perm,itted by law,whichever is less. interference or obstruction due to, any cause olthier than
(g), Non-payment., If Services are suspended due to late Charter or (ii) such interference/obstructioln or, its cause
payment, Charter may require that Customer pay all past may endanger, hinder, harm or injure Charter's personnel
or Network and/or cause technical difficulties to Charter or
due charges, a reconnect fee, and one or more MSF's in its,customers, Charter may terminate the affected Service
advance before reconnecting Services., Order(s)without liability upon written notice to Customer.
(h) Collection Fees. Charter may charge, a reasonable (c) Site Preparation. Customer shall be responsible for
service fee for all, returned checks and bank card, credit necessary preparations at its l,ocation,(s) for delivery and
card or other charge card, ch:arge-backs. Customer shall in�stal�lation of Equipment and the installation and ongoing
be responsible for all expenses, inlclud,ing, to the extent provision of Services,, including the relocation of
I Customer's equipment, furniture and furnishings, as
not prohibited bly applicable law reasonable attorney fees
and collection costs, incurred by Charter in collectilng any necessary to access the Equipment or Services. Upon
unpaid amounts due under this Agreement. request, Customer shall provide any available electrical,
utility service,and/or general physical network diagrams,or
(i) Bundled PriciM. If Customer has selected a Charter maps prio:r to in,s,ta,llation or maintenance work to be
Business Bunidile ("CBB") specifically, the following undertaken by Charter.
condlitions shall apply: (d) Installation. Charter will schedule one or more installation
i. In consideration, for Customer's, purchase of all Visits with Customer. Customer"s authorized
Services in the CBB and only with respect to that representatlive must be present during, installation. If
period of time during which Customer continues to, during the course! of installation Charter determines
purchase such CBB, Charter shall appily a di�scolunit additional work is necessary to enable Charter to deliiver
to the Services ordered under the appilicable the Services to the Service Location, Charter will, notify
Service Ord,er(s). Such discount has been applied Customer of any additional OTCs. If Customer does not
to the Services included in Charter s bundled agree to pay such, OTCs by executing a revised Service
pricing offer and is reflected in the MSF for such Order within, five business days of receiving the same,
Services. Customer and Charter shall, each have the right to
ii. Upon disco n:ti nuation or termination by Customer of terminate the applicablie Se�rvic,e Order. Customer shall
any component of a, Slervice of the applicable CBB, connect Customer's comipute�r or network to applicable
the pricing for the relmain�ing Services shall revert to Charter-provided Equipment to enable access to the
Charter's a la carte! pricing for such Services in Services. Charter shall be respoinsibile for reasona�ble
effect at the time. Termination liability apipl,icable to
Customer,Initial- CONFIDENTIAL:006000000OAbR'7G Page 4 of ll 6
restoration efforts necessary to address,any d�ispliacemien�t become,a fixture to the Premises,and'must be reiturned to
result�ing from excavation. Charter at any time Services are disconnected in the
(e) Ongoing_Visits. Charter will need periodic access for condition, in which they were received, subject to ord�inary
wear and te�ar. Customer will not sell�, lease, assign nor
inspection, operation and maintenance of the Network. encumber any Equipment. Customer shall not obtain or
Except in emergency situations, Charter will obtain acquire title tof interest or right (including intellectual
approval from, Customer,(notto be unreasonably withheld property rights,) in the Serv�ice o�r Equipment other than to
or dela�ye�d) before entering Customer Premises., At
the limited, extent of use rights expressly granited under
Charter's request, Customer, or a represientative thlis Agreement.
designated by Customer, will accompany Charter"s,
employees or agents into any unoccupied unit for any (d) Egulipment Return, Retrieval, Repair and Replacement.
purpose relating to the Equipment. Immediately upon, termination of thiis Agreement and�/o�r
5. EQUIPMENT'AND MATERIALS. Service Order(s) ("Termination"), at the discretion of
Charter,, Customer, shall return, or all�ow Charter to
I
(a), Resp ibilities and Saf retriev�e, the Equipment supplied by Charter to Customer.
pgua.rds. Except as otherwise Failure, of Customer to return, or allow Charter to retrieve
provided in this Agreement or any Service Order(s)p I
neith�er party shall be respionisilbile 'for the maintenance or Equipment, within 110 days after Services are, terminated
repair of cablel electronics, struictur�es, Equipment or will result in a charge to Customer's account equal, to the
materials, owned by the other party; provided, ver, retail cost of replacement of the unreturned Equipment.
that subject to the indemnification limitations set forth in Customer shall pay for the repair or replacement of any
this Agreement, each party s,hal�l be responsible to the damaged Equipment, except,such repairs or replacements
other for any physical damage or,harm such party causes as may be, necessary due to normal and ordinary wear
to the other party's personal or real property through the and tear, or material/workmanshipi defects or due! to, the
damage--causing party's,negligence or willful misconduct. occurrence of a Force Majeure Event, together with any
Customer shall.- costs incurred by Charter in obtaining or attempting to
i. Safeguard Equipment against others; regain possession of such Equipment, including, to the
extent not prohibited by applicable law reasonable
ii. Not add other equipment nor,move, modify, disturb, attorney,fees.
alter,' remove, nor otherwise tamper with, any 6. ADMINISTRATIVE WEB SITE. Charter may, at its sole
portion of the Equipment-, option) make one or more administrative web sites
iii. Not hire nor knowingly pe�rm�it anyone other than available to Customer in connection with Customer's use
personnel' authoirized by Charter acting in thei'r of the, Services (each an "'Adm�inistratlive Web Site").
official capacity,to perform any w,ork on Equipment; Charter may furni:sh Customer with one or moire user
and identifications and/or passwords for use on the
Administrative Web Site. Customer shall be responsible
iv. Not move nor relocate Equipment to another for the confidentiality and use of'such user identifications
location or use it at an address other than the and/or passwords and shall, immediately notify Charter if
Service location without the prior written consent of there has been, an, un�aut,ho�rize!d release, use oir other
Charter. compromise of any user identification or password. In
Any unauthorized connection or other tampering with the addition, Customer agrees that its authorized users shall
Services, or Equipment shall be cause foir immediate keep confidential and not distribute any information or,
SUspension of Services,, termination of th�is Agreement other materials made available by the Administrative Web
and/'or legal action,and Charter shaill be enti'tled to recover Site.Customer shall be solely responsible for all use of the
damages, including the value of' any Services and/or Administrative Web Site,and Charter shall only be entitled
Equipment obtained in violation of this Agreement in to, rely on all Customer uses of and submission to the
addition to reasonable collection costs including, to the Administrative Web Slite as, authorized by Customer
extent not prohibited by apipl�ica,ble law reasonable unless Customer has, notified Charter of' an
attorney, fees. Should any antenna, or signal amplification unauthorized release, use or other compromise of any,
"dentificaflon or password., Charter shall not be
system for use in connection with c,ommiunication user 1
eq�uip�ment hereafter be instal�l�ed on the Prem,ise�s, wh�ich, liable for any loss, cost, expense of other liability arising
interferes,with the Services, Charter shall not be obligated out of any Customer use of'the Administrative Web Site�,
to distribute a signal to the Premises better than 'the Charter, may change or discontinue the Administrative
h,igh,est, quality which ca,n, be furniished, without addii,ti,onal Web Site, or Customer's right to use the Administrative
cost to Charter as a result of such interference, until such Web Site, at any time. Additional terms and, policies may
time as the interference is eliminated. apply to Cuis,tomier's use of the, Administrative Web Sli�te.
