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HomeMy WebLinkAboutMINUTES - 10112005 - SD3 Fit- w. ._A!�� ..r `.--�''. CONTRA ;,� COSTA TO: BOARD OF SUPERVISORS �►'' ""�� (',r~ •• COUNTY FROM: John Sweeten, County Administrator DATE: October 11, 2005 SUBJECT: Approve the Transfer of Seren Innovations, Inc. to Astound Broadband, LLC SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATION(S): HOLD a public hearing to approve the Transfer of Seren Innovations, Inc. to Astound Broadband, LLC. ; ADOPT Resolution No. 2005/6%subject to the conditions specified therein. FINANCIAL IMPACT: Seren will provide the sum of five thousand eight hundred and seventy dollars ($5,870.00) to the Office of Communications and Media for settlement of franchise fees and PEG fees owed the County including reimbursement for analysis costs. In addition, Seren will reimburse the Office of Communications and Media for all of its reasonable out-of-pocket costs, including attorney's and consultants' fees and costs incurred by the County in connection with the County's review and processing of the transfer. CONTINUED ON ATTACHMENT: _YES SIGNATURE: CL� RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE _APPROVE _OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECOMMENDED VOT ER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS(ABSENT nkrl& ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ABSENT: ABSTAIN: ON MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ATTESTED () JOHN SWEETEN,CLERK OF THE BOARD OF SUPERVISORS AND COUN'�Y MINISTRATOR cc:Director,Office of Communications&Media � _ Comcast �; BACKGROUND/REASON(S) FOR RECOMMENDATION(S):, On or about August 1, 2005, Seren Innovations, Inc. filed an application for consent by the County to an assignment of franchise pursuant to section 58-4.028 ("Form 394") requesting that the County assign its licenses to Astound Broadband, LLC. Section 58-4.028 of the County Ordinance Code (Ordinance No. 93-55) requires that all proposed assignment of licenses be submitted to the County for review and decision by the Board of Supervisors. Pursuant to Section 617 of the federal Cable Act (47 U.S.C. Section 537), the County has 120 days to act upon any request for approval of a transfer. Upon receipt of the Form 394, staff contracted along with the Cities of Concord and Walnut Creek with Brenton Bleier of the Bleier Law Firm to review the documents. The resolution before the Board reflects the results of that review and contains specific conditions for approval of the assignment, among them: 1) Reimbursement to the County for expenses for attorneys and consultants used to review and process the request; 2) Payment of unpaid franchise fees and PEG support payments as confirmed by Ashpaugh & Sculco, Certified Public Accountants and Consultants, PLC of Winter Park, Florida after review of the estimate of underpayment as prepared by Seren in the "Contra Costa County Franchise Fee Analysis" (See Attachment A); 3) Addition of three I-Net sites in accordance with Section VI.E.1 of the Franchise Agreement; and 4) Agreement to make operational the local Emergency Override capability of their system as required in Section 58-10.020 of the County Code within ninety (90) days of the filing of the Certificate of Acceptance. Staff recommends approval of the Resolution relating to the assignment of Seren Innovations, Inc.'s Cable Television Franchise to Astound Broadband, LLC. a RESOLUTION NO. RESOLUTION OF THE COUNTY BOARD OF SU- PERVISORS OF CONTRA COSTA COUNTY CONDI- TIONALLY APPROVING THE TRANSFER OF THE COUNTY'S CABLE TELEVISION FRANCHISE FROM SEREN INNOVATIONS, INC. TO ASTOUND BROADBAND, LLC WHEREAS, pursuant to Chapter 58 of the Contra Costa County Code, and that certain "Limited Cable Franchise Agreement between Contra Costa County, California and Seren Innovations, Inc." adopted by the Contra Costa County Board of Supervisors ("COUNTY") on or about April 23, 2002 as Resolution 2002/341 ("Franchise Agreement") (the applicable sections of the Contra Costa County Code and the Franchise Agreement hereinafter the "Franchise"), the COUNTY granted to Seren Innovations, Inc, a Minnesota corporation ("SEREN") a nonexclusive franchise to install, construct, operate, and main- tain acable communications system ("System") in the COUNTY for a term expiring on May 20, 2017; and WHEREAS, the Franchise included certain Customer Service Regulations adopted by the COUNTY in connection therewith ("Customer Service Regulations") WHEREAS, Section 58-4.028 of the Contra Costa County Code provides in rele- vant part as follows: "(a) A license is a privilege to be held in personal trust by the origi- nal grantee. A grantee shall not sell, transfer, lease, dispose of or assign this license or any rights thereunder, including any beneficial interest or right to operate thereunder, by voluntary sale, merger, consolidation, or otherwise, or by operation of law, without the prior written consent of the board and under such conditions as may herein be prescribed and then only by a duly executed instrument in writing, filed with the board. " and WHEREAS, section III of the Franchise Agreement provides in part as follows: "A. County Approval Required: No Transfer shall occur unless prior application is made by the Operator to the County and the County's prior written consent is obtained, pursuant to this Agreement and the Ca- ble Ordinance, and only then upon such terms and conditions as the County deems necessary and proper. This shall not be deemed to be a waiver of any right of Operator to challenge any such condition imposed by the County. Any such Transfer without the prior written consent of the County shall be considered to impair the County's assurance of due per- formance, and shall be invalid. The granting of approval for a Transfer in one instance shall not render unnecessary approval of any subsequent Transfer. a a a a C. Transferee's Agreement: No application for a Transfer of the Fran- chise shall be granted unless the proposed controlling entity or transferee agrees in writing that it will abide by and accept all terms of this Agree- ment and the Cable Ordinance and that it will assume the obligations, li- R051004 Pagel RESOLUTION NO. abilities, and responsibility for all acts and omissions, known and un- known, of the previous Operator under this Agreement and the Ordinance, for all purposes, including renewal. a a a§ E. County's Processing Costs: If the Operator initiates a request for approval regarding a Transfer, the Operator shall reimburse the County for all reasonable out-of-pocket costs, including attorneys' and consultants' fees and costs, incurred by the County in connection with the County's re- view and processing of the Operator's request...." and WHEREAS, on or about August 1, 2005, SEREN filed an application for consent by the COUNTY to an assignment of franchise pursuant to section III of the Franchise Agreement ("Form 394"); and WHEREAS, pursuant to the Form 394, SEREN proposes to assign all of its rights