HomeMy WebLinkAboutPR 24039: CONTRACT WITH SPECTRUM, RV PARK ON PLEASURE ISLAND c r <r
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www.PortArthurTx.gov
INTEROFFICE MEMORANDUM
Date: November 19, 2024
To: The Honorable Mayor and City Council
Through: Ron Burton, City Manager
From: George Davis, Director of Pleasure Island
RE: P.R. 24039—Contract with Spectrum for internet and video services in the RV
Park on Pleasure Island at 150 Pleasure Pier Boulevard.
Introduction:
The intent of this Agenda Item is to request the City Council's approval of P.R. No. 24039
authorizing the City Manager to execute a 60-month (5-year) Communications Network and
Service Agreement with Spectrum Gulf Coast, LLC,for the operation,use,maintenance,repair,
upgrade, replacement, and/or removal of internet and video services at the RV Park located on
Pleasure Island, 150 Pleasure Pier Boulevard. The agreement has a total projected contract cost
of $177,738.36; however, Spectrum will provide a one-time credit of $15,400.00, thereby
reducing the total projected cost to $162,338.36; which will be paid in an approximate amount
of$35,000.00 per year, with subsequent years subject to City Council's annual appropriation.
Background:
Tenants in the RV Park currently have internet and cable services. After contacting Spectrum
to discuss transferring the billing into the name of the City of Port Arthur, staff was notified that
the original agreement had expired and a new one needed to be executed.
Spectrum Gulf Coast has provided a Communication Network and Service Agreement to ensure
tenants have continued access to streaming capabilities for internet and television services. The
Bulk Service Fee is $30.00 per unit for 77 units, totaling $2,310.00 per month (plus applicable
fees and an annual rate increase),with the estimated cost over a five-year period(60 months)as
follows: Year 1 —$32,346.72, Year 2—$32,346.72, Year 3 —$35,772.84, Year 4—$37,641.60,
and Year 5 —$39,630.48, resulting in a total projected contract value of$177,738.36. However,
Spectrum will credit the City a"Door Fee"(One-Time)Payment of$200.00 per unit for 77 units,
totaling $15,400.00,resulting in an adjusted total projected contract value of$162,338.36.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8182 X FAX 409.983.8294
Budget Impact:
The total projected budgetary impact of$162,338.36 will be paid in an approximate amount of
$35,000.00 per year, with subsequent years subject to City Council's annual appropriation.
Funding in the Communications Account No. 450-60-405-5482-00-00-000 is contingent upon
approval of a budget amendment via adoption of Proposed Ordinance No. 7297.
Recommendation:
It is recommended that the City Council approve P.R. No. 24039 authorizing the City Manager
to execute a 60-month(5 year)Communications Network and Service Agreement with Spectrum
Gulf Coast, LLC to operate, use, maintain, repair, upgrade, replace and/or remove internet and
video services in the RV Park on Pleasure Island at 150 Pleasure Pier Boulevard.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8182 X FAX 409.983.8294
r
P. R. 24039
11/19/24 gd
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A 60-
MONTH (5 YEAR) COMMUNICATIONS NETWORK AND SERVICE
AGREEMENT WITH SPECTRUM GULF COAST, LLC TO OPERATE, USE,
MAINTAIN, REPAIR, UPGRADE, REPLACE AND/OR REMOVE INTERNET
AND VIDEO SERVICES IN THE RV PARK ON PLEASURE ISLAND
LOCATED AT 150 PLEASURE PIER BOULEVARD. THE AGREEMENT HAS
A TOTAL PROJECTED CONTRACT COST OF $177,738.36; HOWEVER,
SPECTRUM WILL PROVIDE A ONE-TIME CREDIT OF $15,400.00,
THEREBY REDUCING THE TOTAL PROJECTED COST TO $162,338.36;
WHICH WILL BE PAID IN AN APPROXIMATE AMOUNT OF$35,000.00 PER
YEAR, WITH SUBSEQUENT YEARS SUBJECT TO CITY COUNCIL'S
ANNUAL APPROPRIATION; FUNDING IN THE COMMUNICATIONS
ACCOUNT NO. 450-60-405-5482-00-00-000 IS CONTINGENT UPON
APPROVAL OF A BUDGET AMENDMENT VIA ADOPTION OF PROPOSED
ORDINANCE NO. 7297.
WHEREAS, on October 21, 2024, the City of Port Arthur notified PI RV Resort and
Investment Corporation to vacate the premises of the RV Park on Pleasure Island at 150 Pleasure
Pier Boulevard; and,
WHEREAS, on November 7, 2024, city staff met with PI RV Resort and Investment
Corporation to discuss the expiration of the lease agreement and the notice to vacate the premises;
and,
WHEREAS, on November 7, 2024, city staff and PI RV Resort and Investment
Corporation agreed to extend the notice to vacate the RV Park on Pleasure Island at 150 Pleasure
Pier,to December 20, 2024; and,
WHEREAS, on November 11, 2024, PI RV Resort and Investment Corporation notified
the tenants in the RV Park at 150 Pleasure Pier Boulevard that all services would be discontinued;
and,
WHEREAS,the RV Park on Pleasure Island at 150 Pleasure Pier Boulevard currently has
internet and cable services; and,
WHEREAS,Spectrum Gulf Coast,Inc. (Spectrum)informed the City of Port Arthur's staff
on November 14, 2024,the lease expired April 4, 2023, and is currently in auto-renew; and,
WHEREAS, Spectrum Gulf Coast has provided a Communication Network and Service
Agreement, attached hereto as Exhibit "A" to ensure tenants have continued access to streaming
capabilities for internet and television services; and
P.R. 24039
11/19/24 gd
WHEREAS, the Bulk Service Fee is $30.00 per unit for 77 units, totaling $2,310.00 per
month (plus applicable fees and an annual rate increase), with the estimated cost over a five-year
period (60 months) as follows: Year 1 — $32,346.72, Year 2 — $32,346.72, Year 3 — $35,772.84,
Year 4 — $37,641.60, and Year 5 — $39,630.48, resulting in a total projected contract cost of
$177,738.36 as delineated in Exhibit"A"; and,
WHEREAS, Spectrum will credit the City a"Door Fee" (One-Time) Payment of$200.00
per Unit x 77 Units= $15,400.00,thereby decreasing total projected contract cost to $162,338.36;
and,
WHEREAS, the new total projected cost of$162,338.36 will be paid in an approximate
amount of $35,000.00 per year, with subsequent years subject to City Council's annual
appropriation; and,
WHEREAS, this type of procurement which is available from sole source is authorized
pursuant §252.022(a)(7) of the Texas Local Government Code; now therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,
TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council hereby authorizes the City Manager to execute a
Communications Network and Service Agreement, in substantially the same form as Exhibit"A",
with Spectrum Gulf Coast, LLC for a term period of 60 months (5 years) for interne and video
services.
Section 3. That the Agreement has a total projected contract cost of $177,738.36;
however, Spectrum will provide a one-time credit of $15,400.00, thereby reducing the total
projected cost to $162,338.36; which will be paid in an approximate amount of$35,000.00 per
year,with subsequent years subject to City Council's annual appropriation.
Section 4. That this expenditure is contingent on a budget amendment by the Finance
Director with approval from Council to appropriate funding to Communications Account,Account
Number 450-60-405-5482-00-00-000.
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED, AND APPROVED THIS day of . 2024 at a
Regular Meeting of the City of Port Arthur, Texas by the following vote:
AYES: (Mayor)
h
P. R. 24039
11/19/24 gd
Councilmembers:
Noes:
Thurman Bill Bartie
Mayor
ATTEST:
Sherri Bellard
City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo
City Attorney
PROVED AS TO AD NISTRATION:
,..._ pm, 1...3. fti 70
Ron Burton, CPM (4010City Manager
George avis
Director of Pleasure Island
P. R. 24039
11/19/24 gd
J 'sir
Clifton Williams, CPPB
Purchasing Manager
APPROVED AS TO AVAILABILITY OF FUNDS:
ac,„2„..v
Lynda Boswell,
Director of Finance
P. R. 24039
11/19/24 gd
Exhibit "A"
Spectrum. csrum ONS
Executive Level Deal Approvals
ESTIMATE
Year 1 — $32,346.72
Year 2 — $32,346.72
Year 3- $35,772.84
Year 4- $37,641.60
Year 5- $39,630.48
Total contract value $177,738.36
$177,738.36 - Door Fee (One-Time) Payment of $15,400 = $162,338.36
Spectrum. SOIUT ONS
Michel Landry
Account Executive, Community Solutions
23110 Aldine Westfield Rd 1 Spring, TX 773731 C 346-403-0331
Email: michel.landry@charter.com
For dedicated bulk customer support please call:
Bulk Owner Customer Support: 877-647-7732
Bulk Tenant Customer Support: 833-697-7328
Managed Wi-Fi Customer Support: 855-895-5302
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APARTMENT ASSOCIATION!NTgVg *LThNILA,ION
COMMUNICATIONS NETWORK AND SERVICE AGREEMENT
(Bulk)
The pages that precede the signature blocks below are referred to as the"Property-Specific Terms". The Property-Specific Terms together with the Attachments
listed below constitute the Communications Network and Service Agreement("Agreement"),which is entered into by the following customer("Owner")and service
provider("Operator")on the"Effective Date"set forth under Operator's signature below. Each of Owner and Operator may be referred to in the Agreement as a
"party",and,together,as the"parties". Capitalized terms used in these Property-Specific Terms without definition will have the meanings assigned to them in the
applicable Attachment.
Owner Name and Billing/Legal Notice Addresses: Operator Name and Legal Notice Addresses:
City of Port Arthur,Texas Spectrum Gulf Coast,LLC
Billing Office and Notice Address: All Notices Sent to Office at:
444 Fourth St 12405 Powerscourt Drive
Port Arthur,TX 77640 St.Louis,MO 63131
Attn: City of Port Arthur,Texas Attn: Legal Department—Operations
Telephone: 409-960-1592
All Notices Also Sent to Office at:
All Notices Also Sent to(if applicable): 6399 South Fiddler's Green Circle,Sixth Floor
444 4th Street Greenwood Village,CO 80111
Port Arthur,TX 77641 Attn: Legal Department—MDU
Attn: George Davis
All Notices Also Sent to:
DL-SCS-Legal@charter.com
Property Information: Owner's Property Management Company Information(if applicable):
Property Address: Corporate Office Address:
City of Port Arthur,Texas
150 PLEASURE PIER BLVD
PORT ARTHUR,TX 77640 Attn:
Attn: George Davis Telephone:
Telephone: (409)721-5161
Property Type:RV/Marina
Number of Units:77
On-Site Contact Name: George Davis Contact Name:
On-Site Telephone: 409-960-1592 Contact Telephone:
On-Site Email: george.davis@portarthurtx.gov Contact Email:
Owner owns(or is building),or, in the case of an owner's association,is the authorized representative for the multi-unit property referred to above(including the
underlying land and all improvements thereon,the"Property"). Owner and Operator desire that Operator install(as necessary)and operate the System to make the
Services available to Users in accordance with the terms of the Agreement. Owner and Operator agree as follows:
1. Term. The Agreement commences on the Effective Date and may be terminated by either party at any time after the end of the Service Commitment Period
by providing a Termination Notice(defined hereafter)(the"Term").
