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HomeMy WebLinkAboutMINUTES - 04131999 - SD3 HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA TO: BOARD OF COMMISSIONERS FROM: Robert McEwan, Acting Executive Director DATE: April 13, 1999 SUBJECT: APPROVE CONTRACT BETWEEN TCI OF CALIFORNIA.AND THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA SPECIFIC REQUEST(S) OR RECOMMENDATION(S) &BACKGROUND AND JUSTIFICATION 1. RECONOAENDED ACTION: APPROVE contract between TCI of California and the Housing Authority of the County of Contra Costa for Housing Authority developments at Las Deltas,Bayo Vista,Alhambra Terrace,Hacienda,Los Medanos Pueblo, Casa de Serena,El Pueblo,Elder Winds,Bridgemont,Casa del Rio,Los Arboles, Casa de Mafiana, and Los Nogales. Authorize the Executive Director of the Housing Authority of the County of Contra Costa to execute addendums as necessary. Representative contract and list of affected developments are attached as Exhibit A. IT. FINANCIAL IMPACT: TCI of California will pay to the Housing Authority$1.00 per unit per month for Cablevision access compensation for each of the Individual Rate Accounts(approximately 800 units). This will generate approximately$9,600.00 per year for the Housing Authority tenants services account. III. REASONS FOR RECONQ�IEN'DATION/BACKGROUND TCI of California provides cablevision service to 13 Housing Authority developments. Four of these developments are "Senior/Disabled"designates and the Housing Authority has negotiated a Bulk Rate discount for cablevision services for a monetary savings to these tenants. TCI of California provides"Access Compensation"payment to the Housing Authority for use of premises for cabling. This fee is credited to the Housing Authority tenants services account. The Housing Authority requires a contractual agreement for utility services. IV. CONSEQUENCES OF NTEGATIVE ACTION: Tenants would be denied access to cablevision services. The Housing Authority tenants services account would not receive$9,600.00 per year. CONTINUED ON ATTACHMENT: YES SIGNATURE RECOM'vIENIDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COl\rMTTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON April 13, 1399 APPROVED AS RECONPvIENDED XX OTHER VOTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A XX LT7ANWOUS (ABSENT ® ® - v - m m ) TRUE AND CORRECT COPY OF AN AYES. NOES. ACTION TAKEN,AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF CON MI SSIONERS ON THE DATE SHOWN. ATTESTED Al2ri 13, _099 PHIL BATCHELOR,CLERK OF THE BOARD OF COMMISSIONERS AND COUNTY ADMINISTRATOR BY. } ,DEPUTY H:\rongusntz\Guelde-i\Utilities\Cable TV\Board Order CATV.doc EXHIBIT A Attached is a copy of the contract to be used for the locations listed below: 1. Los Nogales Development 1 Walnut Boulevard, Brentwood, CA 94513 2. Los Arboles Development 1 Las Duras Avenue, Oakley, CA 94561 3. Bridgemont Development 801 J Street, Antioch, CA 94509 4. Casa del Rio Development 615 W. Seventh Street, Antioch, CA 94509 5. El Pueblo Development 875 El Pueblo Avenue, Pittsburg, CA 94565 6. Los Medanos Pueblo Development 52 Pueblo Avenue, Bay Point, CA 94565 7. Alhambra Terrace Development 3133 Estudillo Street, Martinez, CA 94553 8. Bayo `lista Development 2 California Street, Rodeo, CA 94572 9. Las Deltas Development 1641 N. Jade Street, Richmond, CA 94801 10. Elder Winds Development 2100 Buchanan Road, Antioch, CA 94509 11. Casa de Serena Development 1416-1065 Clearland Drive, Bay Point, CA 94565 12. Hacienda Development 1111 Ferry Street, Martinez, CA 94533 13. Casa de Manana 990-A Rosemary Lane, Oakley, CA 94561 ContractA AGREEMENT BETWEEN THE HOUSING AUTHORITY -O THE QUNTY.0 A)NTRe CDSTA AND Tele — Vue Systems, Inca dba TCI of California I. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Televents of East County, Inc. dba TCI of California, a California corporation ("Company"). 2„ Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 1 Walnut Blvd., Brentwood, CA 94513 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) (X) Individual Rate Account Company, or the Accents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) 'Bulk Rate Account. Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3e TERM.The term of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall. . permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as Los Nogales in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 1O.D of the ©welling Lease, a copy of which is attached hereto as Exhibit 13 and incorporated herein. b. Pay Company within thirty (30) nays of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. co Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority, d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph, 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall, a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining; or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, rather than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-Interest. This Agreement shall be binding or, any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees, Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. Indemnification by Authority. Authority shall defend, indemnify, .save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(;) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or stile willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability �~ Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,0190,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as add itional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program's) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers` compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. if Company should renew the insuraricepoiicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance pollcy(les) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. B, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties,with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be flied in the Superior Court of the County of Contra Costa, California. 