and obligations under the COUNTY's Franchise ("Transfer") and to sell substantially all of the assets of the system, in accordance with the terms of the Asset Purchase Agree- ment attached to Form 394 to Astound Broadband, LLC, a Washington limited liability company, ("ASTOUND" or "Franchisee"), awholly-owned, direct subsidiary of WaveDivi- sion Holdings, LLC, a Delaware limited liability company ("WAVED IVIS I ON" or "Guaran- tor"); and WHEREAS, as an inducement to the COUNTY to approve the Transfer, WaveDi- vision has agreed to guarantee the performance of ASTOUND as to each and every obli- gation of the Franchise pursuant to a guaranty with waiver of defenses; and WHEREAS, Section 58-10.020 of the Contra Costa County Code provides as follows: "To provide an emergency alert capability, the grantee shall install and maintain equipment which allows the county to simultaneously override audio signals and broadcast emergency messages on all television chan- nels. In case of public emergency, the county may, as directed by the ad- ministrator of emergency services or other authorized official, activate and use such emergency override system for the duration of the emergency. City-licensed areas shall be subject to a county override only to the extent authorized by agreements between the county and cities or authorized by state law. The grantee shall assist and cooperate with the county in peri- odic testing of the emergency override system." NOW, THEREFORE, THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA hereby resolves as follows: 1. Recitals. All of the foregoing recitals are true and correct. 2. Conditional Ar)r)roval of Transfer to Franchisee. The proposed assignment of the Franchise and of the System from SEREN to ASTOUND as Franchisee is hereby approved subject to the satisfaction of each of the following-conditions: R051004 Page 2 RESOLUTION NO.�5 ,,� a. Certificate of Acceptance Required. Franchisee and Guarantor shall af- firm firm its unconditional acceptance of and agreement to perform all of the obliga- tions under the terms and conditions of the Franchise (subject only to Applicable Law), including without limitation this Resolution, and the Customer Service Regulations, by filing in the office of the Director, Office of Communications and Media within five (5) days after the completion of the Transfer but in any event on or before April 1, 2006, an acceptance in the form set out in Exhibit A attached hereto. For purposes of this Resolution, "Applicable Law" shall mean any law, statute, charter, ordinance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction (whether temporary, preliminary or permanent), judgment, decree or other order which has been issued, executed, entered and deemed applicable to COUNTY, either specifically or by reference to a class including COUNTY, by any court of competent jurisdiction or other federal or state department, commission, board or agency. b. Filing of Instrument of Transfer. The Franchisee shall file a duly executed copy of the written instrument of Transfer (or a duly attested certification of an of- ficer of Franchisee that the Transfer has been consummated) in the office of the Director, Office of Communications and Media within five (5) days after the com- pletion of the Transfer but in any event on or before April 1, 2006. C. Proof of Qualification to Do Business in California. ASTOUND and WavEDivisIory shall each file in the office of the Director, Office of Communica- tions and Media within five (5) days after the completion of the Transfer, but in any event on or before April 1, 2006, and annually thereafter on or before May 1 of each year, written evidence that it is qualified to do business in the State of California as certified by the California Secretary of State. Failure to timely file the initial proof of qualification to do business in California shall be a failure of a condition of this Transfer. However, failure to file each such subsequent annual proof of qualification shall be an event of default under the Franchise and subject to all of the remedies therefor, but shall not be deemed a failure of a condition to the Transfer. d. Service of Notice on WavEDIvisioN. By the filing of the Certificate of Ac- ceptance by the Franchisee filed pursuant to subsection a of this section, Fran- chisee agrees that it shall be bound by any notice or statement served upon WAVEDIVISION, by any means allowed for service of notices to the Franchisee by the notice provisions of the Franchise, with respect to the Franchise and the obli- gations, duties and responsibilities thereof. e. Reimbursement Of CouNN's Expenses for Special Counsel. Concurrently with the filing of the unconditional Certificate of Acceptance filed pursuant to sub- section a of this section, Franchisee shall, pursuant to Section III.E, reimburse the COUNTY for all of its reasonable out-of-pocket costs, including attorneys' and consultants' fees and costs, incurred by the COUNTY in connection with CouNTv's review and processing of Gw4NTEE's request. Said reimbursement shall be made within ten (10) business days following Astound's receipt of the written certifica- R051004 Page 3 RESOLUTION NO. Z25 � tion of the Director, Office of Communications and Media of the COUNTY, which shall be mailed to ASTOUND within ten (10) business days after the passage of this Resolution by the Board of Supervisors, as to the amount of out-of-pocket costs incurred by the COUNTY. f. Guaranty Of WAVEDivIsioN. Concurrently with the filing of the unconditional Certificate of Acceptance filed pursuant to subsection a of this section, WavEDivIsioN shall file with the Director, Office of Communications and Media a Guaranty in the form attached hereto as Exhibit B guaranteeing the performance of ASTOUND as to each and every obligation of the Franchise. By the filing of the Certificate of Acceptance by WavEDivisIoty filed pursuant to subsection a of this section, WavEDivIsioN agrees that it shall be bound by any notice or statement served upon the Franchisee in accordance with the notice provisions of the Fran- chise with respect to the Franchise and the obligations, duties and responsibili- ties thereof. Annual Financial Statements Of WavEDivisioty. On or before June 15 of 9. M each year, beginning June 15, 2006, WavEDivIsIory shall file an "Annual Financial Report for the Year Ended December 31 [of the then-preceding year]" which shall contain at a minimum (i) a "Report of Independent Public Accountants" express- ing an unconditional, favorable opinion upon the financial statements of WavEDivisioN based upon their audits, and (ii) a "Consolidated Statement of Op- erations" showing a positive number for either "Income from operations before interest" (or, if such a category shall be shown in or may be calculated as set forth herein from the certified statement of the Report, for "Income from opera- tions before interest, taxes, depreciation and amortization").For purposes of the calculation of "Income from operations before