2. Service Commitment Period. The"Service Commitment Period"is 60 months and commences on the later of the following two dates:(a)the date that System
installation or upgrading is complete(or the Effective Date if Operator currently serves the Property and no System modifications are required);or(b)if Owner
is purchasing any Bulk Service under the Agreement, the date that Operator first begins billing Owner the full(undiscounted)Bulk Service Fee to all Units .
3. Termination Notice. In addition to any early termination rights contained elsewhere in the Agreement,either party may terminate the Agreement after the end
of the Service Commitment Period by providing the other with a termination notice(the"Termination Notice"). The Termination Notice must provide at least 90
days advance notice of termination.
4. Service Activation Date and Commencement of Billing. Operator will begin providing and billing for Services(to Users for individually-billed Services and/or
to Owner for Services provided on a bulk-billed basis)on the Service Activation Date. The"Service Activation Date"is:
Charter Communications Confidental '✓J 2024 Charter Communications Inc.All rights reserved.
•No later than 60 days after the Effective Date.
5. Special Terms. The following special terms supplement and/or supersede, as the case may be and as the context requires, any contrary terms in the
Attachments.
5.1 Door Fee(One-Time)Payment. $200.00 per Unit,for a potential total of$15,400.00.
5.2 Owner Remittance Address. Operator shall send all payments to Owner to the following address: WATER VIEW RV RESORT,444 Fourth St, Port
Arthur,TX,77640,Attn:City of Port Arthur,Texas
5.3 Non-Exclusive Use of In-Unit Wiring. Notwithstanding any contrary provisions in any Attachment,Operator has the non-exclusive right to use the wiring
located within a User's Unit(sometimes referred to as the In-Unit Wiring)on a non-concurrent basis as described in the applicable Attachment.
5.4 Bulk Service Fee. The"Bulk Service Fee"is$30.00 per Unit x 77 Units=$2,310.00 per month(plus applicable taxes and fees)for the Services provided
on a bulk-billed basis as described below. Operator may increase the Bulk Service Fee by 6%each year beginning the later of the(a)January following
the start of the Service Commitment Period,unless the Service Commitment Period starts on the Effective Date and the Effective Date occurs in October,
November,or December,in which case Operator shall not increase the Bulk Service Fee until January of the following calendar year or(b)January, as
further specified in the applicable Bulk Service Attachment(s).
5.5 Bulk Video Service. Owner is purchasing from Operator on a bulk-billed basis(a)the Service currently known as Spectrum TV®Select Signature;and
(b)the CPE,if any,listed in the Section below,if any(collectively,the"Bulk Video Service"). The Bulk Video Service will be provided to the appropriately
installed CPE provided by Operator. Upgrades to the Bulk Video Service,if available,will be provided per Operator's then-current terms and conditions.
Concurrently with signing the Agreement,Owner shall provide Operator with a complete list of addresses of all Units to receive the Bulk Video Service.
The channel line-up for the Bulk Video Service is available at https://www.spectrum.com/bulk-channel-lineup or the applicable successor URL.
5.6 Bulk Video Service CPE. The Bulk Service Fee includes the following Bulk Video Service CPE(if any is necessary to receive Bulk Video Services):
Owner Responsible
• digital set-top box(es)per Unit. Operator will install this CPE. Owner is responsible for returning the CPE to Operator(the set-top box replacement
cost is$97 per unit). Users may request CPE upgrades directly from Operator,and,if available,will be provided per Operator's then-current terms and
conditions. If a User upgrades CPE,then the User becomes responsible for all video Service CPE,and when such User vacates the Unit,Owner is
responsible to contact Operator to request that Operator install new CPE for such Unit. Owner is responsible for such newly-installed CPE.
5.7 Bulk Internet Service. Owner is purchasing from Operator on a bulk-billed basis(a)the Service currently known as Advanced Community WiFi Standard
(400 Mbps x 10 Mbps) ("Advanced Community WiFi"for the purposes of the Bulk Internet Services Attachment);and(b)the CPE listed in the Section
below,if any(collectively,the"Bulk Internet Service"). The Bulk Internet Service will be provided to the appropriately installed CPE provided by Operator.
Upgrades to the Bulk Internet Service, if available, will be provided per Operator's then-current terms and conditions. Concurrently with signing the
Agreement,Owner shall provide Operator with a complete list of addresses of all Units to receive the Bulk Internet Service.
5.8 Bulk Internet Service CPE. The Bulk Service Fee includes the following Bulk Internet Service CPE(if any is necessary to receive Bulk Internet Service):
Owner Responsible
•one modem and wireless router per Unit. Operator will install this CPE. Owner is responsible for returning the CPE to Operator. Users may request
CPE upgrades directly from Operator,and,if available,will be provided per Operator's then-current terms and conditions. If a User upgrades CPE,then
the User becomes responsible for all Internet Service CPE,and when such User vacates the Unit,Owner is responsible to contact Operator to request
that Operator install new CPE for such Unit. Owner is responsible for such newly-installed CPE.
•the modem contained within the in-unit media distribution hub. Operator will install this CPE. Owner is responsible for returning the CPE to Operator.
No upgrades are available for this CPE.
6. Attachments. The following Attachments are incorporated into and made a part of the Agreement by this reference.
System Installation and Services Attachment
Internal Wiring(Owner Install or Upgrade)Attachment
2
Non-Exclusive Marketing Rights Attachment
Door Fee(One-Time)Payment Attachment
Bulk Video Attachment
Bulk Internet Attachment ACW
7. Signatures;Authority. The individuals signing below represent to Owner and Operator that they are duly authorized to execute and deliver the Agreement
on behalf of the entity for which they have signed. Electronic signatures or exact copies(such as facsimiles)of original signatures will have the same force
and effect as original signatures.
OWNER OPERATOR
City of Port Arthur,TeXas "'m . ' Spectrum Gulf Coast,LLC
kW
By: Charter Communications,I 'fidQlana r
,, 1,Pir
'
Signature ` Signature
Ron Burton Kara Strutz
Printed Name Printed Name
Owner Director,Spectrum Community Soiutions
Title Title
Effective Date:
3
SYSTEM INSTALLATION AND SERVICES ATTACHMENT
1. Certain Defined Terms.When capitalized in the Agreement,the following terms have the following meanings:
"Association" means a resident-controlled owner's association for the Property, including a homeowners' association,
condominium owners' association, etc.
"Authorized Representative" means any affiliate, employee, agent, contractor, or other authorized representative of
the subject party.
"Claim" means any claim, dispute, controversy, demand,allegation, suit, action or proceeding.
"CPE" means customer premises equipment, including converters, receivers, set-top boxes, modems, routers,
gateways, and other similar devices placed within a Unit.
"Demarcation Point" means (a) for Properties with buildings containing multiple dwelling Units (such as apartment
complexes, condominiums, etc.), the point at which Operator's distribution plant becomes dedicated to a single or
multiple Units; (b) for Properties with stand-alone Units (such as single family homes, garden-style apartments,
townhomes, mobile homes, etc.), the distribution panel located on the exterior of each such Unit; and (c) for
Properties where there are transient Units or no Units (such as RV Parks, marinas, etc.), to an agreed upon or existing
termination point. The location of Demarcation Points may be further specified in the Plans.
"Equipment" means all conduit, wiring (including fiber, coaxial cable, category of performance wiring, copper, etc.),
hardware (including wireless access points, optical network units (ONUs), gateways, switches, routers, amplifiers,
etc.), software, facilities (including building entrance facilities, vaults, above-ground enclosures, pedestals, lockboxes,
etc.), equipment and all other network infrastructure installed, upgraded or used by Operator at the Property to
provide the Services, but excluding the Internal Wiring and CPE.
"Force Maieure Event" means an event or condition beyond a party's reasonable control, including an act of God or
government, failure or delay caused by utilities, suppliers or carriers, weather, war, riot, strike, work stoppages,
insurrection, vandalism, cabling cuts by third parties, and loss of the right to use rights of way or frequencies, but
excluding payment of monies due.
"Internal Wiring" means the wiring on the User side of the Demarcation Point that is or may be used by Operator to
deliver Services, regardless of whether in use at any given time.
"IOT" means the Internet of Things, as commonly understood in the telecommunications industry.
"Laws" means all applicable federal, state, and local statutes, rules, regulations, and ordinances, including the rules
and regulations of the Federal Communications Commission ("FCC"), and any necessary federal, state and local
permits, licenses and approvals.
"Liabilities" means any and all losses, damages, judgments, obligations, costs, assessments, deficiencies, expenses
(including court costs and attorneys' fees), physical damage to tangible personal property, bodily injury, death and
any other liabilities.
"Pathways" means all conduits, poles, moldings, risers, raceways, shafts and similar pathways and areas at the
Property installed, owned or controlled by Operator, Owner or a third party where the System is or will be installed.
"Plans" means the construction plan, design application, scope of work, construction responsibility matrix, or other
plans for installation of the System, or, where there are no plans or the plans do not adequately address a specific
requirement, Operator's then-current installation methods. Operator owns all right, title and interest in and to the
Plans, and the Plans are the confidential information of Operator.
"Services" means all services that Operator and its affiliates offer in the Service Area, including any Services provided
on a bulk basis under an Attachment.
"Service Area" means the territory in which the Property is located for which Operator holds a then-current franchise
or other legal authority to provide Services.
