Agreement - Spectrum — Manhattan Beach City Council, March 1, 2022

SPECTRUM ENTERPRISE

DARK FIBER LICENSE AGREEMENT
The Licensee identified below (“Licensee”) hereby acknowledges and agrees to the Dark Fiber License Agreement attached hereto (the “License Agreement”) by and between the Licensee and Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the services hereunder (“Spectrum”). Spectrum and Licensee may each be referred to as a “Party” or collectively as the “Parties.” Spectrum Sales Support Contact Information
Major Account Manager: Dre Galindo
Phone: (626) 388-0637
Email: [email protected]
Licensee Information
Licensee Name (Exact Legal Name): City of Manhattan Beach Street Address: 1400 Highland Ave. Suite: City: Manhattan Beach State: CA Zip Code:
90266
Licensee’s Main Tel. No.: (310) 802-5571 Fax. No.:

Licensee Contact Name: Terry
Hackelman
Tel No: 310-802-5067 E-mail:
[email protected]
Agreement
BY EXECUTING BELOW, LICENSEE ACKNOWLEDGES TH AT: (1) LICENSEE ACCEPTS AND AGREES TO BE BOUND BY THE LICENSE AGREEMENT, AND (2) LICENSEE IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS.

Authorized Signature for Licensee Charter Communications Operating, LLC By: Charter Communications, Inc., its Manager
By: By:

Name: Name:

Title: Title:

Date: Date:

Bruce Moe
City Manager
DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 VP Strategic Sales
Lynne Bell
2/15/2022

DARK FIBER LICENSE AGREEMENT

1. DEFINITIONS
As used in this License Agreement, the following terms shall have the following meanings ascribed to them:
a. “Acceptance Date” has the meaning ascribed in Section 3.1(d). b. “Cable” mean
s all Spectrum fiber optic cable now or hereafter containing the Licensed Fiber(s). c. “Claims” mea
ns causes of action, losses, claims, liabiliti es, costs (including reasonable attorneys’ fees and related necessary legal costs), damages for injury to or death of Persons, impairment to the environment, and loss of or damage to property.
d. “Costs” means one hundred and fifteen percent (115%) of all direct internal and third party costs, fees, charges, and expenses incurred by Spectrum in performing the services or work and which it utilizes in billing third parties for reimbursable projects, including with out limitation, the engineeri ng, construction and/or installation of any portion of the System and in continuing, operating, repairing or maintaining any portion of the System.
e. “Delivery Date” means the date Licensed Fiber(s) are made available to Licensee based on each respective Fiber Attachment.
f. “F
orce Majeure Event” means causes beyond the reasonable control of an affected Party, including, but not limited to, (i) acts of God, fire, lightning, storm, flood, or other natural disaster, or failures of a third-party service provider; (ii) denial of use of poles or other facilities of a utility company, or fiber cuts; (iii) laws, orders, rules, regulations, directions, or actions of, or delays or issues arising out of the issuance of permits or other authorizations or approvals by, governm ental authorities having jurisdiction over this License Agreement; or (iv) any civil or military action including national emerg encies, riots, war, terrorism and civil insurrections.

Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event. g. “Governmental Authority ” shall mean any Federal, State, Regional, County, City, Municipal, Local, territorial, or Tribal government, whether foreign or domestic or any department, agency, bureau, taxing authority from any of the foregoing including without limitation courts, public utilities, and sewer authorities. h. “Imposition” shall mean all taxes, fees, levies, imposts, dut ies, charges or withholdings of any nature (including, without limitatio n, gross receipts taxes and franchises, license, and/or permit fees) together with any penalties, fines, assessments or interest ther eon, imposed upon the Licensed Fiber(s) and/or the transactions contemplated by this License Agreement, in either case by any federal, state, or local government or other public taxing authority of competent jurisdiction. i. “Licensed Fiber(s)” shall mean the optical fibers in the number and of the type specified in a Licensed Fiber Order along the System Route and licensed to Licensee . Additional Licensed Fiber(s) may be added to this License Agreement from time to time upon mutual agreem ent of the Parties by entering into a new Licensed Fiber Order.
j. “Licensed Fiber Order(s) ” shall mean any Licensed Fiber order document submitted by Licensee and accepted by Spectrum.
k. “Person” shall mean any individual, partnership, corporati on, limited liability company, joint venture, trust, business trust, cooperative or associat ion, and the heirs, exec utors, administrators, legal representatives, successors and assigns of such Person where the context so admits. l. “Rights of Way” shall mean the land and other rights granted to Spectrum by a third party through or by way of the Underlying Rights.
m. “Specifications” shall mean the specifications set forth in Exhibit A attached hereto with respect to the Licensed Fiber(s).
n. “System” shall mean the fiber optic communication system along the System Route.

DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 3 of 25 © 2020 Charter Communications, all rights reserved.
o. “Syste m Route” shall mean the route of the Licensed Fiber(s) set forth in the Licensed Fiber Order. p. “Unde
rlying Rights” shall mean all deeds, leases, easements, ri ghts of way, licenses, franchises, permits and other rights, titles or interests pertaining to the under lying real property and/or rights-of-way over and/or within which the Licensed Fiber(s) shall be located, as are necessary for the construction, installation, operation, maintenance or repair of the System, including all uses of the System by Licensee hereunder.

2. LICENSE AGREEMENT TERM. The License Agreement shall be effective upon the earlier to occur of (a) the latest date of the signatures of the Parties; or (b) Spectrum’s commencement of performance (the “Effective Date”).

The License Agreement shall remain in effect until the expiration or proper termination of the final existing Licensed Fiber Order entered into under this License Agreement (the “Term”). The “Initial Order Term” is the time period starting on the Acceptance Date and continuing for the period of time specified in the Licensed Fiber Order. If a renewal term is not specified, the appl icable Licensed Fiber Order shall automatically renew for successive one- month terms (each a “Renewal Order Te rm”, collectively with the Initial Or der Term, the “Order Term”), unless either Spectrum or Licensee elects to not renew the Licensed Fiber Order by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term.

3. GRANT OF LICENSE
a. Grant of License to Licensee. In exchange for the consideration referenced in the applicable License Order Form, and subject to the conditions hereinafter set fort h, Spectrum grants to Licensee a license to use the Licensed Fiber(s) for the respective Order Term (“License”); Licensee acknowledges that this grant of License expressly excludes the grant by Spectrum to Licensee of any rights or interest in the Underlying Rights.

Spectrum agrees to obtain and cause to remain effective all Underlying Rights necessary to grant the License to the Licensed Fiber(s) through the Order Term.
b. Legal Title. Legal title to the System, including fiber and cable sheathing and any bridge attachments, conduits, brackets, insulators, fixtures, guy wires, anc hors, splice boxes, fiber distribution centers and other hardware needed or used to fasten or support the Cable, shall remain with and be held by Spectrum. Nothing contained in this License Agreement, nor any use, however extended, of the Licensed Fiber(s), nor any placement of Licensee's facilities on or in the System shall create or vest (or be construed as creating or vesting) in Licensee any right, title or interest in or to any real or personal property owned by Spectrum other than the rights specified herein with regard to the Licensed Fiber(s). c. No Liens/Encumbrances. Licensee shall not cause any encumbrances, liens, rights or claims of any third party to be imposed on the System that adversely affects or impairs directly or indirectly Spectrum’s exclusive ownership and use of the System.
d. Permits; Physical Plant and Required Rights. Spectrum shall obtain (and cause to remain effective throughout the Order Term) all Underlying Rights necessary to grant the License to the Licensed Fiber(s). If Licensee owns or controls the Underlying Rights to any physical location on the System Route, Licensee hereby grants Spectrum permission to enter such location in order for Spectrum to fulfill its obligations and exercise its rights under this License Agreement.
e. Compliance; Regulatory Changes . Notwithstanding anything in this Li cense Agreement to the contrary, it is expressly understood that Licensee shall be solely responsible for compliance with all legal and regulatory requirements associated with its business, operation or use of the Licensed Fiber(s) including maintaining all such required franchises, permits, authorizations, lic enses, approvals or other consents (other than the Underlying Rights), and Spectrum shall have no responsibility or liability whatsoever in connection therewith, provided, however , that except for any increases in pole a ttachment or conduit charges that may be predicated, based upon, or caused by Licensee’s use of the Licensed Fiber(s), which Spectrum shall be entitled to pass through to Licensee and Licensee shall pay to Spectrum within thirty (30) calendar days. f. Underlying Rights Changes . Notwithstanding anything herein to the contrary, in the event of the expiration or other termination of an Underlying Right, the parties will use commercially reasonable efforts to obtain an alternative solution and shall share the Costs of such solution as prescribed in the License Agreement. Where Spectrum is unable to obtain alternative Underlying Right s that are necessary in order to grant, continue or maintain the License in accordance with the License Agreement terms, the License with respect to any affected portion of the System shall automatically expire upon the expiration or termination of such Underlying Rights without any further duty or obligation on the part of Spectrum.