interest, taxes, depreciation and amortization", the numbers displayed in the "Consolidated Statement of Opera- tions" for "Interest Expense" and/or "Depreciation and Amortization" (and only those numbers and only to the extent any such numbers are so displayed) shall be added back to "Net Income" or "Net Loss" as such number may appear on the "Consolidated Statement of Operations." The failure to file such an Annual Fi- nancial Report meeting the criteria specified herein shall be an event of default under the Franchise and subject to all of the remedies therefor, but shall not be deemed a failure of a condition to the Transfer. h. Payment of Unpaid Franchise Fees and PEG Support Payments. The COUNTY recently received a copy of the final report of an audit of franchise fee payments by SEREN to the cities of Concord and Walnut Creek entitled "Cable Television Franchise Fee Analysis of Seren Innovations, Inc. for the Cities of Concord and Walnut Creek, California" dated August 17, 2005 and prepared by Ashpaugh & Sculco, Certified Public Accountants and Consultants, PLC of Win- ter Park, Florida ("Final Report"). The Final Report found underpayments of both franchise fees and PEG support payments by Seren for the period from January 11 2001 through September 30, 2004. Additionally, using revenues reported by SEREry for the period of October 1, 2004 through June 30, 2005, the Final Report estimated revenues for the quarter ending September 30, 2005 and thereupon estimated underpayments for the period from October 1, 2004 through Septem- ber 30, 2005. R051004 Page 4 RESOLUTION NO. Thereupon, the COUNTY reviewed an estimate of similar underpayments to the COUNTY as prepared by SEREN and the parties hereto are in agreement with the conclusions and findings of the final Report and the estimate of the under- payment as prepared by SEREN and reviewed by COUNTY and, by the filing of the Certificate of Acceptance hereto, accept the estimate as final and binding as the amount of franchise fees and PEG support fees, interest and analysis costs owed by the Franchisee to the COUNTY. Accordingly, on or before November 10, 2005, the Franchisee shall provide a cashier's check payable to the COUNTY in the amount of Five Thousand Eight Hundred Seventy Dollars ($5,870) for addi- tional franchise fees due, additional PEG support payments due, applicable in- terest charges and analysis costs through September 30, 2005. Additionally, with regard to the payment of franchise fees by the Franchi- see for periods after September 30, 2005, 1. With each future payment of franchise fees, the Franchisee shall list in detail and with specificity every category of revenue, including without limitation additional line items for returned check charges, late fees, FCC regulatory fees and franchise fees. In addition, the listing shall include a detailed description of any allocation method used by the Franchisee for non-subscriber revenues and shall include appropriate documentation. 2. Each future payment of franchise fees, the Franchisee shall include and calculate franchise fees upon the categories of revenue found to have been omitted by the Final Report, including without limitation returned check charges, late fees, FCC regulatory fees and franchise fees. 3. ASTOUND shall use all reasonable efforts to ensure that all financial re- cords related to prior determinations of franchise fees (including without limitation all franchise fees reviewed by the Final Report) for the period commencing Janu- ary 1, 2001 shall be preserved and maintained by the Franchisee or its agent (and made available to COUNTY or its agent upon request), including without limitation all accounting records, general ledgers, analyses, number of subscrib- ers, and detail for advertising revenues (such as invoices and contracts). Failure of the Franchisee to (i) provide the foregoing detail with respect to future franchise fees, (ii) make future franchise fees in compliance with the find- ings of the Final Report and/or (iii) maintain, preserve and make available all of the prior financial records of SEREN shall be an event of default of the Franchise and subject to all of the remedies therefor, but shall not be deemed a failure of a condition to the Transfer. i. Correction of Aerial Supply Service Installations In Violation of PUC Regulations. At the request of the City of Concord, SEREN undertook a review of a sampling of its installation of aerial supply service drops which cross Streets as to conformity with California Public Utilities Commission ("PUC") general orders regarding ground clearance and found that a statistically significant proportion failed to comply therewith. The parties hereto are informed and believe that the R051004 Page 5 RESOLUTION NO. 2LO5 (�� Franchisee's system within the jurisdiction of the COUNTY is constructed in a technically similar fashion to that within the jurisdiction of the City of Concord. Additionally, COUNTY has received empirical evidence of the health and safety risks to citizens of COUNTY from such ground clearance non-compliance. Ac- cordingly, as a condition of this resolution, the Franchisee shall undertake a compliance work program as set forth in Exhibit C hereto ("Work Program") de- signed to insure compliance of Franchisee's entire, cross-Street aerial plant with PUC regulations and orders. Failure to timely undertake, pursue and/or com- plete the Work Program shall be an event of default under the Franchise Agree- ment and subject to all of the remedies therefor. j. Amendment of Franchise Agreement as to I-Net Provisions. Section VI.E.1 of the Franchise Agreement provides in relevant part that "Upon request the Operator shall extend similar capacity on the I-Net to any County building, or the County designated agency building, located within the Franchise Area, which is constructed, acquired or leased by the County or its designated agency during the term of the Franchise, up to a maximum of one (1) such site per year." ("Additional Annual Sites"). However, during the initial three and one-half (3'/2) years of the term of the Franchise, the parties have not added any such Addi- tional Annual Sites. Accordingly, within ninety (90) days after filing of the Certifi- cate of Acceptance, Astound shall connect the three (3) sites listed in Exhibit D to the COUNTY's I-Net at no cost or charge to the COUNTY in full and complete satis- faction of the foregoing requirement for Additional Annual Sites for the period prior to the date of the filing of the Certificate of Acceptance. Additionally, by the filing of the Certificate of Acceptance by the Franchisee filed pursuant to subsec- tion a of this section, Franchisee agrees to provide the specific types and levels of support to COUNTY's use of the I-Net specified in Exhibit D. The failure to con- nect the three sites listed in Exhibit D shall be an event of default under the Fran- chise and subject to all of the remedies therefor, but shall not be deemed a fail- ure of a condition to the Transfer. k. Agreement