"Subscriber Terms" means any subscription agreement, terms and conditions of use, acceptable use policies, privacy
policies, and other similar policies, in each case as established and modified by Operator in its sole discretion from
time-to-time, without notice to Owner or Users, regarding the purchase and use of Services and made available to
Users. Subscriber Terms include the (a) acceptable use policy applicable to Internet Services located at
httos://www.spectrum.com/policies/residential-terms,html (or successor URL); (b) privacy policy applicable to the
Internet Services located at https://www.spectrum.com/policies/spectrum-customer-privacy-policy.html (or successor
URL); and (c) general terms of Service located at https://www.spectrum,com/policies/residential-general-terms-and-
conditions-of-service (or successor URL).
"System" means the Equipment and Internal Wiring.
"Taxes" means any taxes, assessments, fees, charges and other similar costs levied, assessed or imposed by any
governmental authority with jurisdiction over a party, including personal property taxes, ad valorem, and real estate-
related taxes.
"Unit" means a single dwelling unit, billing unit or outlet, common area (including clubhouse, recreation center, etc.),
lot, or boat berth, in each case to which Services are to be provided, as the case may be and as the context
reasonably requires.
CONFIDENTIAL 1
"User" means a Unit owner or occupant, Owner, Owner Authorized Representative, or other person at the Property,
including temporary guests, who subscribe to or are permitted under the Agreement to receive Services.
2. Right of Access.
2.1 Grant of Access. Owner grants to Operator and its Authorized Representatives a non-exclusive right of access
across, under, over, within and through the Property (including within buildings and other improvements and the right
to use all Pathways) to permit Operator to exercise its rights and fulfill its obligations under the Agreement ("Right of
Access"), including the right, on an exclusive or nonexclusive basis as set forth in the Agreement, to (a) install,
operate, use, maintain, repair, upgrade, replace and remove the System; and (b) offer, provide and market Services.
This Right of Access commences on the Effective Date and automatically terminates concurrently with the Agreement,
except that Operator will have an additional 60-day period after the Term to access the Property to remove or dispose
of the System as permitted by the Agreement.
2.2 Use of Space and Pathways. The Right of Access includes adequate space for Operator to install the System
components that it is obligated to install under the Agreement, in locations mutually acceptable to Owner and
Operator. Any Pathways where the System is to be located that are owned by Owner or a third party will, as between
Owner and Operator, be owned by Owner, and Owner grants to Operator the nonexclusive right to access, use, and
maintain the Pathways. If Owner is an Association or cooperative and only has the authority to provide Operator with
access to the common areas of the Property, then this Right of Access automatically will be limited to the common
areas. If any Unit owner or occupant does not provide Operator with access to their unit to install, maintain and
operate the System, Operator shall have no obligation to perform any of its obligations under the Agreement with
respect to such Unit(including providing Services).
2.3 Other Terms. Owner may be required to execute and have notarized a separate Memorandum of Agreement that
includes additional Right of Access terms. Operator may record such Memorandum of Agreement at any time. In the
event of any conflict or inconsistency between the terms of this Section and any separately signed Memorandum of
Agreement which is required to be executed, the terms of the Memorandum of Agreement govern and control. Owner
may grant other rights of access to the Property only if other grants do not interfere with the Right of Access or
Operator's use of the System. Operator will have 24x7 access to the System to address emergency conditions.
Operator will conduct all routine work at the Property, including installations, disconnections, routine maintenance and
testing, during normal and reasonable working hours established by Owner for the Property. At either party's request,
an Owner Authorized Representative will accompany Operator's Authorized Representatives while accessing the
Property. Notwithstanding any contrary provision in the Agreement, if Laws require Owner to provide Operator with
access to the Property for the provision of any Service, then (a) Operator will continue to own and be permitted to
access and use any System components as provided in the Agreement to provide Services to the Property; and (b)
any System ownership and removal rights will apply once Laws no longer provide for Operator's access to the
Property. Nothing in this Section will operate as, or be construed to be, a waiver of any rights that Operator may have
under any Laws, and all rights are reserved by Operator.
3. System Installation. Ownership. Use and Removal.
3.1 Property Inspection. Operator may perform a site survey at the Property prior to System installation or activation
of Services. Upon Operator's request, Owner shall provide Operator with all available maps, plats, as-builts and
similar drawings of the Property showing improvements (including risers, raceways and similar pathways therein),
utility locations, easements, rights of way and similar items affecting System installation. If Operator determines, in
its sole discretion, that it would not be commercially sensible to install the System (due to technical issues, costs,
Laws, etc.), then Operator will discuss such situation with Owner and, if the parties are unable to come to a resolution,
Operator may either terminate the Agreement upon notice to Owner or move forward with installation notwithstanding
such situation.
3.2 Equipment Installation; Power. Operator shall, at its sole cost, install the Equipment in a good and workmanlike
manner and in accordance with accepted industry standards, Laws and the Plans. Operator shall perform its work at
the Property in a manner that reasonably minimizes interference with the operation of the Property and the peaceful
enjoyment of the Property by Users. Owner is responsible, at its sole cost, for opening and closing all trenches where
the System will be located, and Owner shall ensure that trenches are sufficiently wide and deep to accommodate the
Equipment and comply with Laws. Operator may connect to and use standard electric power sufficient to operate the
System from the existing electrical sources located at the Property, and the cost of electrical power is included within
the consideration provided to Owner under the Agreement.
3.3 Relocation. If Owner desires Operator to relocate any portion of the System, or do additional installation work not
required by the Plans, then Owner shall reimburse Operator for all costs actually incurred by Operator(on a time and
materials basis at Operator's then-current standard rates) in developing the requested plans and performing any
work.
3.4 Removal and Property Restoration. Upon termination of the Agreement and subject to the Right of Access,
Operator may either remove the Equipment or leave the Equipment in place, in each case in whole or in part. If
Operator fails to remove the Equipment within the time frame permitted by the Right of Access, then any Equipment
not removed will be deemed abandoned in place and title thereto automatically will vest in Owner without further
action, cost or liability to either party. Any disposal of the Equipment by Owner will be in compliance with Laws.
Operator shall, at its sole cost, repair and restore all portions of the Property damaged by Operator to its condition
existing immediately prior to any damage, regardless of whether the damage occurred during installation, operation,
maintenance, or removal activities.
3.5 Ownership. Maintenance and Use of Equipment. Operator owns and has the exclusive right to access, operate,
maintain, upgrade, replace and remove the Equipment. Except as specifically set forth otherwise in the Agreement,
CONFIDENTIAL 2
the Equipment will at all times remain the personal property of Operator, and is not, and will not be deemed to be,
affixed to or a fixture of the Property. Operator retains the risk of damage to and loss of the Equipment, unless
damage or loss is caused by Owner or its Authorized Representatives, in which case Owner promptly shall reimburse
Operator for its actual costs to repair or replace any damaged or lost Equipment. Owner shall not, and Owner shall
not permit any third party to, access, move, use or interfere with the Equipment. Operator shall at all times keep the
Equipment in good order, repair and condition, in compliance with Laws. Repeated damage to the Equipment may
result in a suspension or termination of Services instead of repair or replacement. Owner shall cooperate with
Operator to safeguard any Equipment located within Units or other private or secured areas and assist Operator in
removing and recovering any Equipment located within a Unit.
3.6 Internal Wiring Installation. Ownership, Use and Removal. Internal Wiring installation, ownership and use rights
and obligations are set forth in the applicable Attachment for Internal Wiring.
3.7 CPE. Unless provided otherwise in an Attachment, Operator owns all CPE provided to Users or Owner or supplied
to the Property. The type of CPE provided to Users will be in Operator's sole discretion and subject to availability and
change at any time without notice. If a User desires different or additional CPE, then, subject to Operator's policies,
availability, and compatibility with any other Services being provided at the Property, such User must obtain any
different or additional CPE directly from Operator under Operator's then-current terms and conditions. Users are
responsible for any lost, stolen, damaged or unreturned CPE at Operator's then-current replacement charges, and are
responsible for returning all CPE to Operator after termination of Services, unless Owner specifically is responsible for
any CPE as set forth in the Property-Specific Terms or an Attachment, in which case Owner is responsible for such CPE.
CPE replacement may take up to 30 days. Unless specified otherwise in the Property-Specific Terms, each User is
responsible to order, pick up and self-install CPE or may, at User's option, arrange directly with Operator to have
Operator perform any installation at its then-current rates. Owner will use commercially reasonable efforts to
safeguard and return to Operator any CPE left by Users in vacated Units, the Property management office, or other
areas of the Property.
3.8 Liens. Operator shall not allow any materialman's or mechanic's liens to attach to the Property in connection with
Operator's construction of the System, provision of Services, or performance of the Agreement. Operator shall be
responsible for the satisfaction or payment of any liens for any provider of work, labor, material or services claiming
by, through or under Operator. Operator shall discharge any liens that are filed in connection with Operator's work
within 30 days after receiving notice from Owner of such lien by bonding, payment or otherwise at Operator's sole
cost unless Operator has contested, in good faith and by appropriate proceedings, any such liens.
4. System Protection and Interference.
4.1 System Protection. Once the System is installed, it may not be accessed, relocated, removed, disturbed, used or
interfered with by Owner or any third party. Owner shall use commercially reasonable efforts to safeguard the System
against damage and unauthorized use. If Owner becomes aware of any unauthorized use of the System or receipt of
the Services, then Owner promptly shall notify Operator and cooperate with Operator to end the unauthorized use of
the System or receipt of Services.
4.2 System Interference. If there is any condition at the Property that interferes with Operator's use of the System or
provision of Services, does not comply with technical specifications established by the FCC, including signal leakage,
or poses a risk to any person or damage to the System, Operator reserves the right to (a) discontinue the Services to
the non-compliant Unit or, at Operator's sole discretion, to the Property, until such time as such interference is cured
by Owner or User, as applicable; (b) terminate the Agreement upon notice to Owner; and (c) take any other legal
actions as Operator deems necessary. During any interference where Operator elects to continue providing Services,
Operator's Services may be degraded due to the effects of such interference and any degraded Services will not be a
breach of the Agreement.