4. ACCEPTANCE and MAINTENANCE
DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 4 of 25 © 2020 Charter Communications, all rights reserved.
a.

Acceptance and Testing
i. Spectrum shall provide to Licensee all previously completed fiber-testing reports to the extent such are applicable to the Licensed Fiber(s).
ii. Licensee shall have the right, but not the obligation, at its sole expense, to conduct its own testing for purposes of acceptance as set forth in Exhibit B (“Fiber Acceptance Testing”). Licensee shall perform any such Fiber Acceptance Testing of the Licensed Fibe r(s) upon same being made available to Licensee by Spectrum. Spectrum shall have the right, but not th e obligation, to have a person or persons present to observe Licensee's Fiber Acceptance Testing. Within five (5) business days of the conclusion of Licensee's Fiber Acceptance Testing of the Licensed Fiber(s), Licensee shall provide Spectrum with a copy of the test results.
iii. If the results of the tests of the Licensed Fiber(s) reveals a material failure of the Licensed Fibers to satisfy the requirements of the License Agreement, Licensee shall notify Spectrum that the Licensed Fiber(s) are unacceptable within ten (10) days following delivery of the Licensed Fiber(s) and provide a copy of its Fiber Acceptance Testing reports (the copy of Licensee’s Fiber Acceptance Testing results indicating such failure to meet applicable Specifications , shall be deemed Licensee’s notice of unacceptability). Thereupon, Spectrum shall use commercially reasonable efforts to take such action as shall be reasonably necessary to remedy such mate rial failure within five (5) business days from receipt of Licensee’s notice of unacceptability. After taking such actions, Spectrum Licensee shall again have the right to conduct its own Fiber Acceptance Testing as set forth in Exhibit B. The cycle described above for testing, taking corrective action and retesting shall take place as many times as necessary. iv. Licensee shall be deemed to have accepted the Licensed Fiber(s) unless it notifies Spectrum within ten (10) days following delivery of the Licensed Fiber(s) that the fiber is unacceptable or notifies Spectrum within the ten (10) day period that Licens ee has accepted the Licensed Fiber(s) after conducting its own Fiber Acceptance Testing. If the results of Licensee's Fiber Acceptance Testing are within the parameters of the Specifications in Exhibit B, Licensee shall, within ten (10) days following delivery of the Licensed Fibers and Spectrum’s previously completed te sting results, provide Spectrum wi th a written notice accepting the Licensed Fiber(s). The date of this notice or the date of deemed accept ance of the Licensed Fiber(s), as the case may be, shall be the “Acceptance Date” for the Licensed Fiber(s). b. Maintenance and Repair.
i. Spectrum shall maintain and repair the Licensed Fibe r(s) pursuant to the specifications set forth in Exhibit C, to assure the continuing confo rmity of the Licensed Fiber(s) with their respective Specifications.

Notwithstanding any provision in this Agreement to the contrary, the Costs of procurement, installation, splicing, splice testing and other Costs associated with the replacement or restoration of the Cable for Spectrum facilities in excess of $1,500 for any event or series of closely related events (i) shall be shared pro-rata among all users of the Cable according to the total number of fibers each user has/is using in the same route as the Cable which is to be restored or replaced, or if the Licensee is the sole user of the conduit, then (ii) shall be paid by the Licensee pro-rata, based on the number of fibers in the affected portion of the System that are Licensed Fibers; provided that such restoration or repair is not the result of the negligence or willful misconduct of one of the parties hereto, in which case the damage-causing party shall bear the entire cost thereof (proportionate to such party’s responsibility if both respective parties are at fault). ii. Spectrum, at Licensee’s sole expense and at Spectrum' s then-prevailing rates, shall perform maintenance and repair necessitated by Licensee's negligence or willful misconduct or upon Licensee's elective maintenance or repair requests. For cases where pro -rata cost of repair/replacement of the Licensed Fiber(s) exceeds $25,000 unless the same was caused by the negligence or willful misconduct of the Licensee, in which case Licensee shall reimburse Spec trum for the entire cost thereof (proportionate to such Licensee’s responsibility if other parties are at fault). Spectrum may invoice Licensee at Spectrum’s then-prevailing commercial rates for such work, plus an y charges for repair or replacement of Licensed Fiber(s). Licensee may choose to not pay such expenses and consequently forfeit all rights to the Licensed Fiber(s) requiring replacement or restoration, and Spectrum shall have no obligations with respect to such affected Licensed Fiber(s). Licensee shall not be responsible for any maintenance or repair of any Spectrum equipment except as set forth above.
iii. Spectrum shall respond to any interruption of serv ice or failure of the Licensed Fiber(s) to operate in accordance with this Agreement in accordance with the procedures set forth in Exhibit C. iv. Spectrum shall be responsible for routine maintenance o f Cable, Cable locates, and Costs thereof not specifically due to requirements of or damaged caused by Licensee or its representatives as set forth in Exhibit C.
v. Licensee bears sole responsibility for any and all maint enance of all electronic, optronic and other equipment, materials and facilities used by Licensee in connection with the use of a portion of the System DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 5 of 25 © 2020 Charter Communications, all rights reserved.

or operation of the Licensed Fibers, none of which is included in the services to be provided by Spectrum under the Agreement.

c. Relocation. If, after the Acceptance or Effective Date with respect to any portion of the System, Spectrum is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by Spectrum or a provider of any Underlying Right, (iii) by any other Person having the authority to require (any or all of the above, a “Relocating Authority”), or (iv) by the occurrence of any Force Majeure Event, to relocate the System within such portion of the System or any further porti on thereof, then Spectrum sha ll have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of such relocation, or to pay such am ounts to the Relocating Authority as are necessary to avoid the need for such relocation. Licensee shall reimburse Spectrum for its proportionate share of the Costs (including Fiber Acceptance Testing and/or amounts paid to a Relocating Authority) related to any such relocation request (to the extent Spectrum has not been reimbursed by the Relocating Authority) allocated to Licensee pro rata based on the number of Licensed Fiber s and the total fiber count in the affected portion of the System.

5. DELIVERY, USE AND CONNECTION

a. Delivery of Fibers. Spectrum will deliver to Licensee the Licensed Fiber(s) within a commercially reasonable amount of time as mutually agreeable between the parti es. Spectrum shall endeavor to deliver to Licensee as-builts (maps, diagrams, etc.) with respect to t he Licensed Fiber(s) delivered hereunder no later than one hundred eighty (180) days following such delivery.

b. Access. Spectrum will provide Licensee with reasonable access to the Licensed Fiber(s) at such handholds and splice points with existing slack coils on the System Route (“Connecting Points”) as reasonably requested by Licensee, subject only to the requirements in the Underlying Rights and provided that such access points do not materially interfere with any Spectrum facilities. For Licensed Fiber(s) terminating on and/or traversing across Licensee’s (or its contractor’s or agent’s) property, Licensee will provide Spectrum with access to the Licensed Fiber(s) at any point along the fiber up to and including the splice point and/or demarcation.

c. Use of Facilities. Licensee may use the Licensed Fiber(s) for its business uses to provide any lawful communications services provided, however, that Licensee shall not resell, re-license, or permit a third party to assign, sell, license, sublicense, exchange, encumber, transfer or grant an indefeasible right of use of other similar right or interest or otherwise permit or c onvey the Licensed Fibers themselves. For purposes of clarification, Licensee may use the Licensed Fiber(s) in conjunction with its network to serve its customers a managed type service.

d. Additional Restrictions on Use of Facilities . Additionally, Licensee shall not use the Licensed Fiber(s) in any manner that is not in compliance with (i) any and all applicable government codes, ordinances, laws, rules, regulations and/or restrictions, and (ii) the Underlying Rights, as such may be amended from time to time.

Licensee shall not use any product or service that fails to comply with any applicable standard industry safety rules or that would cause any Cable or related facility of Spectrum to violate any state or federal environmental laws. Licensee shall at all times (x) ensure that the types of electronics or technologies employed to utilize the Licensed Fiber(s) do not interfere with the quiet use and enjoyment of or create any risk of damage to all or any portion of the System used by Spectrum or any other user of the System, or a portion of any other similar system, (y) use commercially reasonable safety proc edures with such use. Licensee shall not use the Licensed Fibers, any portion of the System, Cable, System or any associated property (tangible and intangible property solely as needed for the use of the Licensed Fiber, “Associated Property”) in a way which interferes in any way with, creates any risk of damage to, or otherwi se adversely affects the use of, the fibers, cable or conduit of any other Person using the System and/or any similar services of another entity.

e. Connection.
i. If Licensee desires to connect other fiber optic cabl es to the Licensed Fiber(s) or create connections with buildings or other structures along the System Route, Licensee will subm it a request in writing and shall provide details of the request for Spectrum to review. After review, Spectrum may approve the request and Spectrum will cooperate with Lic ensee to the extent necessary to enable Licensee to acquire rights to connect to the Licensed Fiber(s) via available Right s of Way and Spectrum will place connecting facilities on the Rights of Way between the Licensed Fiber(s) and such adjoining properties, subject to (i) the ability to do so pursuant to the Underlying Rights and (ii) Licensee’s agreement to pay any incremental increase in Costs arising from or otherwise due to Licensee ’s proposed use thereof. Such additional connections activity shall be at Licensee's sole cost and expens e (including Costs incurred by Spectrum in providing oversight of any contractors excavating on the Rights of Way or near the Cable to make such connection).