1.4. Effective Date. The effective date of this Agreement shall be A rip 13t�th, 1999. AUTHORITY COMPANY By: By: Chairperson, Board of Supervisors (President or Vice President) ATTEST: By: Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator Note to Company: By: Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwen Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel By: Deputy EXHIBIT A Channel Line Up rhannel Line-up ,&IT1 2 KTVU-2 (FOX) 33 .Fox Sports s KORA-3 (NBC) Bay Area 4 KRON-4 (NBC) 34 AMC 5 KPIX-5 (GBS) 35 Bay TV 6 KVIE-6 (FBS) 36 Nickelodeon 7 KGO-7 (ABC) 37 LISA Network 8 KICL1-36 (IND) 38 7W7 9 KQIvL-9 (pBS) 39 VH1 10 Encore 40 MTV 11 KTXL-40 (IND) 41 Fox News Channel 12 KBHK-44 ('JPN) 42 E!TV 13 KOVR-13 (ABC) 43 The Learning 14 KDT'J-t4 (1II) Channel I5 HBO 44 Galavision 16 STARZ? 45 Cartoon Network 17 Showtime 46 CNBC 18 Disney Channel 47 Headline News 19 CC i V 48 ESPN2 20 KOFY-20 (WB) 5o QVC 21 KCSM-60 (PBS) 54 Sneak Prevue 22 KTNC-42 (IND) 54 Local 23 KXTV-10 (CBS) Programming 24 TBS 57 C-SPAN2 (2am•2p»s) 25 CNN 57 Request 4 26 FX (2pm-2am) 27 The Family 58 Cinemax Channel 60 C-SPAS; 28 Lifetime (Sans-]Qpm) 29 Discovery Channel 60 SPICE 30 A&E (taPM-54tH) 31 ESPN 61 Request 1 32 TNN Basic/Expanded Basic 1 p nniusn d Pay Per Vices Serving Brentwood 925.634.3583 Dw5782.04-CSR-G aremmod CorW55G FTA*10,15.20 08 CC t2-16-9 , ,. ,, 7 EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RATES for the Services Basic Service - per unit Basic & Expanded Basic Service - per unit EXHIBIT D Legal Description A 44 unit apartment complex located at: 990 A Rosemary Lane, Brentwood, CA 9451 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa housing Authority,as Authority and TCI of California,as Company for 1 Walnut Blvd.,Brentwood,CA 94513, dated April 311th , '1999 THIS ADDENDUM is made between Authority and Company described above. Ail undefined terms used herein will have the same meaning ascribed to them in the Agreement("Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY, By: By: Title: Title: Intranet X33/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele -- Vue Systems, Inc, dba TCI of California 1, Parties, The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Tele — Vue Systems, Inc. dba TCI of California, a California corporation; ("Company"), 2. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 990 — A Rosemary Lane, Oakley, CA 94561 (the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) ( ) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. (X) Bulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Sulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 1 TERM.The term of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall; a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asCasa De Manana in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall; a. provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. Na Third Party Beneficiaries. Northing in this Agreement, express or implied, is intended to confer on any person, ether than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 6. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cast and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. insurance, during the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the fallowing insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single lirnit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 04553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen dr., Ste.S, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Partes on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. 'Effective Date. The effective date of this Agreement shall be A rim 130th, 1999, AUTHO COMPANY ailfp-4 0' card of Supervisors (President or Vice President) r ATt ESS Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator Dote to Company: By: �.. Sign above and designate official F capacity in Deputy business, execute acknowledgment form, and affix notary statement, RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel DeputyF i EXHIBIT A Channel Line Up ,,Wi 2 KTVI.J-2 (FOX) 33 Fox Sports 3 KCRA-3 (NBC) Bay Area 4 KRON-4 (NBC) 34 ANIC 5 KPIX-5 (CBS) 35 Bay TV 6 KVIE-6 (FBS) 36 Nickelodeon 7 KGO-7 (ABC) 37 USA Network S KICU-36 (IND) 38 TNT 9 KQED-9 (PBS) 39 VHI 10 Encore 40 MTV 11 KTXL-40 (IND) 41 Fox News Channel 12 KBHK-44 (UPN) 42 EI TV 13 KOVR-13 (.ABC) 43 The Learning 14 I^ DTV-14 (UNI I) Channel 15 HBO 44 GaIavision 16 STARZ! 45 Cartoon Network 17 Showtime 46 CNBC 18 Disney Channel 47 Headline News 19 CCTV 48 ESPN2 20 KOFY 20 (WB) 50 QVC 21 KCS.