These terms and policies will be posted on the site�.
(b) Customer, Securi,ly
Responsibilities. Customer shall be, 7. VIDEO, M�USIC AND CONTENT SERVICE. Th�is Vid�e�o,
responsible for the implementaltion of re!as,oniab:le sleourity Mus,ic and Content Service Section shall only apply if
measures and procedures with respect to use of and Video, Music and Content Services are included in a,
access to the Service and/or Equipment. Charter may Service Orde�r under thiis, Agreement- however, continued
suspend the Services upon learning of a breach of
security and will attempt to contact Customer in advance,1 use or reception of the Video Services is subject to the
if practicable,. provisions of this Agreement..
(a) Music R hts Fees,. Customer is responsible for and must
(c) Owners!2j2. Notwithstanding any other provis,ion jg�
contained in this Agreement to the contrary,all Eq�u�ipment secure any music rights and/or pay applicable fees
and materials installed or provi�ded by Charter are and required by the American Society of Composers, Authors
shall always remain the property of Charter, shall not & Publishers (ASCAP), Broadcast MUSi,G,, Inc. (13MI) a�nid
Customer Initial: CONFIDENTIAL*00600000101OAbR'7G Page 5 of 16
SESAC, Inc. (SESAC),or the�ir respective successors, and: whether authorized or unauthorized, caused by use of
any other entity, person or governmental authority from Customer's computers, service locations,, facilities, or
which a license is necessary or appropriate relating! to account using the Internet Services.
Customer's transmiss,ion, retransirnission, commulnication, (bi) Internet Service Speeds. Charter shall use commercially
distribution, performance or other use of the Services. reasonable efforts to achieve the Internet speed selected
(b) Premium a,nd PgyzPer-View. Customer may not-(i)exhibit by Customer on the Service Order, however, actual
any premium Services such as HBO or Showtime in any Internet speeds may vary. Many factors affect speed
public or common area; (ii),order or request Pay-Per-View including, without limitation, the number of workstations
(PPV) p,rolg�ramming for receipt,, exhibition or taping in a usi,ng a single connection.
commercial establishment; or (iii) exhibit nor assist in the (c) Electronic Addresses,. All e-mail addresses, e-ma,il
exhibition of PPV programm,in�g in a commercial account names, and IP addresses ("Electronic
establishment u,nl�ess, explicitly authorized to do so by Addresses") provided by Charter are the property of
agreement with 1,an authorized program provider and: Charter., [Custo�m�er may not, alter, modify, sell, lease,
subject to Charters prior written consent. assign, encumber or otherwise tamper with the Electronic
(c) HID Formatted P,rogramm�,,ing., If Customer has selected Addresses]
H�igh Definition ("HID") formatted programming, Customer
is responsible for provis,ion, installation and maintenance (d) Changes of Address. Charte�r may change addressing
of the receiving equipment and/or falicilities necessary for schemes, including e-mail and IP addresses.
ilts reception and display. Any failure of Customer to fulfill (e) No Liability for Risks of Internet Use. The Service,
the foregoing obligation shall not relieve Customer of its Charter's network and the Internet are not secure, and
obligation to pay the ap�pili,cable MSF's or OTCs for,the HID others may access or monitor traffic.,
formatted programming. (f) No Liability for Purchases., Customer shall be so�lel�y liable
(di) Provision of Servi'ce�. Without notice, Charter may and respionsi�ble for all fees or charges for online services,
preempt, rearrange, delete, add, discontinue,, modify or prod ucts or information. Charter shall have no
otherwise chan�ge any or all of the advertised responsibility to resolve,d�isputes with ot,he�r vendors.
p,rogiramming comprising, packaging of, line-up, applicable (g) Blockin and Filter Customer assumes all
to,and/or distribution of its Video Services,.
respion�si�bli,lity for piro�vi'd,ing and, configuring any"firewall"or
(e) Restrictions. Customer shall not and shall not authorize or security measures for use with the Service. Except to the
knowing�ly p,ermi�t any other person to (i')copy, record, dub, extent Customer subscribes, to security services set
duplicate, al:ter, make or manufacture any recordings or forth in the Supplemental Services Section, Charter shall
other reproductions of the Services (or any part thereof);, not be responsible i'n any manner for the effectiveness of
or (il�i) transmit the Services by any television or radio these blocking and filtering tech no log,i�es. Charter does not
broadcast or, by any other means or use the Services warrant tha,t, others will be unable to gain access to
outside the Service Location. Customer acknowledges Customer's computer(s) and/'or data even if Customer
that such dupliGation,, reproduction or transmission may utilizes blocking and fi�l�tering technologies,1 nor does
subject Customer to criminal penalties and/or civil li�ab,il�ity Charter warrant that the data or files will be free from
and damages,under applicable copyright and/or trademark computer viruses or other harmful components. Charter
laws.With respect to the music programming comprising a has no responsibility and assumes no liability for such acts
portion of the Services, Customer shall not, and s,hal�l not or occurrencies.
authorize or knowingly permit any other person to, do any (h) Acceptable Use Polic, Customer shall comply, with the
of the following unless Customer has obtained a then- terms of Charter's Acceptable Use Policy(All '),found at
current music license permitting such activity- (i),charge a wwwcharter-business.com, (or the ap�plicable successor
cover charge or admission fee to any Service Location(s) URQ and that policy is incorporated by reference into this
at the time the Services are being performed or are to be Agreement. Customer represents and warrants, that
performed; (ii) knowingly, permit danc,inig�, skating or other Customer has, re�ad the AUP and: shall be bound by its
similar forms of entertainment or physical activity in terms as they may be amended, revised, replaced,
coinju,nction with the performance of the Services; or (iii) supplemented or otherwise changed from time-to-time by
insert any commercial announcements,into the Services or Charter with or without notice to Customer. Charter may
interrupt any performance of the Services for the making suspend Service immediately for any violation of the
of any commercial announcements. Charter AUP�. In the event a modification of the AUP has
8. INTERNET ACCESS SERVICE. This Internet Access an adverse and material effect on Customer's use of
Service Section shall on�ly apply if Internet Access Service(s), Customer shall notify Charter in writing of'suc�h
Services are included in a Service Order under this effect a�nd if Charter does not resolve the issue within thirty
Agreement; however, continued use of' the Internet (310) days of receipt of such notice, then Customer may
Service shall be subject to the provis,ions of this terminate the affected Service(s) without, liability upon
Agreement., thirty(30)dayswriften notice to Charter.