Each connection to the Licensed Fiber(s) requiring a Cable to be connected will be performed by Spectrum at Licensee’s sole expense. In order to schedule a connection of this type, Licensee shall contact Spectrum to undertake the work not less than thirty (30) days in advance of the date the connection is requested to be completed. Such work will be mutually agreed upon by the Parties or as otherwise agreed to in writing for specific projects.
ii. If Licensee desires to construct fiber to connect to the Licensed Fiber(s) and Spectrum has approved such connection in writing and subject to (i) restrictions affecting the same as mandated by the Underlying Rights and Spectrum’s advance written approval thereof, not to be unreasonably withheld, Spectrum will allow Licensee or Licensee’s agent (c ontractor), provided they meet S pectrum’s reasonable contractor qualification standards to perform such construction. Licensee must allow a Spectrum agent to be present during such construction. Licensee will pay the Cost of the Spectrum agent’s oversight of the construction on the Rights of Way or near the Cable and the Spectrum agent shall have the absolute ability to direct the activities of the Licensee’s contractor, when performing construction activities on the Underlying Rights or in areas adjacent to the facilities of Spectrum. Any additional such work shall be undertaken by Spectrum at Licensee’s request and within a reasonable amount of time. Licensee shall reimburse Spectrum for all Costs incurred in connection with such work.

6. PAYMENT TERMS
a. License Fee. The recurring and non-recurring charges and fees to be paid by Licensee to Spectrum for the grant of the Licenses to the Licensed Fiber(s) is set forth in t he applicable Licensed Fiber Order. The non- recurring charge for initial engineering and design related to the Licensed Fibers, as specified in the applicable Licensed Fiber Order, is due and payable within five (5) days after execution of the Licensed Fiber Order. All other fees, including, total monthl y recurring license fees, Costs and Impositions, owed by Licensee to Spectrum shall be paid within thirty (30) days after the date appearing on the invoice. b. Invoicing Disputes; Late Payments . Licensee must provide notice to Spectrum of any disputed charges within sixty (60) days of the invoice date on which the disputed charges appear for Licensee to receive any credit that may be due. Licensee must have and present a reasonable basis for disputing any amount charged.

A late payment shall be (i) any payment received afte r the period specified herein for such payment, and/or (ii) any payment of disputed amounts that is received more than forty-fi ve (45) days after the date such payment is determined to have been due in a final reso lution of such dispute. Late payments shall accrue interest at a rate equal to the lesser of one and one half (1.5) percent or the highest rate allowed by law. c. Payment of Impositions. To the extent that Licensee holds a Li cense to the Licensed Fiber(s) hereunder, Licensee shall reimburse Spectrum for its proportionate share of any and all Impositions imposed upon or with respect to the System Route by third parties during su ch periods Licensee has use of the Licensed Fiber(s).

Licensee's proportionate share of such Imposition shall be determined based on the relative number of Licensed Fiber(s) in the affected portion of the System Route compared to the total number of fibers in the affected portion of the System Route during the relevant period of use by Licensee. Spectrum shall provide Licensee with reasonable supporting documentat ion for Impositions for which Spectrum seeks reimbursement. Following the Acceptance Date, Licensee and Spectrum, respectively, shall be separately responsible for any and all Impositions (i) expressly or implicitly imposed upon, based upon, or otherwise measured by the gross receipts, gross income, net receip ts or net income received by or accrued to such Party due to its respective interest or use of the Syst em Route and/or any facility to which rights are granted hereunder, or (ii) which have been separately assessed or imposed upon the respective interest of use by such third party on or with respect to the System Route and/or any Provided Facility. d. Conte
st of Impositions. Notwithstanding any provision herein to the contrary, Spectrum shall have the right to contest any Imposition to the full extent that such contest does not materially and adversely affect Licensee's ability to utilize any License or right granted hereund er and the associated Licensed Fiber(s). The out-of- pocket costs and expenses (including reasonable attorn ey’s fees) incurred by Spectrum in any such contest shall be borne by Spectrum. Further, where Spectrum does not contest an Imposition, Licensee shall have the right, after notice to Spectrum, to contest such Imposition as long as such contest does not materially and adversely affect the title, property or rights to the System, the Licensed Fiber(s) and/or otherwise the business interests of Spectrum. The out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by Licensee and any refund or credit Imposition in any such contest shall not be shared by Spectrum. e. Taxes and Fees. Licensee shall pay all applicable taxes, fees, or surcharges imposed upon or with respect to amounts billed by Spectrum for the license rights pr ovided pursuant to this agreement including but not limited to applicable federal, state, and local sales, use, excise, telecommunications, other taxes, and other DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 7 of 25 © 2020 Charter Communications, all rights reserved.

state or local governmental charges or regulatory fees, excluding income taxes measured on Spectrum’s net income.

f. Tax Exempt Status. If a Licensee wishes to claim tax-exempt status, then Licensee must supply Spectrum with a copy of Licensee’s tax exemption certificate or other documentation supporting Licensee’s certification of its entitlement to such exempt status within fifteen (15) days of installation of applicable services. If Licensee supplies such documentation after that time, Spectrum will apply it to Licensee’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, Licensee 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. Licensee 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 Licensee 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 Licensee.

g. Adjustment of Impositions . Spectrum reserves the right, from time to time, to change the surcharges for services under this License Agreement to reflect incurred costs, charges, or obligations imposed on Spectrum to the extent permitted, required, or otherwise not prohibited under applicable law (e.g., universal service fund charges). Furthermore, Spectrum shall have the right to collect or recover from Licensee the amount of any state or local fees or taxes arising as a result of this License Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum’s receipts from Licensee that Spectrum is entitled under applicable law to pass through to or otherwise charge Licensee for Licensee’s use or receipt of the services. Such fees or taxes shall be invoic ed to Licensee in the form of a surcharge included on Licensee’s invoice.

h. Disputes. To the extent that a dispute arises under this License Agreement as to which Party is liable for fees or taxes, Licensee shall bear the bur den of proof in showing that the f ee or tax is imposed upon Spectrum’s net income. This burden may be satisfied by Licensee producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Sp ectrum’s net income. Licensee acknowledges that currently, and from time to time, t here is uncertainty about the taxability or regulatory classification of some of the services Spectrum prov ides and, consequently, uncertainty about what fees, taxes and surcharges are due to or from Spectrum or from its Licensees. Licensee agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes, and surcharges are due and to collect and remit them to the relevant governmental authorities, or to pay and pass them through to Licensee. Licensee hereby waives any claims it may have regarding Spectrum’s collection or remittance of such fees, taxes, and surcharges.

7. REPRESENTATIONS, WARRANTIES, DISCLAIMER, INDEMNIFICATION

a. Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, each Party hereto represents and warrants to the other that: (i) it has the full right and authority to enter into, execute, deliver and perf orm its obligations under this Agreement; (ii) it has taken all requisite corporate or company action to approve the execution, delivery and perform ance of this Agreement; (iii) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms; and (iv) its execution of and performance under this Agreement shall not violate any applicable then- existing regulations, rules, statutes, or court orders of any local, state or federal government agency, court, or body.

b. Disclaimer of Warranties. LICENSEE ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE LICENSED

FIBERS, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF LICENSEE’S EQUIPMENT AND LICENSEE’S NE TWORK. LICENSEE ACKNOWLEDGES THAT

SPECTRUM IS PROVIDING DARK FIBER ONLY A ND IS NOT PROVIDING ANY EQUIPMENT OR ANY

INTERNET ACCESS, ETHERNET, MANAGED SERVICES, OR ANY OTHER SERVICES THROUGH USE OF THE LICENSED FIBERS. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO

RESPONSIBILITY WHATSOEVER FOR ANY SERVICES DEPLOYED ON THE LICENSED FIBERS OR

ANY APPLICATIONS OR CONTENT TRANSMI TTED OR ACCESSIBLE THROUGH ANY SUCH

SERVICES SERVICE AND SPECTRUM EXPRESSLY DI SCLAIMS ANY RESPONSIBILITY FOR SUCH SERVICES, APPLICATIONS, OR CONTENT. EXC EPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE LICENSED FIBERS ARE PROV IDED “AS IS, WITH ALL FAULTS,” WITHOUT

WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 8 of 25 © 2020 Charter Communications, all rights reserved.

AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE LICENSED FIBERS WILL MEET LICENSEE’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE. IN ADDITION, LICENSEE ACKNOWLEDGES AND AGREES THAT SPECTRUM’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES

TO LICENSEE UNDER THIS AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON

BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO THE IMPLIE D WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT. c. Insurance. Without in any way limiting the Parties' obligations set forth in this Agreement, from the effective date of this Agreement until one year after this Agreement is terminated as to all Licensed Fiber(s), Licensee shall procure and maintain in force at its sole cost and expense the following insurance coverages from companies that are lawfully approved to do business in a ll states in which the Licensed Fiber(s) are located, in the amounts and with limits as set forth below:
i. Combined single-limit liability insurance, on an occu rrence basis, for personal injury and property damage, including, without limitation, injury or damage arising from liability for completed operations of not less than $1,000,000 combined single limit for each occurrence and $2,000,000 aggregate for each annual period; ii. Workers' compensation insurance in amounts required by applicable law and employers' liability insurance; and
iii. Licensee shall provide Spectrum with certificates of insurance evidencing such insurance coverage. d. Licensee Responsibility. Licensee understands and agrees that Spectrum disclaims and shall not be responsible for any liability to the full extent that such arises from Licensee’s misrepresentation with regard to or noncompliance with the terms of this Agreement and/or any Licensed Fiber Order, Licensee’s failure to comply with applicable law, and/or Licensee’s negligence or willful misconduct.

Licensee is solely responsible for the use of the Services, for its own personnel and their acts and omissions.
e. Notice and Defense of Third-Party Actions. The Licensee shall have the right to assume control of the defense of, settle, or otherwise dispose of such thir d-party action on such terms as the Licensee deems reasonably appropriate; provided, however, that:
i. Indemnified Parties shall have the ri ght but not the obligation to participate in the defense of the claim; ii. The Licensee shall obtain the prior written consent of the Indemnified Party before entering into any settlement or compromise requiring the payment of money or admission or any acknowledgment of facts or any liability in respect thereof or the affirmative obligation of the Indemnified Party, which consent shall not be unreasonably withheld;
iii. No Licensee shall consent to the entry of any judgme nt or enter into any settlement that does not include as an unconditional term thereof the giving by each clai mant or plaintiff to each Indemnified Party of a relicense from all liability in respect of such third-party action; and iv. Notwithstanding the foregoing provisi ons of Section 6.4, to the extent Spectrum is required under the terms and provisions of any Underlying Right to indemnify any provider of such right from and against any and all claims, suits, judgments, liabilities, losses and expenses arising out of service interruption, cessation, unreliability of or damage to the System, regardless of whether such claims, suit s, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction of Spectrum and/or provider of any of their employees, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Ri ght, Licensee hereby releases Spectrum and such providers from, and hereby waives, all claims, suits, judgments, liabilities, losses and expenses arising out of service interruption, cessation, unreliability of or damage to the System regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inacti on, of Spectrum or such providers or any of their employees, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Right.

8. DELAYS AND LIMITATION OF LIABILITY
a. Outage Liability; Restoration Delays. Spectrum is not responsible for monitoring the performance or operation of the Licensed Fibers, and Licensee must report detected failures of any portion of the System or of the Licensed Fibers to Spectrum’s Enterprise Technical Support. Under no circumstances shall Spectrum be liable for any delay in restoring any Licensed Fiber(s ) or any operational aspect of the System containing such Licensed Fiber(s), which has been subjected to an outage, interference or interruption.

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b. LIMIT ATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE

AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD

PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEM PLARY, SPECIAL, INCIDENTAL, RELIANCE, OR

PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN

CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF LICENSED FIBERS, INCLUDING ANY

SERVICE IMPLEMENTATION DELAYS OR FAILUR ES, 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 SHA LL NOT APPLY TO ANY OF LICENSEE’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. SPECTRUM ’S MAXIMUM LIABILITY TO LICENSEE WITH

REGARD TO A LICENSED FIBER ORDER SHALL NOT EXCEED THE AMOUNT, EXCLUDING ONE TIME COSTS, PAID OR PAYABLE BY LICENSEE TO SPECTRUM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SPECTRUM SHALL NOT BE RESPONSIBLE

FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OR INACCESSIBILITY OF THE LICENSED FIBERS. No claims for damages with respect to this Agreement may be made more than one (1) year after the date that the event giving rise to such claim is known or reasonably should have been known to the person or entity making such claim.

9. CONFIDENTIALITY
a. Confidential Information. “ Confidential Information” shall mean any and all non-public information provided by one Party to this Agreement to the other Party for us e in connection with the investigation, negotiation or performance of this Agreement that has been designated as CONFIDENTIAL or PROPRIETARY or PRIVATE. “Confidential Information” excludes any information that (i) the subject Party notifies the recipient in writing is not confidential, (ii) is or becomes available to the recipient on a non-co nfidential basis from a source other than the subject Party, any Person acting on behalf of the subject Party, or any Person who has confidentiality obligations (whether to the subject Party or otherwise) provided that su ch disclosure was not itself a breach of a confidentiality obligation running to the subject Party, (iii) is or becomes generally available to the public other than as a result of a disclosure by the recipient or any Person to whom such recipient disclosed the information, or (iv) is required to be disclosed by law, subject to the provisions of Section 9.e hereof.

Confidential Information may take the form of documentation, drawings, specifications, software, technical or engineering data, business information, the terms and conditions of this Agreement, and results of operations, financial information, financial forecasts and projecti ons, capital projects, research and development, design plans, management plans, business plans, marketing plans, and feasibility plans, markets, business, products, services, contracts, customers, suppliers, trade secr ets, operating procedures, material and labor costs, sources and requirements, and technological means, methods and processes, as well as every study, report, analysis, notation, summary, synopsis, compilation and other document (colle ctively, “Work Product”) containing, analyzing or otherwise reflecting any Confidential Information described above, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation, or by other means. b. Confidentiality. Except as otherwise provided in Section 9.c, neither Party will, without the prior written consent of the Party providing such Confidential In formation, (i) use any portion of such Confidential Information for any purpose other than performance pursuant to this Agreement, or (ii) disclose any portion of such Confidential Information to any persons or entit ies other than the affiliates of such Party and to the officers, employees and contractors of such Party wh o reasonably need to have access to such Confidential Information for purposes of performance under this Agreement and have agreed to comply with confidentiality terms no less stringent that those set forth in this Ag reement in order to preserve the disclosing party’s expectation of confidentiality hereunder. The receiving Party agrees to guard Confidential Information utilizing the same degree of care utilized by such recipient Party in protecting its own Confidential Information, but in any event not less than a reasonable degr ee of care. The obligations of a recipient Party with respect to Confidential Information shall remain in effect during and for three (3) years after the expiration or termination of all Licensed Fibers(s) under this Agreement.
c. Permitted Use. Confidential Information provided by Provider may be used by Recipient in connection with Recipient's use of the Licensed Fiber(s). If the receiving Party is compelled, pursuant to a lawful requirement or request from a court or governmental agency acting within its jurisdiction, to disclose Confidential Information, the receiving Party shall, if possible, give written notice, to the extent not otherwise prohibited by law, sufficient to permit the disclosing Party the opportu nity to seek suitable protective arrangements before the Confidential Information is disclosed, and the receiving Party shall cooperate fully in all respects with the disclosing Party's efforts to obtain such protective arrangements; provided, however, that if the receiving Party would otherwise be required to disclose Confidential Information under any securities law, the receiving Party shall use reasonable efforts to take steps available under such law (such as by providing a summary or synopsis) to avoid disclosure of such Confidential Information.

d. Return or Destruction. Confidential Information shall remain the property of the disclosing Party and shall, upon written request, including any copies thereof, be promptly returned to the disclosing Party or, in the case of the recipient's Work Product, be promptly destroyed at the recipient's option, such destruction to be certified in writing to the disclosing Party.

e. Required Disclosures. The provisions of Article 9 shall not apply to reasonably necessary disclosures in or in connection with filings under any securities laws, regulatory filings or proceedings, financial disclosures which in the good faith judgment of the disclosing Party are required by law, disclosures required by court or tribunal or competent jurisdiction, or disclosures that may be reasonably necessary in connection with the performance or enforcement of this Agreement or any of the obligations hereof; provided, however, that if the receiving Party would otherwise be required to refer to or describe any aspect of this Agreement in any of the preceding circumstances, the receiving Party shall use it s reasonable efforts to take steps as are available under such circumstances (such as by providing a summa ry or synopsis) to avoid disclosure of the financial terms and conditions of this Agreement. Notwithstandi ng any provisions of this Agreement to the contrary, either Party may disclose the terms and conditions of this Agreement in the course of a due diligence review performed in connection with prospective debt financing or equity investment by, or a sale to, a third party, so long as the Persons conducting such due diligence review have agreed to maintain the confidentiality of such disclosure and not to use such disclosure for any other purpose.

f. Publicity and Advertising. Neither Party hereto shall use any advertising, sales promotions, or other publicity materials that use the other Party's logo, trademarks, or service marks, without the prior written consent of the other Party. Each Party shall have the right to review and approve any publicity materials, press releases or other public statements (other than filings required under the securities laws) by the other Party that discloses its identity.

g. Privacy. Spectrum also maintains a Privacy Policy with respect to its Services in order to protect the privacy of its customers. The Privacy Policy may be found on Spectrum’s website at https://enterprise.spectrum.com/.