-60 (PBS) 54 Sneak Prevue 22 KTNC-42 (IND) 54 Local. Programming 23 KXTV-1�J (CBS) 57 C-SPA1V2 24 TBS 25 CNN (2am-2pm) 57 Request 4 26 FX (2pm-2am) 27 The Family 58 Cinemax Channel 60 G-SWAN 28 Lifetime (yam-iopm) 29 Discovery Channel 60 SPICE 30 A&E (IUpm-yarn) 31 ESPN 61 Request 1 32 TNN Basic/F-xpanded Basic/Premium/Pay Per View Serving Brentwood 9250634.3583 ereho93W8 CLHG-16"97 " Corp/2554�fAAi(1,i5,20 8198 ry EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RATES for the Services Basic Service - $9.80 per unit Excludes taxes and fees Basic & Expanded Basic Service - per unit EXHIBIT D Legal Description A 40 unit apartment complex located at 990--A Rosemary Lane, Oakley, CA 94561 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCl of California,as Company for 990-A Rosemary Lane, Oakley, CA 94 dated April 30th , 1999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to them in the Agreement{"Agreement°}between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c,Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service: per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Title: Title: intranet 03117199 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dba TCI of California 1. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic („Authority") Tele -- Vue Systems, Inc. dba TCl of California, a California corporation ("Company„) 2. Purpose, Authority wishes to purchase multichannel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate locatedat 2109 Buchanan Road, Antioch, CA 94509 (the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) ( } Individual Rate Account; Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. (X) Bulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Sulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting,< serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The terra of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asElder Winds in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents roust occur as specified in paragraph 10.1) of the dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C. which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Preexisting cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall. a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, ether than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-interest. This Agreement shall be binding can any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation} all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the scale cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. insurance. wring the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-awned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement, Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that Cather insurance policies held by therm or their self-insurance program(s) shall not be required to contribute to any lass covered under Company's insurance policy or policies. b, Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid, The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Ear., Ste. B, Livermore, Ca 945503. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 1 2, Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the state of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14., Effective Date. The effective date of this Agreement shall be April 30th, 1599. AUTHORIT, COMPANY s; X 611/ By: .� By: _,` irp so , Sard of supervisors (President or Vice President) 4j AT MST: By: Phil Batchelor, Clerk of the Board of (Secretary or.Treasurer) Supervisors and County Administrator Note to Company: By: `"` ':- Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel By: y ` ,,... 7 ..�. Deputy i ro A.,r4 RA { : K R . t R xx I Tic BO # 41 �iFti # k i fi€��.Y� �iP#Pkf E 50 rte✓ 5V* IRS ��v�z 4 IAM S t r r y x Y r { 4 f J Hb! ��yir�` } 4'"�}!:t! SrCfaJ .,��r `:x'+isi4e .::d Gc :.. .tfr,..t✓r _ > r s F 77 tis7kzt,( /I+)€F }l.V ' C 93A x f t0 � 4 f EXHIBIT B Dwelling Lease 14 D. Interim Inspections, Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, shove the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RATES for the Services Basic Service - $11.37 per unit Excludes taxes and fees Basic& Expanded Basic Service - per unit EXHIBIT D Legal Description A 100 unit apartment complex located at; 2100 Buchanan Road, Antioch, CA 94509 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele -- Vue Systems, Inc, dba TC1 of California 1. Parties. The parties to this agreement ("Agreement") are the lousing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority"), Tele -- Vue Systems, Inc. dba TCI of California, a California corporation ("Company"). 2. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 1016-1065 Clearland drive, Bay Point, CA 94666 (the "Premises"). A legal description of the Premises is attached as Exhibit B. Company will provide the Services to the Premises as follows: (Check one) ( ) Individual Rate Account. Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. (X) Sulk Rate Account; Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting. serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Bate. 49 Obligations. AL Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as Casa De Serina in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 1O.