5. Services.
5.1 General Operator Obligations. Owner grants to Operator the right to offer and provide Services at the Property,
as may be further detailed in other Attachments. The terms and conditions under which Users purchase and Operator
provides Services (including installations and billing) will be pursuant to agreements entered into between Operator
and a User or Operator and Owner under a separate Attachment. Owner acknowledges that any person using the
Services must abide by and is bound by the Subscribers Terms and Operator may, with or without notice and without
breaching the Agreement, suspend, disconnect or refuse to provide Services or CPE to any person who fails to
execute, accept or abide by the Subscriber Terms. Subject to Laws, Operator has the right to select and make
changes to the programming comprising the video Services offered to persons located in the Service Area (including
Users), or add to, discontinue or change the rates and Services or any features, technology or components available to
the Property as Operator deems necessary or desirable in its sole discretion. Owner acknowledges that Operator uses
certain programming and content owned or provided by third parties and Owner shall not make any Claims against
Operator or its affiliates if certain programming or content is interrupted, discontinued or substituted. The rates
Operator charges Users will be consistent with the residential rates Operator generally charges in the Service Area, as
the same may change from time-to-time. The signal quality of the video Services will meet or exceed any applicable
standards prescribed by the FCC. Owner shall not (a) enter into any bulk-billed, bulk-provision (regardless of whether
for a fee), bulk or volume discount, or any other similar arrangement with any other provider at the Property for
services similar to the Services; or(b) except as specifically provided by the applicable Attachment (which may allow
Owner to charge Users), sell, resell, or redistribute the Services or CPE to any third party (including a User), or permit
any third party to do so.
5.2 Owner Obligations Reoardina User Access Suspension and Reactivation. If Owner is specifically permitted to
suspend/reactivate any User's access to Service Set Identifier(s) (SSIDs) used at the Property, then Owner shall be
CONFIDENTIAL 3
responsible for(a) educating itself about, and strictly complying with, all Laws related to suspending and reactivating
such access; (b) providing prior written disclosure to all potentially affected Users, specifying the conditions and
process for suspending and reactivating the access; and (c) providing prior notices to affected Users as required by
Laws. Because any access suspension and reactivation is solely Owner's decision and action, Owner shall be liable to
Operator for any Claims or issues resulting from such actions, including loss of use of IOT devices or functionality.
Notwithstanding any contrary provision in the Agreement, Owner may not be able to suspend access for any User that
purchases additional Internet Services directly from Operator. Operator is entitled to, at any time and without notice
or liability to Owner, reestablish access and/or Services and/or disable any features providing Owner the ability to
suspend/reactivate User access,
5.3 Privacy and Compliance with Subscriber Terms. Operator treats private communications on or through its
network or using any Internet service it provides as confidential and does not access, use or disclose the contents of
private communications, except in limited circumstances and as permitted or required by Laws. Users are not
authorized to use any Service without prior review and acceptance of the Subscriber Terms. If Operator advises Owner
that there is no electronic "click-through" method that requires individual Users (including Owner) to read and accept
the Subscriber Terms before using the applicable Service(s), and Operator provides written copies of the Subscriber
Terms for Owner to distribute to Users, then Owner shall provide the Subscriber Terms in written form for each User to
review and Owner shall obtain and maintain in its files each User's written acceptance thereof.
6. Owner's Representations and Warranties. Owner represents, warrants and covenants to Operator that(a) Owner
is either(i) the sole legal and equitable owner in fee simple of the Property; or(ii) Owner holds a controlling interest in
the Property; or (iii) Owner is the sole lessee of the Property for the duration of the Term; or (iv) is an Association
representing the Property and the legal owner(s) of the Units; (b) Owner has the full power and authority to negotiate,
execute, deliver and perform the Agreement and the legal authority to bind the legal owner(s) of and the holder of fee
title to the Property and the Units to (or make the foregoing parties subject to) the Agreement; (c)the legal description
attached to the Right of Access is the complete, accurate, and current legal description for the Property; (d) neither
Owner nor the Property is subject to or has been threatened with any bankruptcy proceeding,foreclosure action, deed-
in-lieu-of-foreclosure transaction, litigation or Claims that could adversely affect Operator's rights under the
Agreement; (e) Owner owns or has the right to grant to Operator the right to use all Pathways and System
components not owned by Operator as contemplated by the Agreement; (f) Owner shall not rebroadcast or display the
Services in a public place or use any part of the Services in connection with a "public performance" unless it has
obtained the requisite licenses, consents, and authorizations(including those for music rights, rebroadcast rights, etc.)
and paid the appropriate fees (including license fees, music royalties, etc.); (g) Owner is not subject to, and during the
Term shall not become subject to, any agreement or understanding with any third party that conflicts with the
Agreement; and (h) as of the Effective Date, Owner is not required to obtain any additional consent or approval, to
make any filing, or to provide any notices (including approval of Unit owners) in connection with entering into or
performing the Agreement.
7. Operator's Representation and Warranties. Operator represents, warrants and covenants to Owner that (a)
Operator has the full power and authority to negotiate, execute, deliver and perform the Agreement; (b) Operator is
not subject to, and during the Term shall not become subject to, any agreement or understanding with any third party
that conflicts with the Agreement; (c) Operator has all necessary approvals, consents and governmental
authorizations, licenses and permits to provide the Services and shall comply with all Laws applicable to the System
and provision of Services; and (d) Operator will maintain during the Term all required licenses, permits, and approvals
necessary to permit Operator to operate the System and provide the Services.
8. Indemnification.
8.1 From Operator. Operator will defend, indemnify and hold harmless Owner and, as applicable, Owner's Authorized
Representatives,from and against all Liabilities incurred by Owner and its Authorized Representatives that result from
third-party Claims of(a) bodily injury or death; or(b) damage to tangible personal property (excluding software, data
and other intellectual property rights) or real property; for each of the foregoing clauses(a) and (b) where such Claims
are based on Operator's or Operator's Authorized Representatives' (i) negligence or willful misconduct while at the
Property; (ii) breach of any representation or warranty made by Operator under the Agreement; (iii) violation of a third
party's rights; or(iv) violation of Laws. The indemnity provisions of this Section shall not apply to the extent that any
Liabilities are attributable to the negligence or intentional misconduct of Owner or its Authorized Representatives.
8.2 From Owner. Owner will defend, indemnify and hold harmless Operator and, as applicable, Operator's Authorized
Representatives, from and against all Liabilities incurred by Operator and its Authorized Representatives that result
from third-party (including Users or governmental authorities) Claims (a) of bodily injury or death; (b) of damage to
tangible personal or real property; for each of the foregoing clauses (a) and (b) where such Claims are based on
Owner's or Owner's Authorized Representatives' (i) negligence or willful misconduct while at the Property; (ii) breach
of any representation or warranty made by Owner under the Agreement; (iii) violation of a third party's rights; or(iv)
violation of Laws; (c) arising out of Owner's actions or inaction under Section 5.2 (Owner Obligations Regarding User
Access Suspension and Reactivation); (d) relating to any inability to use or failure of functionality of Users' IOT
applications and devices connected to the System; (e) relating to data privacy or security across the System; or (f)
that Users failed to comply with the Subscriber Terms and where Owner has breached Section 5.3 (Privacy and
Compliance with Subscriber Terms). The indemnity provisions of clauses (a) and (b) of this Section shall not apply to
the extent that any Liabilities are attributable to the negligence or intentional misconduct of Operator or its Authorized
Representatives._
8.3 Procedures. A party seeking defense and indemnification under this Section ("Indemnitee") promptly shall (a)
notify the other party ("Indemnitor") of any Claim for which it is requesting indemnification and tender the defense;
and (b) provide all reasonably available facts, circumstances, documents and particulars of the Claim and reasonably
assist where requested to enable Indemnitor to defend, settle, and indemnify for such Claim. Failure to promptly
CONFIDENTIAL 4
comply with the foregoing sentence shall not relieve Indemnitor of its obligations under this Section, except to the
extent that such delay or failure materially and demonstrably prejudices Indemnitor's ability to defend or settle such
Claim and results in an increase in Liabilities in connection therewith. The Indemnitor, at its sole cost, shall promptly
assume the defense and control of such Claim using counsel of its own choosing that is reasonably satisfactory to
Indemnitee. Indemnitor promptly shall confirm in writing to Indemnitee that it has assumed the defense and control of
the Claim in compliance with this Section. If Indemnitor fails to provide such notice to Indemnitee, then Indemnitee
may proceed with defending or settling such Claim under the terms of this Section as if it were the Indemnitor, and it
shall notify Indemnitor that it has done so. Indemnitor shall have sole control over such defense, investigation, and
settlement negotiations, provided that Indemnitor shall not settle any Claim without first disclosing all terms of the
settlement to Indemnitee and obtaining Indemnitee's prior approval. Indemnitee may withhold approval if the
settlement does not provide Indemnitee with a full release regarding such Claim. If Indemnitor timely complies with
its obligations under this Section, then Indemnitee shall be responsible for any attorneys' fees or other costs or
expenses it incurs in connection with the Claim (such as its own costs of investigation, verification, review, tender,
etc.).
9. Default and Remedies.
9.1 Default. The following will constitute material breaches of the Agreement: (a) a party breaches or fails to meet or
perform any material representation, warranty, covenant or other obligation contained in the Agreement and then
fails to cure such matter within 30 days (or such other time period specified in the Agreement) after receiving notice
from the non-breaching party that reasonably details the breach so as to permit the breaching party to pursue a cure,
unless such breach is not reasonably curable within such period, in which case the breaching party will not be deemed
to be in breach so long as it has commenced a cure within such period and diligently pursues such cure to completion;
(b) a party becomes insolvent or a debtor in a bankruptcy or similar action or proceeding; or(c)the Property becomes
subject to foreclosure or similar action or proceeding. Notwithstanding any contrary provision in the Agreement, if a
party is required to act pursuant to Laws prior to the required notice or cure period in this Section,then such party will
be entitled to act without being in breach of the Agreement.
9.2 Remedies. Except as specifically provided otherwise in the Agreement, and in addition to the other rights granted
in the Agreement, the non-breaching party will be entitled to seek all remedies available at law or in equity with
respect to a breach of the Agreement by the breaching party (including injunctive relief and specific performance in
cases where a breach is causing or would cause irreparable damage or where no adequate remedy at law is
available), and such rights and remedies will be cumulative. If the breaching party fails to cure a breach of the
Agreement, then the non-breaching party may, in addition to all other available remedies, terminate the Agreement
upon notice to the breaching party. If Owner is obligated to pay for any Services under the Agreement and Owner
defaults pursuant to this Section, then in addition to any other remedies available to Operator, Operator may, without
further notice, suspend such Services until the default is cured or stop providing any or all of such Services to Owner
and instead begin providing such Services directly to Users on an individually-billed basis during the remainder of the
Term. Operator may also terminate the Agreement upon notice to Owner if the System has been damaged more than
three times in any 12-month period due to vandalism, unauthorized access, or other activity not authorized by
Operator.