The Privacy Policy may be updated or modified from time -to-time by Spectrum, with or without notice to Licensee. Licensee’s privacy interests, including Licensee’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 Communication s Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network info rmation and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in the Privacy Policy, and, if applicable, in Spectrum’s tariff, which are incorporated into, and made a part of, this Agreement by this reference. In addition to the foregoing, Licensee hereby acknowledges and agrees that Spectrum may disclose Licensee's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers or any sim ilar agency, or in accordance with the Privacy Policy or, if applicable, tariff(s). In addition, Spectrum shall have the right (except where prohibited by law), but not the obligation, to disclose any information to protect its rights, property or operations, or where circumstances suggest that individual or public safety is in peril.

10. FORCE MAJEURE

Notwithstanding any other provision of this Agreement, the performance of the obligations set forth in this Agreement, other than obligations to pay money (except as provided below), shall be suspended or excused if and only to the extent that such performance is prevented by an event of Force Majeure or its adverse effects. If the performance of a Party's obligations under this Agreement is suspended or excused by an event of Force Majeure or its adverse effects, such Party shall use commercially reasonable diligence to cause such event or effects to cease or be reduced. The Party whose obligations are suspended or excused as described abov e shall, as soon as practicable, give written notice to the other Party specifying the nature and anticipated duration of the Force Majeure event and outlining its recovery plan, if any. To the extent the Licensed Fiber(s) are unavailable for use due to a Force Majeure event and/or Spectrum’s obligations are suspended in accordance herewith (excluding an event in which Licensee’s actions or inactions gave rise to such suspension), then Licensee’s obligation to pay for the Licensed Fiber(s) shall be suspended, on a pro-rata basis, during such time the Licensed Fiber(s) are unavailabl e for use or Spectrum’s obligations are also suspended.

Neither party may terminate either the affected Licensed Fiber Order or the Agreement due to a Force Majeure Event.

11. ARBITRATION. Intentionally Omitted

12. TERMINATION AND DEFAULT

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a. Te rmination. At the end of the Order Term of the respective Licensed Fiber(s), the License for such Licensed Fiber(s) shall automatically renew for successive one-month terms on the same terms and conditions, unless either Spectrum or Licensee elects to not renew the License by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term. Upon the expiration of the Order Term, Spectrum shall owe Licensee no additional duties or cons ideration with respect to the respective Licensed Fiber(s) including no longer having the obligation to maintain the Underlying Rights to provide the right of Licensee to hold a License to the Licensed Fiber(s) or use or maintain the Licensed Fiber(s). b. Non-Appropriation of Funds. Payments to be made to Spectrum by Licensee for grant of License within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that Licensee does not appropriate sufficient funds for payment for License beyond the current fiscal year, this Agreement shall cover payment for the License only to the conclusion of the last fiscal year in wh ich Licensee appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. Licensee shall provide Spectrum ninety (90) days’ written notice of the non-appropriation from the time that Licensee becomes aware of such non-appropriation. c. Default. A Party shall be in default under this Agreement upon the occurrence of an event in which such Party has failed to comply with any of its obligations as set forth in this Agreement (each an “Event of Default”). i. Upon the occurrence of an Event of Default, other than an Event of Default based upon non-payment of any undisputed amounts owed under this Agreement, the defaulting Party shall have thirty (30) days after receipt of a notice of the Event of Default to cure the Event of Default (unless the Event of Default is waived in writing by the non-defaulting party within the thirty (30) day period). However, in such cases where an Event of Default cannot reasonably be cured within such thirty (30) day period, if the defaulting Party shall proceed promptly to cure the same and prosecute such curing with due diligence, the time for curing such Event of Default (except for Events of Default regarding making payments hereunder and Insolvency Defaults, as defined below) shall be extended for such period of time as may be reasonably necessary to complete such curing. When a Party fails to pay any undisputed amounts owed hereunder by their due date, an Event of Default shall occur if the party owing such amount fails to cure same within ten (10) days after receipt of written notice thereof.
ii. Events of Default shall include, but not be limited to, the making by a Party of a general assignment for the benefit of its creditors, the filing of a voluntary petition in bankruptcy or the filing of a petition in bankruptcy or other insolvency protection against a Party which is not dismissed within ninety (90) days thereafter, or the filing by a Party of any petition or answer seeki ng, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief (collectively, an “Insolvency Default”).
iii. Upon the failure by a defaulting Party to timely cure any such Event of Default after written notice thereof, the non-defaulting Party may (1) terminate the affect ed Licensed Fiber Order, and (2) pursue any legal remedies it may have under applicable law or principl es of equity relating to such Event of Default. If Spectrum terminates a Licensed Fiber Order or the Agreement following Licensee’s failure to cure an Event of Default or if Licensee terminates a Licensed Fiber Order without cause, then Licensee shall pay all unpaid non-recurring fees and all monthly recurring license fees that would have been due for the remainder of the Order Term (a “Termination Charge”), which the Parties recognize as liquidated damages.

13. GENER

AL PROVISIONS
a. Amendments. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by both Parties.
b. No Assignment or Transfer. Licensee may not assign or transfer (directly or indirectly by any means, including by operation of law or otherwise) this License Agreement and/or Licensed Fiber Order(s) or its rights or obligations hereunder to any other Person with out first obtaining consent from Spectrum, and any assignment or transfer in violation of this Section s hall be null and void. Spectrum may assign its rights and obligations under this Agreement, in whole or in part, an d any Licensed Fiber Order 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 Licensee. Licensee understands and agrees that, regardless of any such assignment, the rights and obligations of Spectrum in this Agreement may accrue to, or be fulfilled by, any affiliate, as well as by Spectrum or its subcontractors. c. Notices. Unless otherwise provided in this Agreement, al l notices, demands, requests, approvals or other communications which may be or are required to be giv en, served or sent pursuant to this Agreement shall DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 12 of 25 © 2020 Charter Communications, all rights reserved.
be in writing and shall be mailed by registered or cert ified mail, return receipt requested, postage prepaid, or delivered by nationally recognized overnight courier addressed as follows:

If to Licensee: City of Manhattan Beach
1400 Highland Ave
Manhattan Beach, CA 90266
Attention: Terry Hackelman, Information Technology Director with a copy to: City of Manhattan Beach
1400 Highland Ave
Manhattan Beach, CA 90266
Attention: Bruce Moe, City Manager
If to Spectrum: Charter Communications
Attn: Commercial Contracts Management - Legal
12405 Powerscourt Drive
St. Louis, MO 63131
Phone: 314-288-3470
Each Party may designate by notice in writing a ne w address to which any notice, demand, request, report, approval or communication may thereafter be given, serv ed or sent. Each notice, demand, request, report, approval or communication which shall be mailed or delivered in the manner described above, shall be deemed sufficiently given, served, sent or received for a ll purposes at such time as it is delivered to the addressee (with the return receipt or the delivery receipt being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. d. Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be held to be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of su ch invalidity or enforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement; provided, however, that if any such ineffectiveness or unenforceability of any provis ion of this Agreement, in the good faith judgment of either Party, renders the benefits to such Party of this Agreement as a whole uneconomical in light of the obligations of such Party under this Agreement as a whole, then Spectrum and Licensee shall negotiate in good faith in an effort to restore insofa r as possible the economic ben efits of the transaction to the Parties.
e. Independent Contractors. In all matters pertaining to this Agreement, the relationship of Spectrum and Licensee shall be that of independent contractors, and neither Spectr um nor Licensee shall make any representations or warranties that t heir relationship is other than that of independent contractors. This Agreement is not intended to creat e nor shall it be construed to create any partnership, joint venture, employment or agency relationship between Spectrum and Licensee; and no Party hereto shall be liable for the payment or performance of any de bts, obligations, or liabilities of the other Party, unless expressly assumed in writing herein or otherwise. Each Party retains full control over the employment, direction, compensation and discharges of its employees, and will be solely responsible for all compensation of such employees, including social security, tax withholding and worker's compensation responsibilities. f. Labor Relations. Each Party hereto shall be responsible for labor relations with its own employees. Each Party agrees to notify the other immediately whenever it has knowledge that a labor dispute concerning its employees or its affiliates' employees is delaying or th reatens to delay timely performance of its obligations under this Agreement.
g. Exercise of Rights; Waivers. No failure or delay on the part of eit her Party hereto in exercising any right, power or privilege hereunder and no course of dealing between the Parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, po wer or privilege. Except as otherwise may be provided herein, the failure of Spectrum 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 suc h provision. To be legally binding on a Party, any
waiver must be in writing.
h. Additional Actions and Documents. Each of the Parties hereto hereby agrees to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or cause to be executed, acknowledged, delivered and filed such further documents and instruments, and to use its commercially reasonable efforts to DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 13 of 25 © 2020 Charter Communications, all rights reserved.
obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement, whether at or after the execution of this Agreement. i. Survival. The obligations of the Parties under Sections 6(c)-(h) (Taxes and Impositions); 7(b) (Warranty Disclaimer); 7(c) (Insurance); 7(d)-(e) (Indemnification), 8(b) (Limitation of Liability), Article 9 (Confidentiality) (for a period of three (3) years), Article 11 (Arbitration), and Article 14 (General Provisions). j. Headings. Article and section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. k. Incorporation of Exhibits. The Exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written at length herein. l. Governing Law; Venue; Waiver of Jury Trial. This Agreement and each of its provisions shall be governed by and construed and interpreted according to the substantive laws of the State of California, except that any conflicts-of-law principles of such st ate that would result in the application of the la w of another jurisdiction shall be disregarded. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court for the Central District of California or, if such court would not have jurisdiction over the matter, then only in a Los Angeles County Superior Court sitting in Los Angeles County. Each Party submits to the exclusive ju risdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this 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 this Agr eement in the Federal or state courts sitting in Los Angeles County, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. UNLESS PROHIBITED BY LAW, IN ANY AND ALL CONTROVERSIES OR CLAIMS