(a) Customer shall (i) maintain certain minimum equipment 9. SUPPLEMENTAL SERVICES, The following Subsections
and software to receive the Service (see www.charter- shall only apply in the event the referenced supplemental
business.com (or the applicable successor URL) for the service has been selected by and are being delivered to
curren�t specificati�o,ns); (ii)ensure that any person who has Customer. The supplemental services (also "Services 11)
access to the Internet Services, through Customer's, may be made up of software and hardware components.
computer(s), Service L,oicat,ioni, facilities or account shall Charter shall ensure the! supplemental services are
comply with the terms of this Agreement, (iii) be operational and updated from time-to-time based on
responsible for all charges incurred and all coniduct, manufacturer-sent updates. Except to the limited extent
Customer�Initial:: CONFIDENTIAL:010160101010000AbR7GI Page 6 of 16
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:11�
described in the foregoing sentence, Charter makes no Customer's,Hosting account exceeds the applicable
warranties of any kind (express or implied) regarding the specifications, or is adversely impacting Charter's
supplemental services and hereby disclaims any and all network or server(s), Charter may (i) contact
warranties pertaining, thereto (including imp�lied warranties Customer to res,oilve the issues; or (0) if Customer
of title, noninfringle,m�ent, merchantability,, and fitness for a has exceeded the then-applicable sple�cificatioln�s in
particular purp�ose)i. Charter does, not have title to and is any given month, upgrade account on the next
not the manufacturer of any software or hardware available billing cycle to the next serv�ice level tier or
components of the supplemental services nor is Chart'er suspend,or of term�inliate the Hosting Service.
the supplier of any components, of such software or, Notwithstanding anything, to, the con,tra,ry, if
hardware. Customer shall return or destroy, al:l software Customer's use of the Hosting Service is causing
components provided to Customer upon the t,e�rm,inatilon of an adverse impact on: Charter's network or servers,
the applicable Service Order, and in the case of the Charter may suspend or terminate the Hosting
destruction thereof,, shall, upon request, provide Charter Service without notice.
with certification that such components have been
dest,royed.IN NO EVENT SHALL CHARTER BE LIABLE iv. Limitation of C,harter-pro,vided Services. Certain
FOR ANY DAMAGES ARISING FROM THE services are not provided by Charter as part of the
PERFORMANCE OR NONPERFORMANCE OF ANY Hosting Service (e.g., Charter does not,provide nor
SUPPLEMENTAL SERVICES., offer webplage creation, development,1 design or
(a) . This Hosting Service subsection shall only apply content se�rvice�s),.
if one of Charter"s Hosting Services ("Hols,ting"') is included v. Hosting Fees. The applicable Service Order sets,
as part of the Service in a Service Order under this forth the MSFs for the Hosting Service. Customer is
Agreement., Charter will provide to Customer Hosting responsible for payment whether or not the hosting
Service in accordance with the specifications associated platform is used and whether or not it functions
with the plan Customer has sellected on the Service,Ordier. properly, unless such failure is caused by Charter.
i. Hosting Software. The Hosting Service will permit vi. Content Liability and Use Restrictions., Charter
access to a variety of resources available from exercises no contro,l over the content of the
selected third parties, including developer tools, inlifo�rm,ati,on passing, through Customer 1,s site(s) and
communication forums and p�roduct information it is Customer's sole responsibility to ensure that
(collectively, ",Hostinq Software'"). The Hosting Customer and Customer's, users use of the Hosting
Software, including any updates, enhancements, Service complies at all times with a�lil applicable
new features,, and/or the addition of any new W'elb laws and regu�lations and the AUP. Charter shall,
properties, may be subject to and Customer shall have the right to disclose any and all available
comply with appllicable product use rights/end user information collected from Customer to law
license agreements between such third parties, and, enforcement, authorities upon written request by
Customer. Without abrogating or limiting anything such authorities. Information that may be disclosed
set forth in the Sections: Internet Access Service, includes IP addresses, account, hiis,to�ry, and files
this Section, No Third-Party Support,Customer Use stored on servers used, to provide the Hosting
or Performance, Charter (not the manufacturer) Service. If Customer engages in any of the
shall provide technical support for Hosting Service, fol�lowinig, prohibited ac,tivit,ies, Charter shall have
but version changes of any such software the right to suspend or terminate the Hosting
compatibility and/or suitability with any other Services and/or this Agreement:
Customer provided software shall be Customer's 1. The hosting of unlicensed software.
resploinsi,blili,ty. Customer hereby consents to the
disclosure to the provider of Third Party Software, 2. Use of software or files that contain computer
of Customer's name and any other necessary viruses or files that may harm user's
information for the limited purpose of licensing computerst
rights. Customer shall not use Hosting Service for
o�r in connection with any h�i,gih risk use or activity 3. Any attempt or actual unauthorized, access by
such as aircraft or other modes of human mass Customer or through Customer I s equipment to
transportation, nuclear', or chemical facilities, or any Charter website or the website of any
Class III medical devices under, the Federal Food, Charter custome�r".
Drug, and Cosmetic Act. COPYING, OR 4. The coillection or any attempt to collect
REPRODUCTION OF THE HOSTING SOFTWARE personally identifiable information of any
TO ANY OTHER SERVER OR LOCATION FOR person or entity without his, her or its express
FURTHER REPRODUCTION OR written consent. Customer shal�l maintain
REDISTRIBUTION IS EXPRESSLY PROHIBITED, records olf any such written co�n�sent throughlout
UNLESS APPROVED IN WRITING BY CHARTER. the term of this Agreement and for three years
ii. Domain Names. Customer shall be solely thereafter;,
responsible for registering for or renewing a de�s,ired 5. Any action or inaction which is, harmful or
domain name. Charter does not guarantee, that potentially harmful to the Charter server
Customer,will be abile!to register or renew a desired structure',
domain name.