9.3 Termination Payment. If the Agreement is (a) improperly terminated by Owner; (b) properly terminated by
Operator as permitted by the Agreement; or (c) not assumed by any assignee or successor of Owner (regardless of
whether such assignee or successor acquires the Property by purchase, transfer, operation of Laws, or otherwise),
then Owner shall pay to Operator, within 30 days after the date of Operator's invoice therefor, an amount equal to
Operator's reasonably expected revenues for the remainder of the Term had the Agreement been fully performed by
the parties until the earliest date of termination permitted by the Property-Specific Terms (the "Termination
Payment"). Nothing in this Section affects ownership or disposition of the System. If Operator timely receives the
Termination Payment from Owner, the Agreement automatically will terminate (if not already terminated) and the
remedies provided for in this Section will be Operator's sole remedy and Owner's sole liability for a termination of the
Agreement covered by this Section. If another Attachment provides for a different early termination fee or payment,
then that Attachment will apply instead of this Section.
9.4 Competing For Owner's Business. Operator intends to always compete for Owner's business on price and quality
of service. Therefore, in the event Owner is considering competing proposals from another provider for any services
similar to the Services after the Term, Owner shall notify Operator and provide Operator 30 days to submit a proposal
pursuant to which Operator would offer such services on the same or more favorable terms to Owner. If Operator
provides a proposal that is the same or more favorable than the proposal from another provider, then Owner agrees to
work with Operator to purchase such services from Operator and, at Owner's discretion, negotiate either an
amendment to this Agreement or a new agreement.
10. Disclaimer of Warranties: Limitation of Liability: Assumed Risks. EXCEPT AS OTHERWISE STATED IN THE
AGREEMENT, OPERATOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SYSTEM, CPE, OR THE
SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, OR NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND ALL SUCH
WARRANTIES ARE HEREBY DISCLAIMED BY OPERATOR AND WAIVED BY OWNER TO THE EXTENT NOT PROHIBITED BY LAWS. IN
NO EVENT WILL OPERATOR BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, INCLUDING DAMAGES BASED ON LOSS OF SERVICE, REVENUE, RENT,
PROFIT OR BUSINESS OPPORTUNITY. ALL CLAIMS UNDER THIS AGREEMENT MUST BE INITIATED NO LATER THAN
ONE YEAR AFTER THE OCCURRENCE GIVING RISE THERETO OR THEY WILL BE DEEMED WAIVED, EXCEPT WITH
RESPECT TO CLAIMS BY OWNER RELATING TO SERVICE CHARGES OR INVOICES FROM OPERATOR OR FOR PAYMENTS DUE FROM
OR MADE BY OPERATOR, WHICH MUST BE INITIATED NO LATER THAN SIX MONTHS AFTER THE DATE OF SUCH CHARGE, INVOICE,
CONFIDENTIAL 5
PAYMENT, OR PAYMENT DUE DATE. THIS SECTION APPLIES NOTWITHSTANDING ANY CLAIM THAT IT DEPRIVES A
PARTY OF AN ADEQUATE REMEDY OR CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.
THE PERFORMANCE OF INTERNET SERVICES MAY VARY FROM TIME TO TIME BASED ON OVERALL
NETWORK USAGE, ENVIRONMENTAL CONDITIONS, DEVICE LIMITATIONS, AND OTHER FACTORS, AND NO
MINIMUM TRANSMISSION SPEED, UP-TIME OR AVAILABILITY IS GUARANTEED AT ANY TIME. OPERATOR
WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH ANY USE OF THE INTERNET SERVICES BY USERS,
INCLUDING FEES INCURRED BY USERS FOR THIRD PARTY CONTENT, PRODUCTS OR SERVICES, OR
CIRCUMSTANCES WHERE THE USE OR LOSS OF INTERNET SERVICES RESULTS IN CHARGES BY THIRD
PARTIES, FILE OR DATA CORRUPTION OR LOSS, HARDWARE OR SOFTWARE DAMAGE OR LOSS (INCLUDING
FROM VIRUSES AND OTHER MALEVOLENT ACTS OR THINGS). OPERATOR MAKES NO WARRANTY AS TO
THE SECURITY OF USER COMMUNICATIONS VIA THE SYSTEM OR THE SERVICES, OR THAT THIRD PARTIES
WILL NOT GAIN UNAUTHORIZED ACCESS TO OR MONITOR USER COMMUNICATIONS. OPERATOR MAKES
NO WARRANTY THAT DATA OR FILES SENT BY OR TO USERS WILL BE TRANSMITTED IN A SECURE,
ENCRYPTED OR UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME.
OWNER HAS NOT RELIED ON OPERATOR FOR ANY PRIVACY OR SECURITY ADVICE, SECURITY MONITORING,
SECURITY EVENT MITIGATION, OR THREAT IDENTIFICATION IN CONNECTION WITH THE INTERNET
SERVICES OR USERS' IOT APPLICATIONS OR DEVICES, OR OTHER APPLICATIONS OR DEVICES (WHETHER
BY USERS OR THIRD PARTIES), CONNECTED TO THE SYSTEM. OWNER IS RESPONSIBLE FOR
ESTABLISHING AND MAINTAINING ITS OWN BACKUP SYSTEMS FOR REDUNDANCY TO ENSURE
CONTINUOUS IOT DEVICE OPERATION. OWNER IS RESPONSIBLE FOR AND ASSUMES ALL LIABILITY OF ANY
LOSS OF INFORMATION, SECURITY BREACHES OR INCIDENTS AND TRANSMISSION OF MALICIOUS THINGS
OVER OR RELATED TO THE INTERNET SERVICES, USERS' IOT APPLICATIONS OR DEVICES AND ANY OTHER
APPLICATIONS OR DEVICES CONNECTED TO THE SYSTEM.
11. Confidentiality. Except as specifically allowed in the Agreement, and except for disclosures required by Laws, Owner
and Operator will keep confidential and not disclose to any other person the terms, conditions and other information
provided in connection with the performance of the Agreement except to financial, legal, and other advisors, and to
prospective lenders or purchasers of the Property or System, in each case on a need-to-know basis and provided that
such recipients are obligated in writing to maintain the confidentiality of the terms of the Agreement without further
disclosure to any other party.
12. Notices. Unless otherwise specified in the Agreement, all notices or other communications given in connection with
the Agreement will be in writing and will be given by prepaid U.S. certified mail, return receipt requested, or nationally
recognized overnight courier service to the applicable addresses set forth at the head of the Agreement or to any
other address hereafter directed by a party in writing in compliance with this Section. If questioned, the party sending
a notice will have the burden to prove receipt or rejection. Rejected notices sent to the most recent address provided
by a party pursuant to this Section will be deemed delivered.
13. Assignment. Except as specifically permitted below, neither party will assign the Agreement without the prior
consent of the other. Operator may perform any of its obligations under the Agreement using its Authorized
Representatives, but Operator shall remain responsible for the performance of such Authorized Representatives.
Operator will not be obligated to provide remuneration of any kind to any Owner assignee until a fully-executed,
written assumption agreement is provided to Operator.
13.1 Affiliates; Business Chanae; Collateral. Either party may assign the Agreement without notice to or
consent from the other party to (a) any affiliate that is at least as capable as the assignor to perform its obligations
under this Agreement during the Term; (b) any successor entity in the event of such party's transfer of all or
substantially all of its assets or stock, merger, spin-off, consolidation, reorganization or other business combination; (c)
a lender, as an assignment of collateral to secure credit extended to such party; or(d) in the case of Operator, to any
entity that purchases Operator's assets used to provide Services in the Service Area.
13.2 Sale of Property, Associations. If Owner sells or otherwise transfers the Property, Owner shall (a)
promptly provide Operator with the name, address, telephone, and contact name of the new owner of the Property, as
well as a fully-executed copy of such purchaser's written agreement to assume the Agreement; and (b) make the
assumption of the Agreement by the new owner of the Property a condition of any sale, transfer or assignment of the
Property. If Owner is a developer of the Property, promptly upon the creation at any time of an Association, Owner
shall assign all of its rights and delegate all of its duties under the Agreement to Association and shall cause
Association to assume the Agreement and all of Owner's rights and obligations hereunder. If the Agreement is not
assumed by Association within a reasonable time, not to exceed 180 days after the creation of Association, then, upon
notice from Operator, Owner shall pay to Operator the Termination Payment. Upon receipt of a written assumption
agreement and if Owner is then current on all payments due to Operator, Owner will be relieved of any further liability
or obligations to Operator under the Agreement that are attributable to the period after Operator has received a copy
of such written assumption agreement and the new owner or Association, as applicable, will become "Owner" under
the Agreement.
14. Force Majeure Events. Notwithstanding any contrary provision in the Agreement, neither party will be liable to the
other or in breach of the Agreement for any delay or failure to perform under the Agreement if such delay or failure is
the result, in whole or part, of any Force Majeure Event; and Operator may, but will not be required to, rebuild any
portion of the Equipment substantially damaged or destroyed by a Force Majeure Event or other casualty. So long as
the non-performing party diligently and continuously attempts to cure the non-performance caused by the Force
Majeure Event, the Term and time for performance equitably will be extended to account for the delay caused by the
Force Majeure Event.
CONFIDENTIAL 6
15. Compliance with Laws: Governing Law: Waiver of Jury Trial. The Agreement is subject to, and in the
performance of their respective obligations under the Agreement the parties will comply with, all Laws, and such
compliance is not a breach of the Agreement. Unless otherwise stated in the Agreement, nothing in the Agreement
will operate as a waiver of a party's rights under Laws. The Agreement is governed by the laws of the state in which
the Property is located (the "State"), other than such Laws that would result in the application of the laws of a
jurisdiction other than the State. The parties submit to in-personam jurisdiction of the State and waive any objection
to improper venue in the applicable federal and state courts located in the State. If Laws prohibit Owner from granting
or Operator from obtaining any of the exclusive rights granted under the Agreement, then such rights automatically
will be deemed non-exclusive, but only to the extent and for so long as required by Laws. TO THE EXTENT NOT
PROHIBITED BY LAWS, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO, AND SHALL NOT REQUEST, A TRIAL
BY JURY WITH RESPECT TO ANY CLAIM BROUGHT BY A PARTY AGAINST THE OTHER REGARDING ANY MATTER ARISING
OUT OF OR RELATED TO THE AGREEMENT.