ARISING OUT OF OR RELATING TO THIS AGRE EMENT, ITS NEGOTIATION, ENFORCEABILITY OR

VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED

HEREUNDER, LICENSEE AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. FURTHER, CUSTOMER AGREES THAT CLAI MS MAY ONLY BE BROUGHT IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT ON BEHALF OF, OR AS PART OF, A CLASS ACTION. m. Counterparts; Electronic Transactions. This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which taken together shall constitute 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 facsimile or electronic signature will be deemed an orig inal 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.
n. Entire Agreement. This Agreement, including all Exhibits and Licensed Fiber Orders, constitutes the entire agreement between the Parties with respect to the transaction contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.
o. Performance. Except as specifically set forth herein, for the purpose of this Agreement, the normal standards of performance within the communications industry in the relevant market shall be the measure of whether a Party’s performance is reasonable and timely.
p. No Third Party Beneficiaries. The Parties agree that the terms of this Agreement and the Parties’ respective performance of obligations hereunder are not intended to benefit any person or ent ity not a party to this Agreement, that the consideration provided by each under this Agreement 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 the performance hereunder by either of the respective Parties hereto. q. Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies.

EXHIBIT A. CONSTRUCTION & FIBER SPECIFICATIONS
A. CONSTRUCTION SPECIFICATIONS
[RESERVED]
B. FIBER SPECIFICATIONS

OPTICAL SPECIFICATIONS
Attenuation
Uncabled Fiber Attenuation Cells
W
avelength (nm)
Attenuation Cells (dB/km)
Premium Standard
1310 <0.35 <0.40
1550 <0.25 0.30
Attenuatio
n vs. Wavelength
Range
(nm)
Ref. 
(nm)
Max Increase
 (dB/km)
1285 - 1330 1310 0.05
1525 – 1575 1550 0.05
Attenuatio
n With Bending
Mandrel
Diameter (mm)
Number
of Turns
Wavelength
(nm)
Induced
Attenuation (dB)
32 1 1550 < 0.50
75 100 1310 < 0.05
75 100 1550 < 0.10
Ca
ble Cutoff Wavelength (ccf) • Mode-Field Diameter
ccf < 1260 nm 9.30 +/- 0.50 μm at 1310 nm

10.50 +/- 1.00 μm at 1550 nm
Dispersion
Zero Dispersion Wavelength (λο): 1301.5 nm  λο  1321.5 nm Zero Dispersion Slope (Sο):  0.092 ps/(nm² • km)
Fiber Polarization Mode Dispersion Coefficient (PMD):  0.5 ps/ km Dispersion Calculation
SO 04
Dispersion = D ():  4 3 ps/(nm * km), for 1200 nm    1600 nm ( =
Operating Wavelength)


POINT DISCONTINUITY
No point discontinuity greater than

0.10 dB at either 1310 nm or 1550 nm.

ATTENUATION AT THE WATER PEAK
The attenuation at 1383 +/-3 nm does not
exceed 2.1 dB/km.

The attenuation in a given
wavelength range does not exceed
the attenuation of the reference
wavelength  by more than the
value 
The induced attenuation due to
fiber wrapped around a mandrel of
a specified diameter.

ENVIRONMENTAL SPECIFICATION
Enviro
nmental Test Condition
Induced
Attenuation (dB/km)
1310 nm 1550 nm
Temperature Dependence
-60o C to +85o C*
0.05
0.05
Temperature-Humidity Cycling
10o C to +85oC*, up to 98% RH 0.05 0.05
Water Immersion, 23oC 0.05 0.05
Heat Aging, 85oC 0.05 0.05
*refere
nce temperature = +23oC

DIMENSIONAL SPECIFICATIONS
Standard Length (km/reel): 2.2 – 25.2
*longer spliced lengths available at a premium.

Glass Geometry Coating Geometry
Fiber Curl:  4.0 m radius of curvature Coating Diameter: 245  10 µm Cladding Diameter: 125.0 ± 1.0 µm Coating –Cladding Concentricity < 12 µm Core-Clad Concentricity:  0.6 µm
Cladding Non-Circularity:  1.0%
Defined as: [ Min. Cladding Diameter ] x 100 Max. Cladding Diameter
MECH

ANICAL SPECIFICATIONS
Proof Te
st:

The entire length of fiber is subjected to a tensile proof stress  100 kpsi (0.7 GN/m2)*.

Operating Temperature Range
-60o C to +85o C
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EXHIBIT B. FIBER CABLE SPLICING, TESTING AND ACCEPTANCE STANDARDS

1. The Party testing fibers hereunder (“Testing Party”) will pe rform all tests on Licensed Fiber(s) as laid out in Paragraphs 2, 3, and 4 and as applicable to the respective party. The tests should at a minimum follow the requirements and meet the criteria as laid out in Paragraphs 5 and 6. The Testing Party will use the test equipment and follow the testing standards as laid out in Paragraph 7. The Testing Party will confirm operations according to the standards as laid out in Paragraph 8.

2. The Testing Party will take and record power level readings on all Licensed Fiber(s) at both wavelengths in both directions. The Testing Party will then begin bi-directional OTDR testing of all Licensed Fiber(s). The Testing Party will produce for its use and provide copies to the Non-Te sting Party of the OTDR traces recorded according to the standards in Paragraph 8.

3. During the initial construction, it is only possible to measure the fiber from one di rection. Because of this, splices will be qualified by the Testing Party during initial construction by being measured with an OTDR from only one direction.
(a) OTDR measurements of the splice losses will be m ade and recorded. These measurements MUST BE MADE AFTER THE SPLICE HANDHOLD OR MANHOLE IS CLOSED in order to check for macro-bending problems. (b) When notified by the Party providing fibers hereu nder that testing may begin, the pigtail test may be performed for that site.
(c) As splice points are completed, OTDR measurements of the splice losses will be made and recorded by the Testing Party. These measurements must be made after t he splice handhold or manhole is closed in order to check for macro-bending problems. The Testing Party will provide copies of these measurements to the Non-Testing Party upon completion of measurements.

4. Continuity tests will be done to verify that no fibers hav e been “frogged” or crossed in any of the splice points.

Loss measurements will be recorded using a laser source and a power meter. OTDR traces will be taken and splice loss measurements will be recorded. The Testing Party will also store OTDR traces and pr ovide copies to the Non- Testing Party.
(a) Once the fiber color and buffer tube color have been recorded, a laser light source will be attached and a power meter reading will be taken at the far end. Then power level readings should be taken in the opposite direction.

The power measurements should be made at 1550nm. Copies of all measurement documentation will be provided to the Non-Testing Party.
(b) b. The OTDR traces will be taken at 1550 nm. Lo ss measurements for each splice should be measured and recorded in both directions. These loss values shoul d then be averaged. The traces for all fibers should be recorded on diskettes and provided to the Non-Testing Party. Copies of all measurement documentation will be provided to the Non-Testing Party.