iii. Specification Limitations. Individual websi�tes may 6. Runn I ing a blan�nier exchange, free adult
not at any time exceed the Hosting specifications thumbnail gallery post and/or free adult image
identified on the appilicab,le Service Order. If gal,l,eri:es on your website;]or,
Custorner Initial-, CONFIDENTIAL:006000000OAbR7G Pagle 7 of 16
7. Inclusion of sites with mate!rial, links, or RESPONSIBILITY TO CREATE AND RETAIN THE CB
resources for hacking, ph�reaking, viruses, or BACK-UP PASSWORD THAT IS NECESSARY FOR
any type of site that promotes or piartic,ipa�t,es in ACCESS TO ANY DATA STORED VIA THE CB BACK-
willful harm to Internet sites, users or providers. UP SERVICE AND (2) CHARTER HAS NO ACCESS TO
viii. Impositions on Customer?s End Users, Customer is AND DOES NOT' KNOW NOR KEEP! ANY RECORD OF
responsible for charging, and collecting frorn its end THE PASSWORD CREATED BY CUSTOMER. FAILURE
users any and all applicable taxes. If Customer fails BY CUSTOMER TO RETAIN CUSTOMER'S CB BACK-
to impose and/or collect any tax from its end users UP PASSWORD SHALL RESULT IN COMPLETE LOSS
then, as between, Charter and Customer, Customer OF ACCEISSABILITY TO DATA STORED VIA CB BACK-
shall be liable for such uncollected tax and any UP.
interest and penalty assessed thereon with respect 110. DATA NETWORKING (alka "DATA, TRANSPORT").,
to, t,hie uncollected tax. Customer shall indemnify Charter will provide Data Networking Services for
and hollid the Charter Indemnified Parties (defined Customer locations connected over coaxial and/or fiber-
below) harmless for any costs incurred or taxes or optic cabile. Connectivity is established between two or,
fees paid due to actions taken by the applicable more, customer end-,po�ints under a unique customer
taxiinigi authority to collect any such tax form Charter topology. Charter wilil install the coaxial or fiber-optic cable
due to Customer's fai:lure to comply with this into each Customer s,ite as, listed in the Service Order(s).
Section. Charter wi�ll also supply an edge device at each site that
(b) CB Security Service — DeskLopi and Managed. Charter's will be capabile of receiv�in�g the Service as specified in the
managed security service, CB, Managed Security, and Service Order(s).
desktop security service, CB Desktop, Security i.Charter will terminate fiber-optic cable on a patch panel or;
(collectively�, "CB Securily Service") are each made up of provide a coaxial outlet at an agreed upon minimum
software and hardware components. Charter shall ensure point of penetration (MPOP) up to 50 feet within each
that the se�lected CB Security Service(s,);islare operational facility(unless otherwise specified in the Service Order).
and updated from time-to-time based on manufacturer- If the hand-off point of the Data Networking Service, at
sent updates. Charter is not the manufacturer of any Customer's premise exceeds this distance, Customer
software or hardware components, of either Charter may be responsible for any additional costs for internal
Business Security Service nor is Charter the suippliier of wiring,
any components of such software or hardware. ii.Customer will make availiable to Charter a build:ing ground
(c), CB Back-Up Service. For Charter's data storage service connection at each location, 'that meets current electrical
I
("CB Back-gp,"),, Customer shall be assessed applicab�le codes, for the placement of a fiber-optic patch panel
0T1Cs and MSFs which shall be based upon Customer"s and/or coaxial outlet. Unless otherwise specified in the
selection of version retention quantity and storage tier applicable Service Order, it is recommended that
(e.g.,five gigabits).The version retention quantity selected Customer provide a separate 20 Amp 11 OV AC circuit
specifies the maximum number of separate ve�rsionis of a for the edge electronics, wh:ich is powered by a UPS
document that will be retained (running in sequential order system,. Customer-suppliled routing will be necessary for
based on, the last version created�). Foir example, if commun,ication between each Service Location.
Customer has selected ii seven" as the version retention iii.If Customer has selected "Monitoring," for a Service,
quantity,, Customer will be able to access the last seven Charter shall monitor the Services, 24 hours a day,
versions of a particular document. In addition to OTCs and seven days a week. Customer shall, contact the Charter
MSFs, monthly storage overage fees shall apply each Business Network Operations Center at 11-866-603-3199
month Customer exceeds the respective, subscribed or subsequent number to report Data Networking,
storage level. Additiona,l OTCs, and MSFs also apply to Service problems. Additional fees may apply for
Customer-requested media and/or profess,iona,l services. Monitoring over coaxial cable!.
Charter is not the manufacturer or supplier of any CB Ili. NO TH,IRD-PARTY HARDWARE OR SOFTWARE
Back-Up software components. Customer shall be SUPPORT. Customer is responsible for the installation,
responsible for updating CB, Back-Up from time-to-time repair and, use of Customer-supplied third-party hardware
based on updates provided by the software manufacturer, anid/or software. For purposes of this Agreement the
and any failure of Customer to, perform such updates shall Hosting Software shall be considered third party software.
re�lieve Charter from any responsibility to, ensure that CB Charter does not support thi,rd-party hardware or software
Back-Up remains operational. supplied by Customer. Any questions concerning third-
If the functionality of CB Back-Up,cannot be maintained by party hardware or software should be directed to the
Charter, Charter shall have the right to discontinue provider of that product. Charter assumes, no liabil�ity or
providing the Service immediately and Charter shall credit responsibi,lity for the installation, mainte�nance�,
Customer's account for any pre-paid MSFs attributable to compatibility or performance of third party softwaire�, any
the Service, except where such lack of functionality is Customer-su,pplied hardware or software with the
caused by Customer or any end user, gaining access, to Services. If such third-party equipment or software impairs
the Service through Customer's facilities, equipment, or the Services, Customer shall remain liable for payments,
point of' access. Customer shall not be re�lieve!d of its as agreed (if' any) without recourse for credit or prorated
responsibility to cont,inue to pay for CB Back-Up in the refund for the period of impairment. Charter has no
event CB Back-Up does not function properly as, a result responsibility to resolve the difficult,ies caused by such
of Customer's failure to instal�l and configure the software, thi'rd-party equipment or software. If, at Customer's,
activate the service or install manufacturer-provided request, Charter should attempt to reso�lve difficulties
updates. CUSTOMER UNDERSTANDS AND caused by such third-party equipment or software, suchi
ACKNOWLEDGES THAT' (1) IT IS CUSTOMER'S �SOLE
Cu�stomie!r Initial- CONFIDENTIAL,-006000000OAbR7G Page 8 of 16
efforts shall be performed at Charter's discretion and at rights of Charter expressly set forth in thils Agreement and
then-current commercial rates,and terms. any other remedies it may have under applicable law to:
112 CUSTOMER USE,. Customer shall not re-sell or re�- i. Immediately suspend Services to Customer until
distribute access to the Services) or system capacity, or such time as the underlying noncompliance has
any part thereof, in any manner without the express prior been corrected wit'h�olut affecting Customer's on-
written consent of Charter. Customer ,shall not use or goling, obligation to pay Charter any amounts due
knowingly permit third parties to use the Service(s), under this Agreement (e.g., the MSFs,) as if such
including the Equipment and software provided by suspension of Services had not taken place;
Charter, for any illegal purpose, or to achieve
unauthorized access to any computer systems,,, software, 11. Terminate the Services,1 this ►Agreement, or the
data, or other copyright or patent, protected material. applicable Service Oirder(s).