16. Severability. If any provision of the Agreement is found under Laws to be unenforceable, unreasonable or overbroad,
then (a) the parties desire that such provision be enforced to the maximum extent deemed to be reasonable and not
overbroad; (b) the parties desire that such provision be modified so that it is enforceable as nearly as possible to the
intent of the original provision; (c) thereafter,the parties shall cooperate in good faith to amend such provision so that
it is enforceable and meets the intent of the original provision as nearly as possible; and (d) the remainder of the
Agreement will be unaffected and will continue in full force.
17. Scope of Agreement: Modifications: Waivers. The Agreement constitutes the entire agreement between Owner
and Operator with respect to, and supersedes all other agreements and discussions, regardless of whether written or
oral or contained in a prior proposal, relating to,the subject matter contained herein. The Agreement can be modified
or changed only by a written instrument signed by both parties. The Agreement constitutes an agreement solely
among the parties hereto, and is not intended to and will not confer any rights, remedies, obligations or liabilities,
legal or equitable, on any person (including any User or Claimant) other than the parties hereto and their respective
successors or assigns, or otherwise constitute any person (including any User or Claimant) a third party beneficiary
under or by reason of the Agreement. A party's waiver of enforcement of any of the terms or conditions of the
Agreement will be effective against such party only if contained in a written instrument signed by an Authorized
Representative of such party. The waiver of a party's breach of the Agreement or failure to perform any covenant,
condition or obligation will not constitute or be construed to be a waiver of any succeeding breach or failure. No
course of dealing or performance between the parties, nor any delay in exercising any rights or remedies, will operate
as a waiver of any of the rights or remedies of a party. The relationship between Owner and Operator is that of
independent contractors, and not one of principal and agent, joint venture or partnership. Individuals employed by
each party are not employees of the other, and the employing party assumes full responsibility for the acts and
omissions of its own employees acting in the course and scope of employment. Each party has and retains the right
to exercise full control of and supervision over employment, direction, compensation, and discharge of its employees,
including compliance with Social Security, withholdings, Workers' Compensation, unemployment, payroll taxes, and all
other taxes and regulations governing such matters.
18. Taxes: IRS Form W-9. Owner is solely responsible to pay all Taxes in connection with providing Operator with any
space for the System, use of Internal Wiring, or receiving any form of compensation (monetary, in-kind, etc.) from
Operator under the Agreement, except for Taxes based on Operator's income or business operations generally (e.g.,
employee withholdings, unemployment, social security, workers' compensation, etc.). Owner shall provide a
completed and signed IRS Form W-9 to Operator concurrently with its signature of the Agreement or Operator will not
be obligated to provide Owner with remuneration of any kind (monetary, in-kind,etc.) under the Agreement.
19. Enforcement Costs. If any proceeding is brought by a party to enforce or interpret any term or provision of the
Agreement, then the prevailing party (that is, the party whose requested relief is closest to the relief finally obtained)
in such proceeding will be entitled to recover, in addition to all other relief as set forth in the Agreement, that party's
reasonable attorneys' and experts'fees and expenses.
20. Operator Facilities. Operator may install, operate, maintain, repair, upgrade and remove, at its sole cost and
expense, one or more antennae, radios, wiring, and other communications equipment and related facilities
(collectively, "Operator Facilities") in the Pathways and on the roof and parapets of the Property buildings to provide
communications services to Operator's customers. Operator will provide to Owner plans and specifications reasonably
detailing the types and location of the Operator Facilities, and such plans will be subject to Owner's prior consent.
Owner's consent will be deemed given if Owner does not consent or object in writing within ten days after receiving
Operator's request for consent to the proposed plans. The Operator Facilities are completely separate from, and not a
part of, the System; provided, however, that the parties' rights and obligations that are applicable to "Equipment"
under the Agreement shall apply to the Operator Facilities to the extent that such terms do not conflict with this
Section (the "Operator Facilities Terms"). Operator shall operate the Operator Facilities in compliance with Laws,
including the right to use any frequencies permitted by Laws. Notwithstanding the expiration or earlier termination of
the Agreement, the Operator Facilities Terms will continue to apply until Owner provides Operator with notice that
Owner desires Operator to remove the Operator Facilities from the Property. Operator will have six months after
receiving such notice from Owner to cease operating and remove the Operator Facilities and repair any damage to the
Property as required by the Agreement.
21. Rules of Construction. For all purposes of the Agreement, except as otherwise specified elsewhere in the
Agreement or unless the context clearly requires otherwise: (a) where the Agreement requires or contemplates,
approval, acceptance, authorization, waiver, amendment, change or consent be given by a party, such actions will be
in writing and signed by an authorized signatory of such party, and will not unreasonably be with withheld, conditioned
or delayed; (b) references to "day(s)" means calendar day(s), and includes weekends and holidays, unless specifically
stated otherwise (e.g., "business day(s)"); (c) if there are any conflicting or inconsistent terms among Property-Specific
CONFIDENTIAL 7
Terms, Subscriber Terms, or any Attachment, then Property-Specific Terms will control to the extent of such conflict or
inconsistency, followed by Subscriber Terms, but there is no order of precedence or governance among the
Attachments (unless one Attachment specifically states that it supersedes another Attachment in whole or in part),
and all terms contained therein will be given equal importance when construing the intent of the parties; (d) the words
"including," "included" and "includes" mean inclusion without limitation; and (e) because each party has had
reasonable opportunity to review the Agreement with its own legal counsel, Claims that ambiguities are resolved
against the drafting party will not apply. Under no circumstances will either party disparage the Services, Property,
System, Operator Facilities or business of the other.
22. Survival. The following Sections shall survive any termination or expiration of this Agreement: 2 (Right of Access),for
the periods specified in such Section; 3.4 (Removal and Property Restoration),for a period of 60 days after the Right of
Access expires; (Ownership, Maintenance and Use of Equipment); 3_6 (Internal Wiring Installation, Ownership, Use
and Removal); 3.2 (CPE); 5.3 (Privacy and Compliance with Subscriber Terms); $ (Indemnification), for a period of 6
months; 9.4 (Competing for Owner's Business); 10 (Disclaimer of Warranties; Limitation of Liability; Assumed Risks);
11(Confidentiality); 12(Notices); i(Compliance with Laws; Governing Law;Waiver of Jury Trial); 10(Severability); 17
(Scope of Agreement; Modifications; Waivers); 18 (Taxes; IRS Form W-9); 19. (Enforcement Costs); 20 (Operator
Facilities); 21(Rules of Construction); and 22 (Survival).
Owner Initials Operator Initials
CONFIDENTIAL 8
INTERNAL WIRING (OWNER INSTALL OR UPGRADE)ATTACHMENT
1. Installation. To the extent not already existing and operational, Owner shall, at its sole cost, furnish and install, or upgrade, the
Internal Wiring and any Pathways to house the Internal Wiring in compliance with Laws(including Laws that apply to Operator's use of
the Internal Wiring to deliver Services, such as signal leakage requirements) and the Plans, in consultation with Operator, and in
compliance with any specifications provided by Operator to Owner in writing.
2. Operator Inspection• If the Internal Wiring already is installed and operational, then Owner shall provide Operator with a reasonable
opportunity to inspect and test the Internal Wiring prior to performing any of its obligations under the Agreement. If Owner is
installing or upgrading the Internal Wiring, then Owner shall notify Operator when such installation or upgrading is complete and
provide Operator with a reasonable opportunity to inspect and test the Internal Wiring. If Operator identifies any deficiencies in the
Internal Wiring, then Operator shall notify Owner and Owner promptly shall correct such deficiencies to Operator's reasonable
satisfaction and provide Operator the opportunity to again inspect and test the Internal Wiring, after which the process stated in this
Section shall be repeated until Owner has corrected all deficiencies in the Internal Wiring. Operator shall not be obligated to provide
any Services unless and until Operator (a) has inspected, tested and approved the Internal Wiring as meeting the installation or
upgrade requirements of this Attachment;and(b)has been granted access to and use of the Internal Wiring to provide Services.
3. Ownership and Use. The Internal Wiring is a fixture of the Property and shall at all times remain the personal property of Owner.
Owner hereby grants to Operator the exclusive right to access, use, maintain, repair, replace and upgrade the Internal Wiring during
the Term. Owner shall not, and Owner shall not permit any third party to, access, move, use or interfere with the Internal Wiring. If
Owner is an Association and is prohibited from granting Operator the exclusive right to use all of any part of the Internal Wiring, then
such use right shall be non-exclusive and/or pursuant to use rights granted to Operator directly by Users. If the exclusive use rights
granted to Operator in this Section become unenforceable under Laws,then such use rights automatically shall become non-exclusive
for so long as and to the extent required by Laws, in which case Owner shall not authorize or permit any other provider, entity or
person to concurrently use any portion of the Internal Wiring during any period that Operator is using such Internal Wiring to provide
Services to a User.
4. Maintenance. Repair and Upgrading. Operator, at its sole cost, shall conduct routine maintenance and repairs of any Internal Wiring
during any period that Operator is using such Internal Wiring to provide Services to a User. Operator is not obligated to replace or
upgrade any Internal Wiring, but if Operator determines, in its sole discretion, that the replacement or upgrade of Internal Wiring is
necessary to continue providing Services, and if Owner agrees in writing to pay 50% of Operator's costs of such replacement or
upgrade,then Operator shall complete such replacement or upgrade and such replaced or upgraded Internal Wiring shall be subject to
all of the terms of this Attachment. The foregoing sentence does not apply where Owner is an Association.
16191873.02-4/10/2021
CONFIDENTIAL 1
NON-EXCLUSIVE MARKETING RIGHTS ATTACHMENT
1. General. Operator hereby appoints Owner as its non-exclusive marketing representative at the Property and Owner shall, subject to
Laws, market the Services to the occupants and prospective occupants of the Property on a non-exclusive basis. Owner shall refer all
inquiries regarding Services to Operator and provide Users and prospective Users with Operator contact information. Owner will direct
all Users to report all maintenance or other problems with the Services directly to Operator and Owner will use reasonable efforts to
notify Operator of any damages to the System or Service problems of which Owner becomes aware.
2. Marketing by Operator. Owner hereby grants to Operator the non-exclusive right to conduct the following marketing and promotional
activities for the Services: (a)marketing via digital means and portals; (b)marketing on-site at the Property by means of distribution
of printed and digital advertising materials and Service information; and (c) contacts, demonstrations of Services, and direct sales
presentations. Owner shall cooperate with Operator in all such promotions on a nonexclusive basis(including supplying, at Operator's
request, current lists of the mailing addresses of Users and allowing, at Operator's request, the display of advertising materials in
common areas of the Property and on-site promotional initiatives). Operator shall at all times conduct such promotional activities at
reasonable times and in accordance with Laws. Owner shall use reasonable efforts to make available in the clubhouse or rental office
or other similar location all current marketing publications pertaining to the Services, if such publications are provided by Operator.