5. The loss value of the pigtail connector and its associat ed splice with matching mode field diameters will not exceed .5dB at 1550 nm. The loss value of the pigtail connector and its associated splice with mismatched mode field diameters should not exceed .8 dB. For values greater than this, the splice will be broken and re-spliced until an acceptable loss value is achieved. If the loss value is not less than 0.5 dB, the splice will be marked as Out-of-Spec (OOS) and will be initialed by the Testing Party representa tive on the data sheet. The Testing Party will then provide all documentation to the Non-Testing Pa rty. Spectrum will remedy the situat ion per contractual arrangements. The objective for each splice is a loss of 0.0 dB. Since this may not always be achievable, when measured in one direction with an OTDR, a loss of less than 0.15 dB will be acceptable. If after 3 attempts, the Testing Party was not able to produce a loss value of less than 0.15, th en 0.3 dB will be acceptable. If after two (2) additional attempts, a value of less than 0.3 dB is not achievable, t hen the splice will be marked as Out-of-S pec (OOS) and initialed by the Testing Party on the data sheet. It should be noted that if final acceptance of a splice is made based on bi-directional OTDR data that proves to be unaccept able, the Non-Testing Party will notify the Te sting Party who will remedy the situation per contractual agreement. Copies of all data will be provided to the No n-Testing Party at completion of testing.

6. The test requirements for the bi-directional testing are as follows (for all testing, it is critical that all test connections are clean during all testing procedures):
(a) The continuity test should prove t hat there is a one-to-one correspondence of all fibers. Any “frogs” or fibers that cross in route will be remedied by the Spectrum upon notification, per contractual agreement.

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(b)
Bi-directional OTDR data will be the tool used to make acceptance of the fibers. The average loss of each splice should not exceed 0.15 dB. Any splice points that exceed this value will be marked Out-of-Spec (OOS) and initialed by the Testing Party representative on the data sheet. The Testing Party will then provide copies of all data to the Non-Testing Party, and the Party providing the fibers hereunder will remedy the situation per contractual agreement.

7. The OTDR’s that are acceptable for testing are the Laser Precision TD100 0A, TD2000, TD3000, Photon Kinetics, or compatible. Again, it should be noted that it is vital that during all tests (OTDR, power meter, etc) that all connectors are clean. This can dramatically affect results if this is not resolved. The following settings should be used during the various tests:

For all OTDR’s the following index of refraction settings should be used– Index of Refraction
Fiber type 1550 nm
AT&T TruWave 1.4700
AT&T Depress Clading 1.4670
Corning SMF-28 1.4684
Sumitomo 1.4670
Corning SMF-LS 1.4700
LEAF 1.4690
OTDR Parameters TD3000
1550 nm
TD4000
1550 nm
Pigtail 8 km Range 4 km Range
50 ns Pulse 50 ns Pulse
1 m Resolution 0.5 Resolution
10 Seconds 30 Seconds
NOTE: INSURE

VERTICAL AND

HORIZONTAL

OFFSETS ARE SET
AT ZERO (0)
NOTE: INSURE

VERTICAL AND

HORIZONTAL

OFFSETS ARE SET
AT ZERO (0)
Bi-directional 1550 nm 1550 nm
64 km Range 64 km Range
500 ns Pulse 1001 ns Pulse
4 m Resolution 4 m Resolution
Medium averaging Time: 1.5 min.

NOTE: FOR SPANS
LONGER THAN 64
KM, SET AT 128 KM

SETTING
NOTE: FOR SPANS
LONGER THAN 64
KM, SET AT 128 KM

SETTING
2000 ns 2500 ns
4 m resolution 4 m resolution
Time: 1.5 min Time: 1.5 min
F
or Spans which are longer than 64 km between regens, a TD 3000 will be required set at 128 km range setting. Bi- directional data will only be required at 1550 nm.

8. On the data sheets, t he party providing the fiber must fill in all cable information. These three forms to contain the following information.
(a) Power level readings taken with a laser source and power meter must be recorded for every fiber on this sheet. In the column marked fiber, the fiber color must be recorded. In the buffer column, the buffer tube or ribbon color must be recorded. The pigtail column is for recording the pigtail number, which is attached to that particular fiber.

On the opposite side of the page the corresponding values at the far end of the cable must be recorded. Each fiber between two sites should fill up both sides of the page, so that a total of 24 fibers will fit on each sheet. Additional sheets may be used if needed. The laser source power at 1550nm must be recorded followed by the received power at the far end of the cable. Copies of measurement documentation taken on each fiber will be provided to the non- testing party upon completion of testing.
(b) The loss at each splice point as well as the bi-directi onal test data taken on a cabl e installation. One sheet should be used for each fiber. The distance from Site A must be recorded for all splice points. Each measurement made on a particular splice point must be noted with the va lue measured by the OTDR in one direction. OOS splices DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Dark Fiber License Agreement v 200226 CONFIDENTIAL Page 19 of 25 © 2020 Charter Communications, all rights reserved.

will be initialed by the Testing Party. For the bi-direction al OTDR testing, distance from site A must be recorded for each splice point. The loss at each splice point must be recorded at both wavelengths in both directions on the spaces provided. The Testing Party must then average this number to obtain the aver age splice loss at each splice point for the fiber. Again, the Testing Party w ill initial OOS splices. Copies of all measurement documentation taken on each fiber will be provided to the Non-Testing Party upon completion of testing.

(c) Record information about the fiber cable between t he two sites. One sheet s hould be used for each pair of sites. Cable manufacturer, cable type (buffer/ribbon), glass type, cable reel number, number of fibers, and number of fibers per tube must be recorded for eac h section of cable between splice point s. The distance from site A must be recorded for each splice point. The distance value may be written in at the time the OTDR data is being accumulated.

Copies of all measurement documentation taken will be provided to the Non-Testing Party upon completion of testing.

(d) OTDR traces taken for bi-directional testing, and the OTDR traces of the pigtail launch splice must be recorded on floppy diskette. OTDR traces taken for bi-directional testing and the OTDR traces of the pigtail splice must be recorded on floppy diskette and provided to the other party . To name the traces, each party will provide alpha abbreviations for the sites. The 8-character file name plus 3- character file extension name should follow this example:

First four letters = source point
Letters 5, 6, 7 = Destination point
8th letter = wavelength
Extension = fiber number

Examples:

Springfield to Lebanon at 1550 nm, fiber 96 = sgfdlbn5.096 Springfield to Monett pigtail trace on fiber 1 = sgfdmntp.001

The OTDR traces will be taken at 1550nm.

NOTE: ALL HEADER INFORMATION ON OTDR TRACE MUST BE COMPLETED.

EXHIBIT C. MAINTENANCE PROCEDURES
I. PREVENTATIVE, DEMAND AND EMERGENCY MAINTENANCE
(a) Preventative Maintenance: Preventative Maintenance refers to upgrades, and or routine maintenance or necessary alteration/repair of hardware or software or upgrades to increase capacity. Preventative Maintenance may temporarily degrade the quality of the service, including possible outages. Preventative Maintenance shall be undertaken only between the hours of 12:01 AM to 6:00 AM (local time) Monday – Friday. Where necessary but not routine, activity may be scheduled by Spectrum or 3rd par ty entities on Saturday and Sunday. High risk activity may be scheduled during day time hours for safety reasons. The Party performing such maintenance shall provide at least ten business (10) days prior notice to the other Party of Preventative Maintenance.

Preventative Maintenance performed by Spectrum shall commence with respect to the Licensed Fiber(s) upon the commencement of the grant of License hereunder. Preventative Maintenance performed by Spectrum shall include the following activities:
(i) Patrol of System route on a regularly scheduled basis; (ii) Maintenance of a “Call-Before-You-Dig” program and all required and related cable locates; (iii) Maintenance of sign posts along the System right-of-way with the number of the local “Call-Before-You-Dig” organization and the “800” number for the appropriate “Call-Before-You-Dig” program; and (iv) Assignment of maintenance technici ans to locations along the route of the System at approximately 200-mile intervals dependent upon terrain and accessibility. (ii) Licensee shall immediately report the need for Unscheduled Maintenance to Spectrum in accordance with procedures promulgated by Spectrum from time to time. Spectrum will log the time of Licensee’s report, verify the problem and dispatch personnel immediately to take corrective action. (b) Emergency Maintenance (Unscheduled Maintenance or Repair) : Emergency Maintenance shall be performed by or under the direction of Spectrum in response to an alarm identification by Spectrum’s Network Operations Center (“NOC”), notification by Licensee or notification by any third party of any failure, interruption or impairment in the operation of a Licensed Fiber, or any event imminently likel y to cause the failure, interruption or impairment in the operation of a Li censed Fiber. Work to address an Emergency Maintenance situation may degrade the quality of or cause outages. Spectrum may undertake Emergency Maintenance at any time deemed necessary but shall make commercially reasonable efforts to perform such maintenance within the hours identified for Preventative Maintenance if possible. Spectrum shall provide notice of Emergency Maintenance to Licensee as soon as is commercially practicable under the circumstance but when reasonably possible; provide notice twenty-four (24) hours in advance. Whenever prior notice is given, Licensee agrees to acknowled ge notice of the emergency event in a reasonable period of time and in all events, Licensee will ta ke necessary steps to notify key personnel internally in order for the Spectrum to correct or repair the affected area. (c) Demand Maintenance: “Demand” maintenance is work necessary to restore service to one or more end- users of Spectrum and/or maintenance work required when a deficiency is found wh en performing Preventative Maintenance work. Spectrum may undertake Demand Maintena nce immediately. Spectrum shall provide notice of Demand Maintenance to Licensee as soon as is commercially practicable under the circumstances.

DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1

(d) Notification: Spectrum shall provide Licensee with notice of Preventative Maintenance or as soon as possible in the case of Emergency or Demand Maintenance to t he following by means of electronic mail notification and telephone:

Party Reporting
Change/Maintenance Activity
Notification Method
Spectrum Email To:

[email protected]
Licensee Email To:
[email protected]

Licensee shall notify Spectrum of any failure, interruption or impairment in the operation of a Licensed Fiber, or any event imminently likely to cause the failure, interruption or impairment in the operation of a Licensed Fiber.

Notifications for planned change/maintenance activities should be sent as follows:

Party Reporting
Change/Maintenance Activity
Notification Method
Spectrum Email To:

[email protected]
Licensee Email To:
[email protected]

Notifications should include the following information:
• Name and contact information
• Ticket number or reference for the change/maintenance activity • Severity/Priority
• Maintenance/Change Type
• Time activity is scheduled to start
• Estimated time of completion
• Circuit IDs and/or sites impacted (or potentially impacted) • Dark fiber locations may also be communicated by using the following where a circuit ID is unavailable:
 A/Z Physical Address Location
 Utility Pole Identifier
 Fiber Sheath tag or identifier

Licensee shall have the right to be present, at its so le cost and expense, during the performance of any Maintenance so long as this requirement does not interfer e with Spectrum’s ability to perform its obligations under this Agreement. If Maintenance is canceled or delayed fo r whatever reason as previously notified, Spectrum shall notify Licensee at Spectrum’s earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity.

II. SPECTRUM ENTERPRISE NETWORK OPERATIONS CENTER.

Spectrum operates and maintains an operations center, Spectrum Enterprise Network Operations Center (CB NOC), which is staffed twenty-four (2 4) hours a day, seven (7) days a week. Spectrum shall have a maintenance employee at the site requiring Emergency or Demand Maintenance activity within four (4) hours after the time Spectrum becomes aware of an event requiring Emergency or Demand Maintenance, unless delayed by circumstances beyond the reasonable control of Spectrum.

III. COOPERATION AND COORDINATION.

Licensee shall utilize the Spectrum Enterprise NOC Esca lation List, as updated from time to time, to report and seek immediate initial redress of exceptions noted in the performance of Spectrum in meeting maintenance service objectives. The following is the initial Spectrum Enterprise Network Operations Center Escalation List.

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© 2020 Charter Communications, all rights reserved.
(a) TROUBLE REPORTING PROCEDURES
T
o report suspected problems on the Licensed Fiber(s) please call our Spectrum Enterprise NOC at (866) 785-5681.

We will request the following information related to the problem you are reporting:

1. Company name

2. Your name

3. Your phone number

4. Licensee Contact name and number

5. Licensee account number

6. Licensee trouble ticket number

7. Fiber origination and termination locations

8. Time of trouble onset

9. Nature of observed trouble

10. Is Licensed Fiber(s) released to Licensee for testing? Once our Spectrum Enterprise NOC representative has re ceived all of this information a Licensee Trouble Ticket will be assigned and investigation of your re port will begin. Once the status of your report has been determined the Spectrum Enterprise NOC will contact your designated co ntact individual at the appropriate number to discuss the findings.
(b) Spectrum will, as necessary, arrange for unescorted ac cess for Licensee to all sites of the System, subject to applicable contractual, underlying real property and other third-party limitations and restrictions. (c) If that any Maintenance hereunder requires a traffic ro ll or reconfiguration involvin g cable, fiber, electronic equipment, or regeneration or other fac ilities of the Licensee, then Licensee shall, at Spectrum’s reasonable request, make such personnel of Licensee available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with Spectrum in performing such maintenance as required of Spectrum hereunder.

IV. FACILITIES. Spectrum shall maintain the System in a manner which will permit Licensee’s use, in accordance with the terms and conditions provided under the terms of the Agreement.

V. CABLE; FIBERS.
a) Spectrum shall perform appropriate Preventative Maintenance on the System in accordance with Spectrum’s then current preventative maintenance procedures, which shall not substantially deviate from standard industry practice.
(b) Spectrum shall have qualified representatives on site any time Spectrum has reasonable advance knowledge that another person or entity is engaging in construction activities or otherwise digging within five (5) feet of the Cable.

VI. SUBCONTRACTING. Spectrum may subcontract any of the maintenance services hereunder; provided that Spectrum shall require the subcontractor(s) to perform in accordance with the requirement and procedures set forth herein. Spectrum shall remain responsible for all acts and omissions of the subcontra cts, and the use of any such subcontractor shall not relieve Spectrum of any of its obligations hereunder.

LICENSED FIBER ORDER
THIS LICENSED FIBER ORDER (“Licensed Fiber Order”), dated (the “Effective Date ”) by and between Charter Communications Operating, LLC on behalf of those oper ating subsidiaries providing the Service(s) hereunder (“Spectrum”) and City of Manhattan Beach (“Licensee”) and is governed by and subject to terms of the Dark Fiber License Agreement (“Agreement”), dated , by and between Licensee and Spectrum. Except as specifically provided herein with respect to this Licensed Fiber Order, all other terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

Spectrum Sales Support Contact Information
Major Account Manager: Dre Galindo
Phone: (626) 388-0637
Email: [email protected]
Customer Information: Customer Code
Business Name
City of Manhattan
Beach Customer Type: Existing Customer
Billing Address
Attention To: Account Number
1400 HIGHLAND AVE MANHATTAN BEACH CA
90266 8448300340139556
Billing Contact
Billing Contact
Phone Billing Contact Email Address
Tatyana Roujenova-Peltekova 310-802- 5572 [email protected] Authorized Contact
Authorized
Contact Phone Authorized Contact Email Address
City Manager (310) 802-5053
Technical Contact
Technical
Contact Phone Technical Contact Email Address
Tatyana Roujenova-Peltekova 310-802- 5572 [email protected]

1. Syste
m Route. The planned route of the Licensed Fibers is set forth in Attachment 1 to this Licensed Fiber Order.

2. Monthly License Fee. The Monthly License Fee represents the aggregate monthly fee for all Licensed Fiber strands.

3. Taxes, Fees, and Surcharges. There are currently no surcharges, fees or taxes applied to Dark Fiber in the State of California, and as such, no taxes, fees or surcharges will be applied to the Licensee’s invoice.

Monthly License Fee One Time
Charges
Number/ Type of
Fibers
System Route
Length (miles)
Initial Order
Term
$3,815.00 $0.00 14 20.7 60
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© 2020 Ch
arter Communications, all rights reserved.

The Parties have cause
d their duly authorized representatives to execute this Licensed Fiber Order.

Authorized Signature for Licensee Charter Communications Operating, LLC By: Charter Communications, Inc., its Manager
By: By:

Name: Name:

Title: Title:

Date: Date:

LOC AZ I P CODE LOC ZZ I P CODE TERM PRICE
1400 Highland Ave Manhattan Beach CA 90266 425 15th ST Manhattan Berach CA 90266 60 $545.00 1400 Highland Ave Manhattan Beach CA 90266 1800 N Peck Ave, Manhattan Beach CA 90266 60 $545.00 1400 Highland Ave Manhattan Beach CA 90266 1600 Manhattan Beach blvd Manhattan Beach ca 90266 60 $545.00 1400 Highland Ave Manhattan Beach CA 90266 1431 6th St Manhattan Beach CA 90266 60 $545.00 1400 Highland Ave Manhattan Bea ch CA 90266 3621 Bell Ave Manhattan Beach CA 90266 60 $545.00 1400 Highland Ave Manhattan Beach CA 90266 1601 N Valley Drive Manhattan Beach CA 90266 60 $545.00 1400 Highland Ave Manhattan Beach CA 90266 1400 Manhattan Beach Blvd Manhattan Beach CA 90266 60 $545.00 $3,815.00
Bruce Moe
City Manager
ATTEST:

By: ________________________________
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:

By: ________________________________
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:

By: _________________________________
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:

By: _________________________________
Name: Terry Hackelman
Title: Information Technology Director
DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1 Lynne Bell
VP Strategic Sales
2/15/2022
2/17/2022
2/22/2022
200226-Dark Fiber Template CONFIDENTIAL Page 25 of 25
© 2020 Charter Communications, all rights reserved.

Attachment 1
DocuSign Envelope ID: 16902DE0-0BD4-4FD4-9197-8BB0D79542E1

Manhattan Beach City CouncilMarch 1, 2022

Manhattan Beach City Council
March 1, 2022