Customer shall not intentionally or knowingly interfere If Termination is due to noncompliance by Customer or is
with other customers' use of the Equipment or Services or elected/done by Customer for convenience, Customer
disrupt the Charter Network, blackbonel, nodes or other must play Charter a Termination charge (a "Termination
Services. Violation of any part of thiis, Section is grounds Char "), which the parties, recognize as liquidated
for immediate Termination of this Agreement and/or all damages. Thiis,Termination Charge shall be equal)to 510%
Service Orders, in addition to any other rights or remedies of the unpaid balance of the MISFs that would have been
Charter may have. due throughout the remainder of the applicable Service
13. PERFORMANCE,., Charter will use commerciallly Period plus 100%, of (1), the outstanding balance of any
reasoinablie efforts, in keeping with normal industry and all OTCs plus(2),any and all previously waived OTCs.
standards to ensure that the Service is available to (d) Default by Charter. Charter shall be in default under this
Customer 24 hours per day, seven days per week. It is Agreement if Charter fails to comply with the terms of this
possible, however, that there wi�ll be interrupt,ioins of Agreement and/or any or all of the applicable Service
Service.The Service may be unlavaillable from time-to-time Order(s)l, and Charter fails to remedy each such
either for scheduled or unscheduled maintenance, noncompliance or occurrence within 301 days, of receipt of
technical difficulties, or for other reasons beyondi Charter's written, notice from Customer describing in reasonable
reasonable control. Temporary service dle!ta,il the nature, scope and extent, of the defaullt or
interruptioins/olutagles, for such reasons, as welll as service noncompliance.,
interruptions/outages caused by Customer, its agents and (e) Customer's Right to Terminate and Termination Char e.
employees, or by a Force Majeure Event, shall not
constitute a failure by Charter to performi, its obligations ii. In the event Customer wishes to terminate a
under this Agreement, and Customer will not hold) Charter Service without cause, Customer shalll be liable for
at fault foir loss of Customer revenue or lost employee the same Termination Charges as described above.
productivity diue to Service outages.
14. DEFAULT; SUSPENSION OF' SERVICE; ii. Customer shall have the right, at its option and in
h
TERMINATION., No express or i mplied waiver by Charter addition to any olter remedies it may have, to
I terminate any applicable Service Oirder(s), if the
of any event of default shall in any way be a waiver of'any underlying event of default and/or noncompliance
further subsequent, event of default. Nothing herein, by Charter is limited to Services provided under the
including Termination, shall relieve Customer of its applicabile Service Order s) or this Agreement,, if
obligation to pay Charter all amounts due. such noncompliance is not so limited, provided that
(a) Default by Customer. Customer s,halll be; in default under Charter;si diligent efforts to correct such breach are
this Agreement if Customer does one or more of the not commenced and pursued within 3O days after
folllowing th�iings (each individually to be considered a Charter 11 s receipt of a written notice from Customer
separate event of defaullt) and Customer fails to correct describing in reasonable detail the nature,, scope
each such noncompliance within 310 days of receipt of and extent of the event of default/noncompliance.
written notice- i
i1ii. If Termination is due to, nio�ncompiliance by Charter,
i. Customer is more than 30, days past due with Charter s,halll reimburse Customer for any pre-paid"
respect to any payment required hereunder; unused MSFs attributable to such terminated
Service Order(s). In addition, if Termination is due
ii. Customer, otherwise has failed to comply with the to noncompliance by Charter within one year of the
terms of' this Agreement or any other Service appllicable Turn-Up Date, Charter shall pay a
Order(s,)incorporated herein. Termination Charge,which the parties recognize as
(b) Termination for Convenience. Notwithstanding any other liqu�idated damages, equal to a portion of any OTC
term or provision in this Agreement, Customer shall have that has already been paid by Customer to Charter
the right to terminate a Service Order,or this Agreement iin relative to Service at the sites covered by the
whole or part, at any time during the Service Period upon terminated Service Order. T'his,Termination Charge
th�irty(30),days prior written notice to Charter, and subject shall be equal to the p�roduct of a,) the number of
to payment of all outstanding amounts,due)any applicable months (including partial months), remaining in the
Termination Charges, and the return of any Charter iinitiall 1i 2 months, of the initial Service! Period at the
Equipment. time of Termination and b) a ratio in which the
numerator is the total of OTCs paid to date and the
(c) Charter's Right to Terminate and Termination Char e. If denominator is 12.
Customer is in default,, Charter shall have the right, at its
option, without prior notice, and in addiction to any other
Customer Initial: CONFIDENTIAL:0060001000OAbR7G Page 9 of 16
Coe
N
15. LIMITATION OF LIABILITY. PL,EASE, READ THIS (c) Damage.i.,loss or Destruction of Software Files and/or
SECTION CAREFULLY, IT CONTAINS DISCLAIMERS Data. Customer uses the Services and Equipment
OF WARRANTIES AND LIIMIITAT'ION'S OF LIABILITY. suppilied by Charter at its sole risk. Charter does not
manufacture the Equipment, and the Services and
(a) Limited Wa,rran At all times during the Service Period, Equipment are provided on an It as is bas,is it without
Charter warrants that it will' use commercially reasonable warranties of any kind. Charter assumes no responsibility
efforts in keepiinig wi�th industry standards to cause the whatsoever for any damage to or loss or destruction of
Services 'to be available to Customer. Charter does not any of Customer 11 s hardware, software, files, data, or
warrant that Serv,ices,will be error free. peripherals which may result from Customer's use of any
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE Servicei., Charter does not war,ranit thiat data or filles sent by
AND IN LIEU, OF ALL EXPRESS AND IMPLIED or to Customer wiill be transmitted in uncoirrupted form or
WARRANTIES WHATSOEVER. within a reasonable period of t,ime.
EXCEPT AS OTHERWISE STATED IN THIS (d) Unauthorized Access. If Customer chooses to run or offer
AGREEMENT, CHARTER MAKES, NO WARRANTIES, access to applications from its, equipment that permits
EXPRESS OR IMPLIED, AS, TO ANY SERVICE AND others to gain access through the Network, Customer
SPECIFICALLY DISCLAIMS ANY AND, ALL IMPLIED must take appropriate security measures. Failing to do so
WARRANTIES, INCLUDING ANY IMPLIED, may cause irnmediate termination of Customer's Service
WARRANTIES OF 'MERCHANTABILITY, FITNESS FOR by Charter without liability for Charter. Charter is not
A PARTICULAR PURPOSE, TITLE OR NOW responsible for and as,s,umies no, liability for any damages
INFRINGEMENT OF THIRD PARTY RIGHTS. resulting from the use of such,applications, and Customer
WITHOUT LIMITING ANY EXPRESS PROVISIONS OF shall,I to the extent not prohibited by applicable law, ho,ld
THIS, AGREEMENT, NEITHER PARTY SHALL BE harmless and' i�nd'emnify the Charter Indem�nified Parties
from and against any claims, losses, or damages arising
LIABLE TO THE OTHER FOR ANY INDIRECT, from such use,. Charter is not responsible and'assumes no
CONSEQUENTIAL, EXEMPLARY, SPECIAL, liabi�lity for losses, claims, damages,, expenses, liability, or
INCIDENTAL RELIANCE OR PUNITIVE DAMAGES costs, resulting from others accessing Custorner,s
(INCLUDING LOST BUSINESS, REVENUE,, PROFITS,, computers, its internal network and/or the Network through
OR GOODWILL)ARISING IN CONNECTION WITH THIS Customer 11 s eq:uipment.
