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Home My WebLink About2015-253 IT - Time Warner Cable for WiFi services �T TERM SHEET The following sets forth proposed terms relating to an agreement between Time Warner Cable Enterprises LLC ("TWC") and the Orange County, North Carolina ("Orange County") (collectively, the "Parties") regarding the provision of TWC's WiFi services ("WiFi Service") on the Orange County Available Structures (as defined below). This Term Sheet is for discussion purposes and is not intended to be binding on the Parties. Agreements The Parties may subsequently enter into an Authorization to Install and Maintain Communications Equipment (a "Master Agreement") pursuant to which the Parties will conduct a WiFi Service deployment. Term An initial term of 3 years, with successive one (1) year renewal terms, at option of both of the Parties("Term"). Orange County Structures • Attached as Exhibit A is a list of Orange County properties where WiFi for WiFi Attachments and Service may be provided(the"Properties"). Obligations • Structures at the Properties where WiFi equipment may be installed ("Orange County Available Structures") may include street light poles, buildings and other street assets. Orange County Available Structures selected by TWC, and agreed by Orange County, are referred to as "Selected Structures". • Orange County shall provide TWC with free attachment rights on the Selected Structures for Term, and free access to electrical power (as needed). As part of providing TWC with access to the Selected Structures, Orange County shall provide assistance in the form o£ • Representatives and qualified Orange County field engineers and/or staff to participate in TWC's WiFi and network site surveys. • Feedback and guidance on technical and installation requirements and procedures for cabling/wiring and installation of the TWC WiFi access points("TWC WiFi AP's")on Selected Structures. • Engineering and site survey planning, review and approval of Selected Structures, in support of TWC's activities including: TWC network construction and trenching, TWC WiFi and network plant designs, TWC mounting and installation plans. • Approval of TWC's WiFi and network design and authorize TWC's installation of TWC WiFi AP's on Selected Structures. • Provide TWC with exclusivity for being the public WiFi service provider for the Properties. Orange County will not permit any third party to attach WiFi equipment to, or install WiFi equipment within, the Properties for the purposes of public WiFi access. In no way does this prevent or inhibit Orange County itself from providing wireless service at these locations. • Consult with TWC for any new or future WiFi Service deployments in Orange County,that are within 5 miles of the Properties, for the purposes of providing WiFi Services in public areas. Time Warner Cable WiFi TWC will work with Orange County to schedule date(s) for the WiFi and network Services Obli ations site survey (the "Site Survey") to be conducted at the Properties within two (2) weeks after the effective date of this Term Sheet. TWC will use commercially reasonable efforts to schedule a date that is mutually convenient for both TWC and Orange County. TWC shall review the results of the Site Survey, the estimated costs and resource requirements with TWC's internal executive management. On the basis of this review, TWC shall determine in its sole discretion, TWC's level of investment, the scope of the WiFi Service at the Properties, and resource and operational support. TWC shall review its plan with Orange County to confirm Orange County's approval prior to commencing with any design or deployment of the WiFi Service. TWC shall own the TWC WiFi AP's and be responsible for WiFi network deployment,management and support including all the costs to: • Procure and install WiFi equipment, network and installation related materials, antennas,and network cables. • Design the WiFi network and the Site Survey. • Perform the necessary field engineering, construction, installation, and testing of the TWC WiFi AP's. • Management and maintenance of the TWC WiFi AP's. TWC shall provide its standard WiFi Service on all TWC WiFi AP's installed on the Selected Structures. The TWC WiFi SSID shall provide 24 hours per day of free WiFi Service to TWC customers (Standard Tier or higher) and customers with TWC's MSO Partners (Comcast, Bright House Network, Cablevision and Cox). The TWC WiFi SSID shall provide of 60 minutes of free WiFi Service per unique registered device per day, for non TWC/ MSO Partner customers. A unique registered device is defined as the device that is registered by the device owner via on a TWC portal. The device owner must complete an online registration form and accept TWC's terms and conditions in order to have access to the WiFi Service Customer&User TWC will be responsible for all service activation, billing, customer care, and end Relationship user technical support. 2 Termination This Term Sheet may be terminated without cause by either Party and for their convenience upon seven (7) days' prior written notice. If the Parties subsequently enter into a Master Agreement, such Master Agreement may be terminated by either Party in the event the other Party fails to perform any material provision of the Master Agreement, and the non-performing Party fails to cure the non-performance within thirty(30)days after receipt of written notice thereof from the other Party. Orange County By: Name: Title: Date: Time Warn r a le rprises LLC By: Name: Robert Cerbone Title: Vice President Date: June A 2015 3 Exhibit A Properties Building Street city Zip NEW HOPE PARK 4215 NC 86 SOUTH CHAPEL HILL 27278 TWIN CREEKS PARK 7906 OLD NC 86 SOUTH CHAPEL HILL 27516 EUROSPORT SOCCER CENTER 4701 WEST TEN ROAD EFLAND 27243 DICKSON HOUSE COMPLEX 150 EAST KING STREET HILLSBOROUGH 27278 FARMERS'MARKET PAVILION 140 EAST MARGARET LANE HILLSBOROUGH 27278 CADWALLADER JONES LAW 131 COURT STREET HILLSBOROUGH 27278 OFFICE COURT STREET ANNEX 109 COURT STREET HILLSBOROUGH 27278 CEDAR GROVE PARK 5800 HIGHWAY 86 NORTH HILLSBOROUGH 27231 FAIRVIEW PARK 195 TORAIN STREET HILLSBOROUGH 27278 RIVER PARK 106 EAST MARGARET LANE HILLSBOROUGH 27278 7739655_2 4