on Interpretation of "Streets" Under the Franchise Agreement. There exists within the COUNTY a number of instances in which easements for public utilities have been granted for the installation and maintenance of utilities, including without limitation cable television. By the filing of the Certificate of Ac- ceptance hereto, the parties agree that for all purposes under the Franchise Agreement, including without limitation the provisions of Section V.P (Standard Connections), such easements for public utilities over private streets shall be deemed "Streets" and, in any event, Subscribers shall not be assessed an in- stallation charge by reason of the construction of and/or provision of active cable plant in Streets. M. No Contractual Impediment to County Exercise of Police Power. The par- ties acknowledge that the COUNTY has enacted its County Code, including with- out limitation Chapter 58 thereof, pursuant to its constitutional police power to R051004 Page 6 RESOLUTION NO. protect the health, safety and welfare of the citizens of the COUNTY. Accordingly, the parties agree that no term, condition or provision of the Franchise Agreement is intended to restrain or impede the future exercise of the COUNTY'S police power in the amendment and/or enactment of ordinance provisions affecting, inter alis, the subject matter of the Franchise Agreement. n. Operational Capability of Emergency Override System. The parties ac- knowledge the importance of the emergency alert capability and the emergency override system as set forth in Section 58-10.020 of the Contra Costa County Code ("EOS") to the citizens of the COUNTY and to the subscribers of the System. Moreover, ASTOUND has recently determined that the EOS of the System is not presently operational. Accordingly, by the filing of the Certificate of Acceptance hereto, ASTOUND agrees to undertake all necessary efforts and in any event im- plement and make operational the EOS upon the Franchisee's System within ninety (90) days of the filing of the Certificate of Acceptance. Upon rendering the EOS operational, ASTOUND shall so advise the COUNTY and the COUNTY shall thereupon undertake such confirming tests as it shall reasonably desire and shall inform the Franchisee of the outcome of those confirming tests. The Franchi- see's obligations with respect to the establishment of the operational capability of the EOS under this provision shall not be deemed satisfied until the COUNTY has reasonably determined through .confirming tests that the EOS performs to the standards required by Section 58-10.020 (or determined that it does not desire to undertake such confirming tests). If the COUNTY determines that it does not de- sire to conduct confirming tests, the EOS shall be deemed to have been ren- dered operational. Failure to timely undertake, pursue and/or complete the es- tablishment of the operational capability of the EOS within the time specified shall be an event of default under the Franchise Agreement and subject to all of the remedies therefor and shall be deemed a failure of a condition of this Transfer approval. 3. Disaparoval of Transfer in Event of Failure of Conditions. In the event of the fail- ure of any one or more of the conditions of this Resolution, all of the provisions of this Resolution relating to the approval of the Transfer, including without limitation, the ap- proval of the Transfer as set out herein, shall be null, void and of no effect and the Transfer of control from SEREN to ASTOUND shall be deemed to have been, by this ac- tion, expressly disapproved on the basis of the findings set out in the recitals hereof. R051004 Page 7 RESOLUTION NO. {0*3 Passed and adopted this 11th day of October, 2005, by the following vote to wit: AYES: Gioia,Piepho,DeSaulnier,Glover and Uilkema NOES: None ABSENT: None ABSTAIN: None CONTRA COSTA COUNTY B Chao an, Boar Supervisors Attested By: Clerk 61"ofhe Board of Supervisors Approved As To Form: SILVANO B. MARCHESI By: IIIIIIIIIIIIII p�� 0 R051004 Page 8 EXHIBIT A-1 FORM OF CERTIFICATE OF ACCEPTANCE OF ASTOUND BROADBAND LLC This Certificate of Acceptance is made and delivered to the COUNTY of CONTRA COSTA, CALIFORNIA ("COUNTY") by Astound Broadband, LLC, a Washington limited liabil- ity company, ("ASTOUND it or "Franchisee") with reference to (i) that certain RESOLU- TION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CONDI- TIONALLY APPROVING THE TRANSFER OF THE COUNTY'S CABLE TELEVISION FRANCHISE FROM SEREN INNOVATIONS, INC. TO ASTOUND BROADBAND LLC ("Resolution"), (II) that certain LIMITED CABLE FRANCHISE AGREEMENT BETWEEN CONTRA COSTA COUNTY, CALIFORNIA AND SEREN INNOVATIONS, INC. adopted by the County on or about April 23, 2002 as Resolution No. 2002/341 ("Franchise Agreement") (the applicable sections of Chapter 58 of the Contra Costa County Code, the Franchise Agreement and the Resolution, hereinafter collectively "the Franchise"). Astound hereby unconditionally, irrevocably and without reservation ACCEPTS each and every term, condition, restriction and provision of the Franchise including without limitation the Customer Service Regulations subject to Applicable Law. By the execution, delivery and filing of this Certificate, the undersigned further (1) Covenants and promises to faithfully undertake and perform each and every promise, covenant, commitment and undertaking contained in the Franchise subject to Applicable Law as defined therein; (2) Represents and warrants that this Certificate, the Franchise and the resulting contract constitute a valid and binding obligation, as to each and every term thereof, enforceable against the undersigned in accordance with the terms thereof subject to Applicable Law as defined therein; (3) Represents and warrants that the execution and delivery of this Certificate has been duly authorized and approved by the manager of ASTOUND; (4) Represents and warrants that the person who has executed this Certificate on behalf of ASTOUND is duly authorized to do so by all necessary action; (5) Represents and warrants that the execution and delivery of this Certificate does not violate any provision of the articles of organization, operating agree- ment and/or by-laws of said limited liability company; (6) Expressly declares and agrees that the courts of the State of California shall have jurisdiction over the undersigned in any action arising under the Franchise and expressly consents to service of process pursuant to California Code of Civil Procedure Section 415.20(a) at any California office of the Franchisee as to any action arising under or purporting to rise under the Franchise; (7) Expressly declares and agrees that, for the purpose of any action arising un- der the Franchise and for no other purpose, its principal place of business shall be deemed to be within the State of California, and that it shall not assert other- R051004 Page 9 EXHIBIT A-1 FORM OF CERTIFICATE OF ACCEPTANCE OF ASTOUND BROADBAND LLC wise in connection with any claim of "diversity of citizenship" under 28 U.S.C. Section 