AGREEMENT OR THE PROVISION OF SERVICES,
INCLUDING ANY SERVICE IMPLEMENTATION DELAYS (e) Force Maieure Event. Neither Party shalil be lia,b:le to the
AND/OR FAILURES,, UNDER ANY THEORY OF TORT, other for any delay, inconven,ience, loss,, liability or
CONTRACT, WARRANTYi STRICT LIABILITY OR damiag,e resulting from any failure oir interruption of
NEGLIGENCE,! EVEN IF THE PARTY HAS BEEN Services, directly or indirectly caused by circumstances
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE beyond such party's control', including but not limited to
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING, denial of use of poles or other facilities of a utility
LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS company, labor disputes,,acts of war or teirroirism,crilminial�,
AND CLAIMS, INCLUDING BREACH OF CONTRACT, illegal or unlawful acts, natural causes, mechanical or
BREACH OF WARRANTY, NEGLIGENCE, STRICT power failures, or any order, law or ordinance in any way
LIABILITY,, MISREPRESENTATION AND, OTHER restricting, the operat,ion of the Services. Changes in
TORTS. economic, business or competitive condition shall not be
Any warranty claim, by Customer must be made wilthlin 30 considered a Force Majeure Event,.
days after the applicabile Services have been performed. 16. INDEMNIFICATION. In addition to its specific,
Charter's sole obligation and Customer's sole remedyi indemnification respon!sibill'itiles set forth elsewhere in this
with respect to,any breach of the limited warranty set forth Agreement and to the extent not prohibited by applicable
herein, shall be a prorated refund of the fees paid by law, Customer at its own expense,,shall inderinnify, defend
Customer biased on the period of time when the, Services and hold harmless Charter and its, directors,, employees,
are out of compiliance with this limited warranty provision. representatives, officers and agents, (the "Indemnified
(b) Content.. Any cointenit that Customer may access or Parties") against any and all' claims,, liabilities, lawsuits,
damages,, l�oisseis,, judgments, costs, fees and expenses
transmit, through any Service is provided by independent incurred by Charter Indemnified, Parties, including, to the
content providers, over wh,ich Charter does not eixercilse, extent not prohibited by applicable law, reasonable
and d'i'sclaims any control. Charter neither prev,iews attorney fees and Court costs incurred, by Charter
content nor, exercises editorial control; does not endorse Indemnified Parties under this Agreement, to the full
,any opinionis or information accessed through any Service; extent that such arise from Customer's misrepresentation
and assumes no r,espionsibillity for content. Charter with regard to, or nioin!compli:ance with, the terms of this
specifically disclaims,any responsibility for the accuracy or Agreement and any or al�l Service Orders, Customer 11 s
quality of the information obtained using the!Servi�ce. Such, failure to comply with applicable law, anid/oir Customer"s
content or programs may include programs, or con�tenit of negl'igence or willful misconduct, Charter Indemnified
an infringing, abusive, profane or sexua,lly offensive Parties shall have the right but not the obligation to
nature. Customer and its authorized users accessing other piartic,ipate in, the defense of the claim at Customer's cost
parties' content through Customer's facilities, do so at and Customer shall cooperate with! Charter Indemnified
Customer's own risk, and Charter assumes no liability Parties in such case.
whatsoever for any claims,losses,actions,damages,suits
or proceedi'ngs arising out of'or otherw,ise relating to such Charter agrees, at its own expense, to indemnify, defend
content. and hold harmless Customer and its affiliaties, directors,
employees, riepires,entatives, officers and agents, (the
"Customer Indemnified Parties,") against any and all
Customer Initial'. CONFIDENTIAL:0061000000OAbR7G Page 1:0 of 16
.......... iiiiiiii MAN i ,7
claims, liabilities, lawsuits, direct damages, losses, will be subject to the terms,of this,Agreement. Customer is
judgments, costsl fees and elxpense�s incurred by responsible for ensuring its users of the Service comply
Customer Indemnified Parties (including but not limited to, with the terms of this Agreement. Customer shall be
reasoinabil�e attorneys' fees and court costs), to the full responsible for al�l access to and use of the Service by
extent that such arise directly from (1) Charter's failure to means of Customer's equipment,whether or not Customer
comply with applicable law, (2) physical damage to has knowledge of or authorizes such access or use.
personal or real property caused by the, negligent or wil�lful Customer shall be solely liable and responsible for all
misconduct of Charter, its employees or contractors,at the charges incurred and all conduct through either authorized
Site(s) during the installation or maintenance of the or unauthorized use of the Service, until informs Charter of
Equipment, and/or (3) third party claims that any of the any breach,of security.
Charte�r-o:wn�ed or controlled equipment, facilities, and/or 2111. NOTICES. Any notices to be given under this Agreement
system used to deliver the Services infringes upon the shall be validly given or served on�ly if in writing and sent
intellectual property rights of such third party., Customer by nationally recognized ove�rnigiht delivery service or
Indemnified Parties, shall have the! right but not the certified mail, return receipt requ�este,d, to the following
obligation to, participate in, the, defense of the claim at
addresses:
Charter's, cost and Charter agrees to cooperate with the
Customer Indemnified Parties in such case. If to Charter-
Charter Communications
ATTN: Charter Business
17. TITLE. Title to the Equipment shall remain with Charter Street address
during the applicable Service Period. Customer shall keep C,ity,State Zip
that portion of the Equipment located on Customer with copies to,-
premises free and clear of all liens, encumbran�ce�s, and Charter Communications
security interests. Upon termination of Service or ATTN- CB Corporate—Contracts Management
expiration of a Service! Order 11 s Service Period for a Dept-� Corporate Operations
specific site, Charter shall have the right to remove all 12405 Powerscourt Drive
Equipment components and/or leave any of such St. Louis, MO 63�131
components in place, assigning title and interest in such Notices to Customer shall be sent to the Customer billing
components to Customer, it being understood that no address.
further notice or action is required to accomplish the
assignment contemplated hereunder. Charter shall have Each party may change, its, respective address(es) for legal
the right to remove! the Equipment and all components notice by providing notice to,the other party.
within 60 days after such termination.