Operator may market Services without Owner's assistance to Unit occupants directly, including door-to-door solicitation, on-site
marketing campaigns related solely to the Services, lobby displays, distribution of marketing materials to mailboxes or display sales
materials in the lobby of the Property; provided however, that any such on-site marketing campaigns shall be limited to the Services
and shall be subject to the prior reasonable and timely approval of Owner (including approval of the locations of any marketing
displays at the Property).
3. Marketing by Owner. Owner shall, and Owner shall cause its on-site Authorized representatives to, promote Operator's Services to
Users on a non-exclusive basis. Operator, at its sole cost, shall provide Owner with sales support and materials for use in assisting
residents to order Services. Owner shall at a minimum perform the following promotional activities for Operator, using marketing
materials provided by Operator at Operator's sole cost: (a)include Operator's marketing materials in"welcome","move-in"and similar
information packages that are distributed to new and prospective Unit occupants; (b) display Operator's marketing materials in
common areas of the buildings; (c) include Operator and a description of the Services in any general listings of goods and services
available at the Property; (d) include Operator's marketing materials or information in communications to Users (e.g., building
newsletters or emailed communications, online portals for Unit occupants, etc.); (e) permit Operator (if desired by Operator and at
Operator's expense) to host on-site events to promote the Services, subject to Owner's reasonable approval as to frequency, time,
format,location and activities; (f)if applicable,and if made available to other providers,provide Operator with exposure and marketing
on its web-page, community information channel, or any other Internet-accessible service ordering format for the Services, in a form,
appearance, and content reasonably acceptable to Operator; and (g) any other marketing initiatives on which Owner and Operator
desire to work collaboratively to promote the Services. Subject to Laws, Owner shall provide Operator with a list of those Unit
addresses having a change in occupancy status during each calendar quarter. Operator reserves the right, in its sole discretion, to
accept or reject prospective Users solicited by Owner based on Operator's then-current policies and standards.
4. Other Marketing. Owner shall not grant a competing provider more favorable marketing rights than those granted to Operator.
Operator acknowledges that Owner may also promote the communications services of other providers, some of which may be
competitors of Operator. If Owner elects to promote the services of other providers in addition to Operator's Services, Owner shall
provide Operator with equal or better marketing opportunities and exposure at the Property, including displaying Operator's marketing
materials with at least equal prominence, duration and exposure as Owner provides the marketing materials of other providers,
providing door-to-door marketing opportunities,and providing access to Unit occupant information. Under no circumstances will either
party disparage the Services, Property,System or business of the other.
5. No Intellectual Property License. Except for Owner's distribution of Operator-provided marketing materials at the Property and the
limited licenses granted in this Attachment, nothing in the Agreement shall be deemed or construed to be a license or other grant of
rights to use the other party's copyrighted materials, trademarks, service marks, trade names, logos, or other intellectual property or
proprietary rights without the prior consent of such party.
6. Marks; Limited License. All materials developed by a party,including advertisements,promotions,marketing materials and newsletters
using the other's service marks, logos, trade names, trademarks, insignia and symbols ("Marks") or any reference thereto, shall be
submitted to the other in advance for prepublication review and approval with respect to, but not limited to, context, style, content
appearance,composition,timing and media. Each party shall properly acknowledge the other's ownership of its Marks in all materials.
No party shall do business under any the other's Marks or derivatives or variations thereof, and neither party shall directly or indirectly
hold itself out as having any relation to the other or its Authorized Representatives,except as specifically authorized in this Attachment.
The Marks only may be used by to promote the Services during the Term.
16193279.03-4/15/2021
CONFIDENTIAL 1
DOOR FEE (ONE-TIME) PAYMENT ATTACHMENT
1. General Terms. In partial consideration for the rights granted by Owner to Operator under the Agreement, Operator
shall pay to Owner a one-time payment as specified in the Property-Specific Terms ("Door Fee Payment") within 90
days after the Effective Date.
2. Reimbursement of Door Fee Payment. In addition to any other remedies available to Operator under the Agreement or
pursuant to Laws, if Operator is denied any of its marketing rights, Internal Wiring rights, or Property or System access
rights granted under the Agreement, regardless of whether caused by an uncured breach of the Agreement by Owner,
inability to enforce such rights under Laws (such as due to subsequent legislation, litigation, administrative action,
etc.), or otherwise, then Owner shall refund to Operator the following amount within 30 days of receipt of Operator's
invoice therefor:
Reimbursement of Door Fee Payment = Door Fee Payment made by Operator, multiplied by the quotient of (A) the
number of months left in the Service Commitment Period at the time the triggering event above occurs, divided by (B)
the total number of months in the Service Commitment Period. Partial months are deemed to be whole months for
purposes of this calculation.
16256218.03-06/21/2023
CONFIDENTIAL 1
BULK VIDEO SERVICE ATTACHMENT
1. Bulk Video Service. Operator will activate and provide the Bulk Video Service specified in the Property-Specific Terms
on a bulk-billed basis in accordance with this Attachment. Notwithstanding the foregoing, Operator shall not be
required to provide the Bulk Video Service to any Unit until Owner has provided a complete and accurate list of
addresses for each Unit that will receive the Bulk Video Service. Owner shall not take any action that would alter,
modify or otherwise change the underlying signals comprising the Bulk Video Service. Users may order additional
Services directly from Operator to the extent available and compatible with the Bulk Video Service and other Services
being provided. Owner hereby authorizes Unit occupants to order (at their sole expense) and Operator to install,
additional outlets in the individual dwelling Units of the Property. If Owner prohibits the installation of additional
outlets,then Owner shall notify Unit occupants of such policy as part of their lease and property rules and regulations.
2. Bulk Video Service CPE. The Bulk Service Fee includes only the CPE specifically provided to Owner and Users under
the Property-Specific Terms, and Owner and/or Users are responsible for all such specified CPE as provided in the
Agreement.
3. Bulk Service Fee. The monthly Bulk Service Fee is set forth in the Property-Specific Terms and applies regardless of
whether Units are occupied or the Bulk Video Service is used. Owner may charge Users an amenity fee for the Bulk
Video Service. The Bulk Service Fee excludes, and Owner is responsible to pay, all applicable sales taxes, franchise
fees, FCC regulatory fees, government license fees, copyright fees, any public educational and government (PEG)
access fees, retransmission consent fees or costs, surcharges, rate increases imposed by programmers, any taxes,
fees or assessments of general applicability imposed or assessed by any governmental authority, or other fees that
Operator may lawfully pass through to Users and/or Owner. Operator shall have the right to increase the Bulk Service
Fee by the amount set forth in the Property-Specific Terms. Bulk Service Fee increases may be cumulative if not taken
in the previous year(s). If Operator's video programming costs materially increase (a) during any 12-month period
starting on the Effective Date, or (b) during any 36-month period starting on the Effective Date, then upon notice to
Owner, which notice may not be given by Operator before three years from the Effective Date, Owner and Operator
shall have 90 days to renegotiate a new Bulk Service Fee and rate increases for the remainder of the Term. If Operator
and Owner are unable to reach such agreement, and Operator is unwilling to continue providing the Bulk Video Service
at the then-current contract rate, then Operator may elect to provide six months prior notice of termination of this
Attachment. Upon any debulk of the Bulk Video Service, Operator shall bill to Owner a continuing Bulk Service Fee
applicable to Bulk Internet Service equal to eighty-five percent (85%) of the then-current Bulk Service Fee (plus
applicable taxes and fees)for the remainder of the applicable Service Commitment Period.
4. Invoices. Billing and Payment of Bulk Service Fee. Operator will bill the Bulk Service Fee (plus applicable taxes and
fees) to Owner on a monthly basis in advance and payment by Owner shall be due within 30 days after the date of
such invoice. If Operator does not present an invoice before the first day of the month for which the Bulk Service Fee
is due, such failure shall not constitute a waiver of the Bulk Service Fee, and Owner promptly shall pay such invoice
when delivered by Operator. Late fees will be charged to Owner in accordance with Operator's then-current policies
and subject to Laws. Owner may dispute any portion of an invoice in good faith by notifying Operator in reasonable
detail as to the basis for the dispute at any time prior to 60 days after the date of Operator's invoice, and the parties
shall use commercially reasonable efforts to promptly resolve such dispute. Under no circumstances may Owner
submit an invoice dispute to Operator after such 60-day period. If the parties fail to mutually resolve the dispute
within 30 days after Owner's notice, all disputed amounts immediately shall be due and payable. Nothing herein shall
be construed as a basis for withholding payment of any portion of an invoice that is not disputed in good faith, and
Owner has no right to set-off, apply a credit against, deduct, or otherwise withhold any amount payable under the
Agreement. Owner will pay the disputed portions of an invoice promptly following the resolution of such dispute.
5. Change in Number of Units Billed. Operator, in its sole discretion, may increase or decrease the total number of Units
billed each year to match the actual number of Units, common areas or other sites being served or to be served at the
Property. Nothing in the Agreement shall require Operator to expend funds to increase or decrease the number of
Units served but the parties may agree to expend funds for such purpose upon mutually acceptable terms. Upon
Owner's request, and if an annual increase in the total number of Units or sites served will exceed 10%, then Operator
shall provide documentation to Owner reasonably demonstrating the basis for such increase. Such increases may be
cumulative if not taken in the previous year(s).
6. Termination of Attachment for Cause. Owner's failure to pay the Bulk Service Fee in full by the due date shall be a
material breach of the Agreement, and Operator may, in its sole discretion, (a) suspend the Bulk Video Service upon
30 days prior notice to Owner; and/or(b)terminate this Attachment upon 30 days prior notice to Owner, in which case
Owner shall pay the Bulk Service Fee that otherwise would have been payable by Owner during the Service
Commitment Period as if this Attachment had not been terminated. Upon any such suspension or termination of the
Bulk Video Service, Operator may solicit and offer to Unit occupants any of its Services (including those previously
comprising the Bulk Video Service) on an individual subscription basis for the remainder of the Term. In addition, this
Attachment may be terminated by (i) either party upon notice in the event of an uncured default by the other under
the Agreement; or (ii) concurrently with any termination of the Bulk Internet Service Attachment, if any, by the party
entitled to terminate the Bulk Internet Service Attachment.