1441 (b), provided however that this clause shall not preclude removal to federal court where there is a bona fide federal question of subject matter juris- diction under 28 U.S.C. § 1331; and 8) Expressly declares and agrees that adequate and sufficient consideration has been provided for each and every promise, covenant, commitment and under- taking of the undersigned contained in the Franchise. In witness whereof, this Certificate is executed effective 1 2005. ASTOUND BROADBAND, LLC A Washington limited liability company BY: Steven B. Weed Chief Executive Officer ACKNOWLEDGEMENT State of Washington County of King On this day of in the year 2005, before me, James A. Penney, a Notary Public, personally appeared Steven B. Weed personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the Certificate of Acceptance as Chief Executive Officer of Astound Broadband, LLC and acknowledged to me that he executed said instrument on behalf of said limited liability company. James A. Penney NOTARY PUBLIC in and for the State of Washington, residing at Seattle My commission expires September 29, 2008 R051004 Page 10 EXHIBIT A-2 FORM OF CERTIFICATE OF ACCEPTANCE FOR WAVEDIVISION HOLDINGS This Certificate of Acceptance is made and delivered to the COUNTY of CONTRA Costa, CALIFORNIA ("COUNTY") by WaveDivision Holdings, LLC, a Delaware limited li- ability company, ("WAVEDIVISION" or "Guarantor") with reference to (i) that certain RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CONDITIONALLY APPROVING THE TRANSFER OF THE COUNTY'S CABLE TELE- VISION FRANCHISE FROM SEREN INNOVATIONS, INC. TO ASTOUND BROADBAND LLC ("Resolution"), (II) that certain LIMITED CABLE FRANCHISE AGREEMENT BETWEEN CONTRA COSTA COUNTY, CALIFORNIA AND SEREN IN- NOVATIONS, INC. adopted by the County on or about April 23, 2002 as Resolution No. 2002/341 ("Franchise Agreement") (the applicable sections of Chapter 58 of the Contra Costa County Code, the Franchise Agreement and the Resolution, hereinafter collec- tively "the Franchise"). WAVEDIVISION hereby unconditionally, irrevocably and without reservation AC- CEPTS, pursuant to the Guaranty, each and every term, condition, restriction and provi- sion of the Franchise including without limitation the Customer Service Regulations subject to Applicable Law. By the execution, delivery and filing of this Certificate, the undersigned further (1) Covenants and promises to faithfully undertake and perform each and every promise, covenant, commitment and undertaking contained in the Franchise subject to Applicable Law as defined therein; (2) Represents and warrants that this Certificate, the Franchise and the resulting contract constitute a valid and binding obligation, as to each and every term thereof, enforceable against the undersigned in accordance with the terms thereof subject to Applicable Law as defined therein; (3) Represents and warrants that the execution and delivery of this Certificate has been duly authorized and approved by the manager and/or management committee of WAVEDIVISION; (4) Represents and warrants that the person who has executed this Certificate on behalf of WAVEDIVISION is duly authorized to do so by all necessary action; (5) Represents and warrants that the execution and delivery of this Certificate does not violate any provision of the articles of organization, operating agree- ment and/or by-laws of said limited liability company; (6) Expressly declares and agrees that the courts of the State of California shall have jurisdiction over WAVEDIVISION in any action arising under the Franchise and expressly consents to service of process pursuant to California Code of Civil Procedure Section 415.20(a) at any California office of the Franchisee as to any action arising under or purporting to rise under the Franchise; R051004 Page 1 1 EXHIBIT A=2 FORM OF CERTIFICATE OF ACCEPTANCE FOR WAVEDIVISION HOLDINGS (7) Expressly declares and agrees that, for the purpose of any action arising un- der the Franchise and for no other purpose, its principal place of business shall be deemed to be within the State of California, and that it shall not assert other- wise in connection with any claim of "diversity of citizenship" under 28 U.S.C. Section 1441 (b), provided however that this clause shall not preclude removal to federal court where there is a bona fide federal question of subject matter juris- diction under 28 U.S.C. § 1331; and 8) Expressly declares and agrees that adequate and sufficient consideration has been provided for each and every promise, covenant, commitment and under- taking of the undersigned contained in the Franchise. In witness whereof, this Certificate is executed effective 1 2005. WAVEDIVISION HOLDINGS, LLC A Delaware limited liability company By: Steven B. Weed Chief Executive Officer ACKNOWLEDGEMENT State of Washington County of King On this day of in the year 2005, before me, James A. Penney, a Notary Public, personally appeared Steven B. Weed personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the Certificate of Acceptance as Chief Executive Officer of WaveDivision Holdings, LLC and acknowl- edged to me that he executed said instrument on behalf of said limited liability company. James A. Penney NOTARY PUBLIC in and for the State of Washington, residing at Seattle My commission expires September 29, 2008 R051004 Page 12 EXHIBIT B GUARANTY OF WAVEDIVISION HOLDINGS LLC This Guaranty ("Guaranty") is made by WAVEDIVISION HOLDINGS LLC, A Delaware limited liability company ("WAVEDIVISION"), as of , 2005, in favor of CON- TRA COSTA COUNTY (the "COUNTY") in consideration of the following recitals: WHEREAS, pursuant to Chapter 58 of the Contra Costa County Code, and that certain ""Limited Cable Franchise Agreement between Contra Costa County, California and Seren Innovations, Inc." adopted by the Contra Costa County Board of Supervisors ("COUNTY") on or about April 23, 2002 as Resolution 2002/341 ("Franchise Agreement") (the applicable sections of the Contra Costa County Code and the Franchise Agreement hereinafter the "Franchise"), the COUNTY granted to Seren Innovations, Inc, a Minnesota corporation ("SEREN") a nonexclusive franchise to install, construct, operate, and main- tain a cable communications system ("System") in the COUNTY for a term expiring on a date fifteen (15) years after the date accepted by the Franchisee; and WHEREAS, on or about August 1, 2005, SEREty filed an application for consent by the COUNTY to a assignment of franchise pursuant to section 58-4.028 ("Form 394"); and WHEREAS, pursuant to the Form 394, SEREN proposes to assign all of its rights and obligations under the CouNTY's Franchise ("Transfer") to Astound Broadband LLC, a Washington limited liability company ("ASTOUND"); and WHEREAS, as an inducement to COUNTY to approve the Transfer, WAVEDIVISION has agreed to guarantee the performance of ASTOUND as to each and every obligation of the Franchise pursuant to a guaranty with waiver of defenses; and WHEREAS, WAVEDIVISION is the sole owner of ASTOUND and an Affiliate thereof pursuant to the terms of the Franchise Agreement; 1. Obligations Guaranteed. In consideration of the CouNTY's approval of the Transfer, WAVEDIVISION hereby absolutely, irrevocably and unconditionally guarantees the full and faithful performance by ASTOUND ("Franchisee") of all of the terms, cove- nants, conditions and agreements contained in the Franchise, including without limita- tion, all matters contained in the Certificate of Acceptance and Resolution, subject to Applicable Law. For purposes of this Guaranty, "Applicable Law" shall mean any law, statute, charter, ordinance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction (whether tempo- rary, preliminary or permanent), judgment, decree or other order which has been is- sued, executed, entered and deemed applicable to COUNTY, either specifically or by ref- erence to a class including COUNTY, by any court of competent jurisdiction or other fed- eral or state department, commission, board or agency. 