18. COMPLIANCE WITH LAWS. Customer shall not use or 22. MISCELLANEOUS.
knowingly permit third parties to use the Services in any (a) Entire Agreement, Signatures. This Agreement and any
manner that violates apipl�icab�le law or causes, Charter to
violate apiplica,bile law. Both parties, shall comply with all related, executed Service Ordeir(s) constitute the entire
Agreement with respect to the Services, Network and
appl�ic,abile laws, and' regulations when carrying out their Equipment. Th�i�s Agreement supersedes all prior
respective duties hereunder. understandings, promises and: undertakings, if any, made
i
19. PRIVACY. Charter treats private communications on or orally or in writing by or on behalf of the parties with
through its Network or using any Service as confidential respect to the subject matter of this, Agreement., Th�is,
and does not access, use or disclose the contents of Agreement may be executed in one or more counterparts,
private commiunications, except in limited circumstances each of which is an onginal, but together constituting one
and the sarne instrumen�t. Execution of'a facsimile copy
and as permitted by law. Charter also maintains a Privacy will have the same force and effect as execution of an
Policy with respect to the Services in order to protect the! original, and a facsimile signature will be deemed an
privacy of its customers. The Privacy Policy may be found original andvalid signature.
on Charter's website at www.,Ch�a,rter-Busines,s,.colm. The
Privacy Policy may, be updated or, modi:fied from time-to- (b) No Amendments, Supplements or C Except for
time by Charter,with or without notice to Customer. In the pricing terms as set forth, in this Agreement, this
event a modification of the Privacy Policy has an adverse Agreement and the associated executed Service Order(s)
anid material effect on Customer's use of Service(s),,
Customer shall notify Charter in writi�ng of such effect and may not be amended, supplemented or changed without
if Charter does not resolve the issue within thirty(30)days both parties'prior written consent.
of re�cei�pt of such notice,then Customer may terminate the (c) No Assignment or Transfer. The parties may not assign or
affected Service(s) without liability upon thirty (30) days' transfer (directly or indirectly by any means, by operation
written notice to Charter. of law or otherwise) th�is, Agreement and the associated
Service Order(s),or their rights or obligations hereunder to
20. GENERAL CUSTOMER REPRESENTATIONS AND any other entity without first obtaining written consent from
OBLIGATIONS. Customer represents to Charter (a) that the other party, which consent shall not be unreasonably
Customer has, the authority to execute, deliver and carry withheld, provided, however, that without Customer's
out the terms of this, Agreement and: associated Service consent, Charter may assign this Agreement and the
Orders, and (b) that any, person who accesses, any associated executed Service Order(s) to affiliates
Services, through Customer's equipment or through the controlling, controlled by or und!er common control with
Network facilities in Customer's Premises will be an Charter, or to its successor-in-interest if Charter sells
authorized user, will use the Service, Network and/or some or all of the underlying communications,system and
Network facilities in an appropriate alind legal manner, and shall notify Customer of any such, assignment.
Customer Initial- CONFIDENTIAL-006000000OAbR7G Page I I of 16
Customer may assign th,ils Agreement and the associated
executed Service Order(s) to its Affiliates or to a
successor-in-interest in the event Customer sells the
underlying communications system without Charter's
written consent so long as Affiliate or successor-i n-iinte rest
is not a direct competitor of Charter in the provision of
video, internet, music programming or telephone services
but shalll notify Char-ter in writing within sixty (60) days of
such assignment.,
(d) Severabilitw,r. IIf any term, covenant, condition or portion of
this Agreement or any related; executed Service Order(s)
shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or any related, executed
Service Order(s)shall not be affected and each remaining
term, covenant or condition shall be valid and enforceable
to the fullest extent permitted by law.
(e) Governi . The law of the state in which the Services
are provided (excluding its conflicts of law provisions)shall
govern the construction, interpretation, and performance
of this Agreement,, except to, the extent superseded by
federal law. IN ANY AND ALL CONTROVERSIES OR
CLAIMS ARISING BUT OF OR RELATING TO THUS
AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY
OR VALIDITY, OR THE PERFORMANCE OR BREACH
THEREOF OR THE RELATIONSHIPS ESTABLISHED
HEREUNDER, CUSTOMER AND, CHARTER EACH
HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY
JURY.,
(f) Both parties had the opportunity to review and participate
in the negotiation of the terms of this Agreement and the
Service Ord!er(s)and, accordingly, no court nstrul,inig this
Agreement and any Service Order(s) shall construe it
more stringently against one party than against the other.
(g) No Third Pa,rW eneficiaries. The terms of this Agreement
and the parties' respective performance of obligations as
described are not intended to benefit any person or entity
not a party to this Agreement, and the consideration
provided by each party hereunder only runs to the
respective parties hereto, and that no person or entity not
a party to this Agreement shall have any rights hereunder
nor the right to require performance of obligations by
either of the parties hereto
(h) Waiver. Except as otherwise provided herein, the failure
of either party to enforce any provision of this Agreement
shall not constitute or be construed as a waiver of such
provision or of the right to enforce such provision,.,
Customer Initial.: CONFIDENTIAL:0106000000OAbR7G Page 12,of 16
EXCLUSIVE SERVICE RIGHTS and RE-DISTIRIBUTION AMENDMENT
The Business Internet Access, Video and Music Service Agreement between Customer and Charter dated 2/21/2014(the
"Agreement), is hereby amended to the li'Imited extent necessary to recognize:
(1) Charter's sole/exclusive right (a)to install,, own, operate, improve and maintain a Video and Internet Distribution System (defined
below)at the Service,Loc�ation(s), (bi),to provide the Service to the Service Location(s), and (iii)to operate and/or use the
Equipment located at the Service Loc,ation(s); and
(2) the Customer's right to re-distribute t o t hird parties, through re-sale or otherwise,the Service provided to Customer by Charter,
provided that-
i Customer shall not engage,in any rel-d:istriblution activity that in any manner competes with or has an adverse effect on the
marketing efforts, sale, and/or distribution by Charter to other customers or potential customers,of any of Chiarter's,
services, (including, but not limited to, Internet access, signal transport,video distribution,telecommunications and/or
other like,transmission,services offered by Charter), and
ii Customer shall, to the extent not prohibited by applicable law, be responsible for, indemnify Charter against, and hold
Charter harmless from any and all liability, dla�mage, loss, expense, and/or claim arising from the acts and omissions of
any person to whom Customer re distributes or re-sells the Service or who obtains access to/uses the Service as a result
of Customer's re-distribution or re-sale efforts(including, but not llimited to, any use of the Service or conduct by such re-
distributioln/re-s,ale third parties that would constitute a violation of Charter's Acceptable Use policy).