7. Termination for Convenience by Owner. Owner may terminate the Agreement for convenience upon 90 days prior
notice to Operator and payment of an early termination fee (for purposes of this Attachment only, "ETF"). In addition,
if(a) Owner sells or otherwise transfers the Property to a party that does not assume the Agreement in writing; or (b)
Operator terminates this Attachment or the Agreement due to Owner's uncured breach, except for a breach for
Owner's failure to pay the Bulk Service Fee (which is subject to a separate remedy in this Attachment), then Owner
shall pay the ETF to Operator upon consummation of the sale of the Property or the date of termination by Operator,
CONFIDENTIAL 1
as applicable. The ETF is calculated as follows: (1) ETF Percentage; multiplied by (2)the number of months remaining
in the Service Commitment Period; multiplied by (3) the then-current Bulk Service Fee. For purposes of clarity, if the
Agreement is terminated pursuant to this Section, then all early termination fees payable under other Attachments
also apply. Partial months shall be pro-rated on a daily basis.
The"ETF Percentage" is equal to the following:
Service Commitment Period (in months) ETF Percentage
84 or less 83%
96 80%
108 78%
120 77%
Owner Initials Operator Initials
16273772,02-06/21/2023
CONFIDENTIAL 2
BULK INTERNET SERVICE ATTACHMENT
Advanced Community WiFi and Advanced Community WiFi+
1. Bulk Internet Service. Operator will activate and provide the Bulk Internet Service specified in the Property-Specific
Terms on a bulk-billed basis in accordance with this Attachment. Operator will take those steps necessary to upgrade
the facilities serving the Property to enable delivery of its symmetrical speed tier for the Advanced Community WiFi
Services after such symmetrical speed tier is available to all residential users within the Service Area.
Notwithstanding the foregoing, Operator shall not be required to provide the Bulk Internet Service to any Unit until
Owner has provided a complete and accurate list of addresses for each Unit that will receive the Bulk Internet Service.
Owner shall not take any action that would alter, modify or otherwise change the underlying signals comprising the
Bulk Internet Service. Users may order additional Services directly from Operator to the extent available and
compatible with the Bulk Internet Service and other Services being provided. Owner hereby authorizes Unit occupants
to order (at their sole expense) and Operator to install, additional outlets in the individual dwelling Units of the
Property. If Owner prohibits the installation of additional outlets, then Owner shall notify Unit occupants of such policy
as part of their lease and property rules and regulations.
2. Bulk Internet Service CPE. The Bulk Service Fee includes only the CPE specifically provided to Owner and Users under
the Property-Specific Terms, and Owner and/or Users are responsible for all such specified CPE as provided in the
Agreement. Failure to use Operator-provided or Operator-certified modems and/or routers to receive the Bulk Internet
Service may result in degraded or less than optimal Services. Except for the CPE provided by Operator as described in
the Property Specific Terms, wireless connections are not available through Operator for these Bulk Internet Service
choices. However, Users may provide and shall be solely responsible for their own wireless equipment (such as
switches, peripheral devices, etc.), including repairs, compatibility and interference with these Bulk Internet Service
choices.
3. Bulk Service Fee. The monthly Bulk Service fee is set forth in the Property-Specific Terms and applies regardless of
whether Units are occupied or the Bulk Internet Service is used. Owner may charge Users an amenity fee for the Bulk
Internet Service. The Bulk Service Fee excludes, and Owner is responsible to pay, all applicable sales taxes, franchise
fees, FCC regulatory fees, government license fees, copyright fees, surcharges, rate increases imposed by
programmers, any taxes, fees or assessments of general applicability imposed or assessed by any governmental
authority, or other fees that Operator may lawfully pass through to Users and/or Owner. Operator shall have the right
to increase the Bulk Service Fee by the amount set forth in the Property-Specific Terms. Bulk Service Fee increases
may be cumulative if not taken in the previous year(s).
4. Invoices, Billina and Payment of Bulk Service Fee. Operator will bill the Bulk Service Fee (plus applicable taxes and
fees) to Owner on a monthly basis in advance and payment by Owner shall be due within 30 days after the date of
such invoice. If Operator does not present an invoice before the first day of the month for which the Bulk Service Fee
is due, such failure shall not constitute a waiver of the Bulk Service Fee, and Owner promptly shall pay such invoice
when delivered by Operator. Late fees will be charged to Owner in accordance with Operator's then-current policies
and subject to Laws. Owner may dispute any portion of an invoice in good faith by notifying Operator in reasonable
detail as to the basis for the dispute at any time prior to 60 days after the date of Operator's invoice, and the parties
shall use commercially reasonable efforts to promptly resolve such dispute. Under no circumstances may Owner
submit an invoice dispute to Operator after such 60-day period. If the parties fail to mutually resolve the dispute
within 30 days after Owner's notice, all disputed amounts immediately shall be due and payable. Nothing herein shall
be construed as a basis for withholding payment of any portion of an invoice that is not disputed in good faith, and
Owner has no right to set-off, apply a credit against, deduct, or otherwise withhold any amount payable under the
Agreement. Owner will pay the disputed portions of an invoice promptly following the resolution of such dispute.
5. Change in Number of Units Billed. Operator, in its sole discretion, may increase or decrease the total number of Units
billed each year to match the actual number of Units, common areas or other sites being served or to be served at the
Property. Nothing in the Agreement shall require Operator to expend funds to increase or decrease the number of
Units served but the parties may agree to expend funds for such purpose upon mutually acceptable terms. Upon
Owner's request, and if an annual increase in the total number of Units or sites served will exceed 10%, then Operator
shall provide documentation to Owner reasonably demonstrating the basis for such increase. Such increases may be
cumulative if not taken in the previous year(s).
6. Termination of Attachment for Cause; Suspension or Disconnection of Bulk Internet Service. Owner's failure to pay the
Bulk Service Fee in full by the due date shall be a material breach of the Agreement, and Operator may, in its sole
discretion, (a) suspend the Bulk Internet Service upon 30 days prior notice to Owner; and/or (b) terminate this
Attachment upon 30 days prior notice to Owner, in which case Owner shall pay the Bulk Service Fee that otherwise
would have been payable by Owner during the Service Commitment Period as if this Attachment had not been
terminated. Upon any such suspension or termination of the Bulk Internet Service, Operator may solicit and offer to
Unit occupants any of its Services (including those previously comprising the Bulk Internet Service) on an individual
subscription basis for the remainder of the Term. In addition, this Attachment may be terminated by (i) either party
upon notice in the event of an uncured default by the other under the Agreement; or (ii) concurrently with any
termination of the Bulk Video Service Attachment, if any, by the party entitled to terminate the Bulk Video Service
Attachment. Operator may temporarily or permanently disconnect, in whole or in part, the Bulk Internet Service in an
individual Unit or area on the Property, with or without notice to Owner and/or Users, without breaching the Agreement
or incurring any resulting obligation or liability, if Operator in good faith believes that Owner or any User or individual
accessing the Bulk Internet Service through Owner's or a User's account (x) uses the Bulk Internet Service in violation
of this Attachment, the Subscriber Terms, or Laws; (y) to engage in any conduct that is unlawful, fraudulent,
CONFIDENTIAL 1
inappropriate or intended to harass a third party; or (z) causes, is involved in, or is subject to a security breach or
compromise.
7. Termination for Convenience by Owner. Owner may terminate the Agreement for convenience upon 90 days prior
notice to Operator and payment of an early termination fee (for purposes of this Attachment only, "ETF"). In addition,
if(a) Owner sells or otherwise transfers the Property to a party that does not assume the Agreement in writing; or (b)
Operator terminates this Attachment or the Agreement due to Owner's uncured breach, except for a breach for
Owner's failure to pay the Bulk Service Fee (which is subject to a separate remedy in this Attachment), then Owner
shall pay the ETF to Operator upon consummation of the sale of the Property or the date of termination by Operator,
as applicable. The ETF is calculated as follows: (1) ETF Percentage; multiplied by (2) the number of months remaining
in the Service Commitment Period; multiplied by (3) the then-current Bulk Service Fee. For purposes of clarity, if the
Agreement is terminated pursuant to this Section, then all early termination fees payable under other Attachments
also apply. Partial months shall be pro-rated on a daily basis.
The"ETF Percentage" is equal to the following:
Service Commitment Period (in months) ETF Percentage
84 or less 83%
96 80%
108 78%
120 77%
8. Additional Bulk Internet Service Terms.
8.1 Electronic Addresses: No Liability for Changes of Address. All e-mail addresses, e-mail account names, and IP
addresses("Electronic Addresses") provided by Operator are the property of Operator. Owner may not alter, modify,
sell, lease, assign, encumber or otherwise tamper with the Electronic Addresses. Operator may change addressing
schemes, including e-mail and IP addresses.
8.2 Access and Use. Owner agrees to take commercially reasonable steps to ensure that any person who has access
to the Bulk Internet Service through any of Owner's computer(s), Property,facilities or account within Owner's control
shall comply with the terms of this Attachment.
8.3 Third-Party Hardware/Software Su000rt; Security; Data Loss. Operator strongly recommends that Owner employ
a "firewall" or other security software. Operator shall have no responsibility for providing, implementing or
configuring any"firewall" or other security software measures in connection with the Bulk Internet Service. Operator
does not support third-party hardware or software supplied by Owner or Users. Owner shall be responsible for the
implementation of reasonable security procedures and standards on all of Owner's computer(s), Property,facilities or
account within Owner's control.
8.4 Content. Owner acknowledges that any content that Owner or Users may access or transmit through the Bulk
Internet Service is provided by independent content providers, over which Operator has no control. Operator does not
(a) preview content or exercise editorial control; (b)endorse any opinions or information accessed through the Bulk
Internet Service; and (c) assumes no responsibility whatsoever for content accessed. Operator disclaims any
responsibility for the accuracy, reliability or quality of the information obtained using the Bulk Internet Service. Such
content or programs may include misinformation or content that is infringing, abusive, profane or sexually offensive.
8.5 Excluded Features. The Bulk Internet Service is cable-modem based transport service only.
8.6 Equipment and Software Requirements. Users must maintain certain minimum CPE and software to receive the
Bulk Internet Service. Such CPE, software and other specifications and requirements to use the Bulk Internet Service
can be reviewed in the Subscriber Terms. Advanced Community WiFi support is available to Owner by calling (833)
832-5290, or Owner should have Users call (855) 855-8679.
Owner Initials Operator Initials
CONFIDENTIAL 2