2. Representations and Warranties. WAVEDIVISION hereby represents and war- rants that: A. WAVEDIVISION has investigated fully whether any benefit or advance will inure to WAVEDIVISION by reason of the execution of this Guaranty, and has determined that a R051004 Page 13 EXHIBIT B GUARANTY OF WAVEDIVISION HOLDINGS LLC direct or indirect benefit will inure to WAVEDIVISION by reason of the execution of this Guaranty. B. This Guaranty is a legal, valid and binding agreement Of WavEDivIsIoN that is enforceable in accordance with its terms. C. The Franchise is legal, valid and binding and enforceable against Franchisee in accordance with its terms, subject to Applicable Law. D. The financial statements Of WAVEDIVISION-for the twelve months ended De- cember 31, 2004 heretofore delivered to the COUNTY are true and correct in all respects, and fairly present the financial position or results of operations, as the case may be, for the period or as of the date indicated on such statements, and no material adverse change has occurred in the financial condition Of WAVEDIVISION since the date thereof. E. WAVEDIVISION has full right, power and authority to execute and deliver this Guaranty, and to perform the undertakings contained herein and the transactions con- templated hereby, and all corporate or other action necessary to authorize the execution and delivery of this Guaranty, and the performance of the undertakings contained herein and the transactions contemplated hereby, have been taken. F. No approval, consent, exemption or other action, or notice to or filing with, any governmental or public body or authority is required in connection with the execution, delivery, performance and enforcement of this Guaranty. .3. Authority of the COUNTY and/or the Franchisee. WAVEDIVISION hereby agrees that subject only to the provisions of the Franchise which have been agreed to by the Franchisee, the COUNTY and/or the Franchisee may in such manner, upon such terms and at such times as the COUNTY and/or Franchisee deems best and without notice to WAVEDIVISION (a) alter, modify, compromise, accelerate, extend or change the time or manner for the performance of any obligation hereby guaranteed, or otherwise change any term of the Franchise or (b) add any one or more guarantors. Unless in a writing signed by the COUNTY and WAVEDIVISION, no exercise or nonexercise by the COUNTY Of any right given it by this Guaranty, no dealing by the COUNTY with the Franchisee or any other guarantor, or any other person, and no change, impairment, release or suspen- sion of any right or remedy of the COUNTY shall in any way affect any of the obligations Of WAVEDIVISION hereunder. If the COUNTY has now exculpated or hereafter exculpates Franchisee from liability in whole or in part other than in a writing signed by the Franchi- see and/or WAVEDIVISION, such exculpation and agreement shall not affect the obliga- tions Of WAVEDIVISION under this Guaranty, it being understood that WAVEDivisioN's ob- ligations hereunder are independent of the obligations of Franchisee and are to be con- strued as if no such exculpation or agreement had been given to Franchisee by the COUNTY. WAVEDIVISION further acknowledges and agrees that if any such exculpation or agreement has been given by the COUNTY in a writing signed by the Franchisee, the COUNTY has done so in reliance upon the agreements Of WAVEDIVISION expressed herein. In any action by the COUNTY to enforce this Guaranty against WAVEDIVISION, R051004 Page 14 EXHIBIT B GUARANTY OF WAVEDIVISION HOLDINGS LLC WAVEDIVISION shall bear the burden of establishing the existence and terms of such a written exculpation of the Franchisee and/or WAVEDIVISION by the COUNTY. 4. Waivers by WAVEDIVISION. WAVEDIVISION hereby expressly waives and relin- quishes any and all defenses to enforcement of this Guaranty including without limita- tion (a) any right to require the COUNTY, as a condition precedent or concurrent to en- forcement of this Guaranty, to proceed against Franchisee or any other person or to pursue any other right or remedy in the CouNN's power before proceeding against WAVEDIVISION; (b) notice of the acceptance of this Guaranty by any person; (c) demand, notice of default or nonpayment, presentment, protest, and all other notices of any kind to which WAVEDIVISION might otherwise be entitled in connection with this Guaranty, in- cluding, but not limited to, notice of the existence, creation or incurring of any new or additional obligations or of any action or nonaction on the part of Franchisee; (d) any defense based upon an election of remedies by the COUNTY or any other act, actions, or failure to act by or on behalf of the COUNTY which destroys or otherwise impairs the sub- rogation rights of WAVEDIVISION or the right Of WAVEDivisIory to proceed against Fran- chisee for reimbursement, or both, including any defense available to WAVEDIVISION to a deficiency judgment arising from the destruction Of WavEDivIsiotv's subrogation rights; (e) any defense based upon any statute or rule of law which provides that an offer of performance exonerates a surety; (f) any defense arising because of the COUNTY's election, in any proceeding instituted under the federal Bankruptcy Code, or the appli- cation or Section 1111(b)(2) of the federal Bankruptcy Code of 1978, as amended; and (g) any defense under Section 364 of the federal Bankruptcy Code of 1978, as amended, it being agreed by WAVEDIVISION that the failure of the COUNTY to exercise any rights or remedies it has or may have against the Franchisee shall in no way impair the obligation of such Guaranty and that the liability Of WAVEDivIsIoN hereunder is and shall be direct and unconditional. 