(3) For purposes of this Amendment, a "Video and Internet Distribution System"shall mean Charter's facility, consisting of a set of
closed,transmission paths and associated signal generation, reception and control equipment that is designed to provide the Video,
and Internet Services to multiple subscribers within the community in which the Premises is located.
(4) In the event of any noncompliance with the terms hereof by Customer and in addition to any other remedies available to Charter
under applicable law(at law or in equity), Charter shall have the right(i)to suspend del,ilve!ry of the Service to Customer,and/or
terminate the Agreement and any amounts due from Customer under the Agreement(including payments not yet accrued th�rolugh
the remainder of the term,)shall be accelerated and must be paid to Charter within thirty (30) days,of Charters demand therefor.
(5) Alll capitalized terms in this Amendment shall have that meaning ascribed to them in the Agreement, unless otherwise specifically
set forth herein.
Marcus Cable Associates, L.L.C., City of Fort Worth -Master Bulk
By:
Charter Communi ti ins, Inc., Its,Manager
o
ti Lns,
Signature: Z-f-_*1 :,.i"ilrxz.JA&IA.-" Signature*.—
Printed Nlame: Printed NaL,.
Title* Te(-:1A or Title. ctol i%.V
Diate., Date-.—Z-,
,vauiw'nraa ,
"m"., 611— 111,1 R I Mwftft�..........
k"C'J A,,,!:If"I`0I 'N D
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Charter Commercial Subscriber, Privacy Policy
TV Internet Phone
Cherw Oamwdal Subsalbet Pdwy Potter. ha frton, (", uW cud*=stbsks on an or*rqm"basts.Wr omwton such
mycV, 0( ,,,C4V6jOmOj(syr) Os channA��, it*tUm ffv ChwwW ts chaVW, and whon Ow sd4up box ka
Ua*k"s ft pre4whon ot stj ws' ("'You "'Ono ct"WIs c0lo*d Ot o mcm ddabew In cn Cbadar.(x
powwy swiowty, !be,��A',:12 IwAlcy
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how Qviw uw, land pMods d,ftw ljmftd cows*twn Ch�rwy dw*m wne hod pwtesi wdh pmom#y WftmAw abW 'You udm
or 00 of Mal uftmaftn�,OW'Yow VU ufw*#*Cable OwriftmUm P(*cy Ad fQC*M Ycw Mftwt fTstOxWO 03 M*W by tow.(U'Vho w"ft ktonichon,
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puds,ol ftfthcy rwy rdl,be aWkxtAeto YOtu,Ma1'Qf'VuhiffiYour P0vwY Md Wl 0 M, 0*",f colIW peflaw(fly''IdesOft6k,h6rmatim?
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lColf,"' QW71,Plam re0aw ffft PdAlcy aW,0, You afe a CtWer Waftiar* S"cas to You,
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hs ftllcyom,u! andfth CPW,Pi:",' ,d,"lwst or"61vory fwywrs,Wh, Or'fxO ;rovi& WdaW, for any Ot axswv"-
ww how rwAwdft*puWw Wo may modfy fts Polwy at any kno,'The mat cumd WOW d9vim ot=t=;:=n9"W";
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~fm of Ordemofte'dws Culler wlleef? I
Ctx)y*c0eds both pamonalty dwlftbla utxmtow aW wnpwsowf Irl6m0w Mowgo a*Al owtigus out" wsWm(s)wd r4w*(s).,
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parxwW,V&W,aba triomxftn jabotA Y ou whan 0 is rwnwy to pwide comply vAh aMcuWa kdaral'wd d*tam and mq.Adkm,,as w4l as 10,
#*gerwi a&*ts1rdiw ot otsbustrw3,
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MSMO idwfifiablai w*=Ahm br dhe(puWas OftJ Yout prkx,wdkn of
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purchasW and to ptooda�bu wth a mm powndUM,wpuWm In odftor,
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M&C Review Page 1. of 2
Official site of the City of Fort Worth,Texas
CITY L'OUNCIL AG"i ENDA FORTWORT111
COUNCIL ACTION: Approved, on 121/10/2013
GATE. 12/10/2013 REFERENCE **C-26580 LOG NAME.- 2C LE TELLVISION
NO.: CONTRACT 20131-2
CODE: C TYPE CONSENT PUBLIC NO
HEARING.-
SUBJECT: Authorize Business Video and Music Service Agreement with Marcus, Cable Associates,
L.L.C. d/bi/a Charter Commiulnications, for, Cable Service Approximately in the Annual
Amount of$91,296.00 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a -three year Service Agreement with Marcus Cable
Associates, L.L.C. d/bi/a Charter Communications, a sole source pro'rider, to provide expanded basic
cable television services to, City Hall and selected ou�tlyin�g municipal buildings.
DISCUSSION:
Marcus Cable Associates, L.L.C. d/b/a Charter Communications, (Charte�r) held a Citywide cable
t le ision frainchlise with the City from, 19�9!9 to 2 . The City's, municipal cable franchise Agreement
stipulated that Chlarteir Communications, provide expanded basic cable television service to City Hall
and selected municipal buildings at a bulk rate. Since that time, the City began paying market rates
per state, law.
Charter is the only Citywide cable provider and would be considered a sole source provider. Under
the Agreement, Charter provides, cable sier-vi,ce fore the following per-outlet bulk rates.-
2013 - $12.00
2014 - $12.00
2015 - $12.00
If additional cable outlets are added during the term of the Agreement, Ch�arte�r will also charge a
$919.010, per-outlet installation charge.
The City currently has 634 cable television ut,lets in 109 public facilities and offices, such as City Hall,
Public Safety and Municipal Court, Fire Stations, Plollice Headquarters) Neighborhood Police Districts
and storefronts, Libraries, Community Centers, Public Events facilities and the Cable
Communications Offiice. Staff uses these services to stay current on severe weather conditions,
national and local news and events,-that may affect the citizens of Fort Worth. The annual cost,for
2013 will be approximately $91,296-00-
During the first quarter of the calendar year 2014, Staff wil�l be awaiting cable outlets and
discontinuing any unnecessary services.
FISCAL INFORMATI�ON'/CERTIFICAT'ION,,.-
Z
The Financial Management Services Director certifies that fuinds are available in the current operating
budget, as, appropriated, of the participating funds.
TO Fund/Account/Centers FROM Fund'/AccounVCenters,
1�ftn-/hvnno, cfwnetorOcoLin,cil 1)acke,t/'me—review.asp.91D=191951&c�otincildate=12/10/2013 2/28/2014
C Review Page 2 of 2.
Submiltted, forCit Mane er's Qf iqe Susan Awns (8180)
O.diginatim, De arfen Head: Michelle Guff (6248)
Ad i" onal Information Contact Jack McGee (6169')
ATTACHMENTS
.w