5. Independent Investigation by WAVEDIVISION. WAVEDIVISION has made an in- dependent investigation of the financial condition and the ability of Franchisee to per- form the obligations hereby guaranteed prior to making this Guaranty. WAVEDIVISION hereby waives any defense that WAVEDIVISION may have by reason of the failure of the COUNTY to provide WAVEDIVISION with any "Information respecting the financial condition of Franchisee or Franchisee's ability to perform any of the obligations hereby guaran- teed, and any duty on the part of the COUNTY to disclose to WAVEDIVISION any facts that the COUNTY may now or hereafter know about Franchisee, regardless of whether the COUNTY has reason to believe that any such facts materially increase the risk beyond that which WAVEDIVISION intends to assume or has reason to believe that such facts are unknown to WAVEDIVISION or has a reasonable opportunity to communicate such facts to WAVEDIVISION. WAVEDIVISION understands and agrees that WAVEDIVISION is fully re- sponsible for being and keeping informed of the financial condition of Franchisee and of all circumstances bearing on the risk of nonperformance of any obligations hereby guaranteed. 6. Remedies Cumulative. All rights, power and remedies of the COUNTY hereunder shall be cumulative and not alternative and such rights, powers and reme- dies shall be in addition to all rights, powers and remedies given to the COUNTY by law. R051004 Page 15 EXHIBIT B GUARANTY OF WAVEDIVISION HOLDINGS LLC This guaranty is in addition to and exclusive of the guaranty of any other WAVEDivisiory of any obligations of Franchisee to the COUNTY. 7. Notices. All notices, reports or demands required to be given under this Guaranty shall be in writing and shall be deemed to be given when delivered personally to the party designated below, or when delivered by the United States mail in a sealed envelope, with registered or certified mail, postage prepaid thereon, or delivered by ex- press mail or nationally recognized overnight air courier addressed to the party to which notice, report or demand is being given, as follows: If to COUNTY: Director, Office of Communications and Media CONTRA COSTA COUNTY 10 Douglas, Suite 210 Martinez, California 94553 if to GUARANTOR: WAVEDIVISION HOLDINGS, LLC Attention: President/CEO 401 Kirkland Place, Suite 410 Kirkland, WA 98033 Such addresses may be changed by either party upon notice to the other party given as provided in this Section. 8. Actions. The obligations Of WAVEDIVISION hereunder are independent obliga- tions of WAVEDIVISION and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against WAVEDIVISION, whether or not Franchi- see is joined therein or a separate action or actions are brought against Franchisee. The COUNTY may maintain successive actions for other defaults. This Guaranty may be enforced by an action against WAVEDIVISION, without the necessity of joining in such ac- tion any other guarantor of the obligations guaranteed hereby. The CouNTr's rights hereunder shall not be exhausted by exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all obligations the performance of which are hereby guaranteed, have been fully performed. 9. Severability. If any provision or portion thereof of this Guaranty is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Guaranty, and the remaining provisions and portions thereof shall continue in full force and effect. 10. Binding Effect: Assignment. This Guaranty shall inure to the benefit of the COUNTY and its successors and assigns and shall bind the successors and assigns of WAVEDIVISION. 11. Release Of WAVEDIVISION. No provisions of this Guaranty or right of the COUNTY hereunder can be waived in whole or in part, nor can WAVEDIVISION be released from WavEDIvIsIoN's obligations hereunder except by a writing expressly referring to this Guaranty and duly executed by the COUNTY. R051004 Page 16 EXHIBIT B GUARANTY OF WAVEDIVISION HOLDINGS LLC 12. Miscellaneous. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter. The word "person," as used herein, shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever. Each reference to "WAVEDIVISION" herein shall mean the undersigned. WAVEDIVISION HOLDINGS, LLC A Delaware limited liability company Steven B. Weed Its Chief Executive Officer ACKNOWLEDGEMENT State of Washington County of King On this _ day of in the year 2005, before me James A. Penney, a Notary Public, personally appeared Steven B. Weed personally known to me (or proved to me on the basis of satisfactory evidence) to be the'person who executed the Guaranty as Chief Executive Officer of WaveDivision Holdings, LLC and acknowledged to me that he executed said instrument on behalf of said limited liability company. James A. Penney NOTARY PUBLIC in and for the State of Washington, residing at Seattle My commission expires September 29, 2008 R051004 Page 17 EXHIBIT C AERIAL SUPPLY SERVICE DROP COMPLIANCE WORK PROGRAM 1. Concurrently with the filing of the Certificate of Acceptance, the Franchisee shall undertake a complete (100% sample) of its aerial supply service drops that cross Streets ("Cross-Street Installations") to determine those Installations which do not strictly comply with the ground clearance requirements of applicable PUC regulations and general orders ("PUC Requirements"). 2. In any instance in which the Franchisee determines that any aspect of a Cross-Street Installation fails to comply with PUC Requirements, the Franchisee shall thereupon undertake immediate corrective action. The foregoing audit and the correc- tive action hereinafter collectively the "Work Program." 3. From and after the Effective Date of the Transfer, ASTOUND shall employ such staffing and equipment to this Work Program as to ensure completion and shall com- plete said Work Program within six (6) months from the date of filing of the Certificate of Acceptance. 4. All work undertaken in connection with the Work Program shall be at the sole cost of the Franchisee and shall not be assessed directly or indirectly to any Subscriber of the System. 5. Upon completion of the Work Program, ASTOUND shall notify COUNTY of said completion and thereupon shall undertake such further sampling as the COUNTY make direct to ensure said completion to the CoutvTY's reasonable satisfaction ("Completion Sampling"). The COUNTY may, but shall not be required to, retain a consultant pursuant to Section III.E and IV.C.1 of the Franchise Agreement to perform such Completion Sampling. If the COUNTY determines not to require ASTOUND to conduct Completion Sampling or determines not to retain a consultant to perform such Completion Sam- pling, the Work Program shall be deemed completed to the satisfaction of the COUNTY. 6. Should the Completion Sampling performed by ASTOUND and/or the COUNTY'S consultant disclose further non-compliance, the Franchisee shall thereupon undertake immediate corrective action. On completion of such corrective action, ASTOUND shall notify COUNTY of said completion and the COUNTY shall have the right to inspect such corrective action taken by Astound or may retain a consultant pursuant to Section III.E and IV.C.1 of the Franchise Agreement to inspect such corrective action. If the COUNTY determines the corrective action to be substantially complete, determines not to conduct an inspection of such corrective action or determines not to retain a consultant to con- duct an inspection of such corrective action, the Work Program shall be deemed com- pleted to the satisfaction of the COUNTY. 7. With regard to any consultant retained by the COUNTY pursuant to sections 5 and/or 6 above, all reasonable fees of such consultants incurred by COUNTY shall be borne equally by ASTOUND and COUNTY, provided that AsTouND's share of such costs shall not exceed twenty thousand ($20,000) in any one twelve (12) month period. The COUNTY may deduct AsTourvD's share from the Security Fund, if it shall remain unpaid R051004 Page 18 EXHIBIT C AERIAL SUPPLY SERVICE DROP COMPLIANCE WORK PROGRAM fifteen (15) days after presentation for payment. Nothing in the foregoing shall entitle ASTOUND to have any role in the selection Of COUNTY'S consultants. 8. Failure to timely undertake, pursue and/or complete the Work Program shall be an event of default under the Franchise Agreement. 9. In addition to and apart from the foregoing work Program, ASTOUND shall un- dertake a review of all of its aerial supply service drops that do not cross Streets ("Non- Cross-Street Installations") to determine those Non-Cross-Street Installations which do not strictly comply with the ground clearance requirements of applicable PUC Regula- tions and take appropriate corrective action. Astound shall hereafter report of the prog- ress of its review and correction of Non-Cross-Street Installations as part of its Annual Report pursuant to Section XI.B of the Franchise Agreement. Failure to undertake, pur- sue and/or complete the review of the Non-Cross-Street Installations and/or to timely report thereupon in the Annual Report shall be an event of default under the Franchise agreement but shall not be deemed a failure of a condition to the Transfer or the CouNTY's approval thereof. R051004 Page 19 EXHIBIT D AMENDMENT TO SECTION VLE OF THE FRANCHISE AGREEMENT Within ninety (90) days after the filing of the Certificate of Acceptance, the Fran- chisee shall add the following Additional Annual Sites to the COUNTY's I-Net: 1. 2355 Stanwell Drive, Concord, CA 94520-4808 (Concord Public Health Cen- ter); 2. 2377 Stanwell Drive, Concord, CA 94520-4808; 3. 1465 Enea Circle, Concord, CA 94520-7914. Additionally, the Franchisee shall have the following obligations with respect to the operation of the COUNTY's I-Net: 1. Franchisee support to the COUNTY I-Net system shall include: a. All necessary resources to provide 24x7x365 technical support with a goal to achieve a 30-minute call-back for 100% of the service request calls re- ceived from COUNTY staff and a 4 hr. fix time for incidents, it being understood that such time frames may be impossible to meet under some unusual circum- stances. b. COUNTY Information Technology (IT) staff shall hold coded badges which allow unrestricted entry into Franchisee's headend to access I-Net related equipment. This shall include access to both the co-location room and headend control room. COUNTY shall be responsible for all actions of such staff at all times. 2. Franchisee shall provide the COUNTY IT Department staff with 72-hours prior notice of any non-emergency system changes that are expected to have a material ef- fect on the I-Net. 3. Franchisee shall notify the COUNTY of any substantial level of"hacking" activ- ity (successful or not) known to Franchisee occurring on Franchisee's system within 24 hours of Franchisee becoming aware of the situation. 4. Franchisee shall provide the COUNTY's IT Department with quarterly Network Traffic and Usage reports in a mutually agreed upon format. 5. Franchisee shall host bi-annual "Tech Talk" sessions between COUNTY IT staff and Franchisee technical staff at such locations and times as the parties may mu- tually agree and shall provide an annual update of I-Net documentation including "as- builts" and other mutually agreed upon technical documentation. R051004 Page 20 Attachment A Contra Costa County Franchise Fee Analysis Backgound Contra Costa County recently reviewed a copy of the final report of an audit of franchise fee payments by Seren Innovations, Inc. Innovations, Inc. to the Cities of Concord and Walnut Creek entitled"Cable Television Franchise Fee Analysis of Seren Innovations, Inc. for the Cities of Concord and Walnut Creek, California"dated August 17, 2005 and prepared by Ashpaugh& Sculco, Certified Public Accountants and Consultants, PLC of Winter Park, Florida.("Final Report"). The Final Report found underpayments of both franchise fees and PEG support payments by Seren for the period from January 1, 2001 through September 30, 2004. Additionally,using revenues reported by Seren for the period of October 1, 2004 through June 30, 2005,the Final Report estimated revenues for the quarter ending September 30, 2005 and thereupon estimated underpayments for the period from October 1, 2004 through September 30, 2005. Based on the Final Report, Seren and the Contra Costa County discussed the likelihood that similar underpayments occurred regarding County fees. As a result, Seren agreed to estimate the underpayment of fees to the County using the findings of the Aspaugh& Sculco Final Report as the basis for the estimation. Franchise Fee Analysis By mutual agreement, Seren used the analysis for the City of Concord as the basis for estimating the underpayment. Based on Table 1 A, line 28 up the Final Report, Seren determined that Total Gross Revenues for the City of Concord had been under-reported by 4.8%. Applying this percentage to the Total Gross Revenue paid to the County resulted in a Total Gross Revenue underpayment of$63,198, as shown in the attached Table. Multiplying the Franchise Fee percentage(5%)times the underpayment; the Franchise Fee underpayment was estimated to be$3,160. Additional Interest Charges owed due to underpayment were calculated using Table I A, Line 3 3, as shown on the attached Table. PEG Fee Analysis Analysis regarding underpayment of PEG fees was done using Table 1 B, line 5 of the Final Report. This analysis showed that Seren had underpaid the City of Concord by .12% of the corrected Total Gross Revenues. Applying the same underpayment percentage to the County's corrected Total Gross Revenue resulted in an estimated underpayment of$1,656, as shown on the attached Table. Additional Interest Charges owed due to underpayment of PEG fees were calculated using Table 1 B, line 6, as shown on the attached Table. Analysis Costs Analysis Costs were also estimated using Table 1A, line 35. For the City of Concord, these costs were determined to 12.7% of the underpayment of Franchise Fees and Interest Due. Applying the same-percentage to Seren's underpayment to the County of Franchise Fees and Interest Due resulted in estimated analysis costs of$454, as shown on the attached Table, Summary Based on this analysis, Seren estimates that the total amount owed to Contra Costa County is $5,870. f r O �w V� Vo ILD COO, (A. 4� r' 40 � \iuq) -COO �cam. a -c� ° ° cv uo- ° o d IL p. 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