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and 'Incorporated herein. b. Pay Company within thirty (30) days of receiving Company i^voices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. Be Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel lute-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification prevision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non.-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by there or their self-insurance program(s) shall not be required to contribute to any loss coverer! under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers` compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificates) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mall, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., (Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. B, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved i by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Lave. This Agreement shall be interpreted and enforced according to the 'laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective Date. The effective date of this Agreement shall be A rip € 3Cth, "999. AUTHORITY �, � COMPANY By. y: hir r,c5 Board of Supervisors (President or Vice President) T s ATT'E'ST:� By: Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator Note to Company: By; Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive director ECRM APPROVED: Victor J. Westrnan, County Counsel By: Deputy .,, `� � YYr .•�, �.�f � � { 4r,P a- K r 4•- 9f fry x F .o a °naa xt t ! ' t i t MOWN ml - I i �► 1 i 8 NCC ! �ng� �fP4Eftf?r SIANA 48 boml 49 Dtsm,v cti(7(V#U 5.0 f lily-v f v€s_d �< 1111111 S121 I E w t` �•., C- 0 IAMAA -- 8 f r > ,>z>' h��.. r f y,,J fir{ r �}f f T��•�Y� t i> S P �• 8 _ k�r "` JS rf •r-�v�,r ,Frr r I�I # k '�''` }�}yi6'`,�*",c.f �rr�,,,+,?, `t` f� Fy y'"�fF�,�.�{f�'`, i�c•�f �."y �}�'"�v�<•� {?�+dfj > <l! r r�+#�,�e f 5� �3rr, < � 'S`�s F fr+� ��. � r r fi o '�, fr ff (l0KII, OA11'fl y : ✓f 15 rr < r,f} rg {S(} M tt A r, rr. AF>rSc 18 hivl i 5 '(44 te#'aQy�) P {) X. � rj6�5 yAr},>r r < >s�t`�j{' j `,���•Y'•��j�jvr'w# }"'.} 4 EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform, routine inspections or maintenance, mace improvements or repairs, snow the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RATES for the Services Basic Service - $12.59 per unit Excludes taxes and fees Basic & Expanded Basic Service o per unit EXHIBIT D Legal Description A 50 unit apartment complex 'located at: 1016®1065 Clearland Drive, Bay Point, CA ; 4565 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. alba TCI of California 1. Parties. The parties to this agreement("Agreement") are the Dousing Authority of the County of Contra Costa, a pudic body, corporate and politic ("Authority") Tele -- flue Systems, Inc. dba TCI of California, a California corporation ("Company"). 2. Purpose` Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 1111 Perry Street, Martinez, CA 94553 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check erne) ( ) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. (X) Bulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as Hacienda in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph I O.d of the Dwelling Lease, a copy of which is attached hereto as Exhibit S and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-Interest, This Agreement shall be binding or, any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and Fold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sale cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or Its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sale cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. tering the term of this Agreement and any modification thereof, Company shall Keep in effect insurance policies meeting the following insurance requirements, a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(les) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, them Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(les) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid, The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Dousing Authority of the County of Centra Costa, 3133 Estudillo St,, Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen ter., Ste. B, Livermore, Ca 94550, 11. Modification, This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. f 2, Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13, Choice of Law. This Agreement shall be interpreted and enforced according to the lavas of the Mate of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14, Effective Date. The effective date of this Agreement shall be April 30th, 1099. AUTHORITY �-� COMPANY Cha` er-ort, Board of Supervisors (President or Vice President) f )OtEST: � �� By: Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator f f Dote to Company: By: ' f Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel fl h y ff Y By: ~ � Deputy 'J EXHIBIT A Channel Line Up � ► T C I MARTINEZ I PLEASANT HILL 1 SMALL PORTION 4F LAFAYETTE/WALNUT CREEK 1 ORINDA CHANNEL GUIDE _- 0 PAY-PER-VIEW 4(6AW0PM) + 30 C-,SPAN 1-800-885-4000 + 31 CNN »« 0 SPICE(10PM-6AM) 1 8 0 885 7000 + 32 I44SNC �- 1 PAY-PER-VIEW 1 + 133, CNBC 1-800-885-1000 + 34 FOX NEWS CHANNEL 2 K` VU 2(PDX) + 3 LOCAL PROGRAMMING + 4 KRON4(NEC) + t7 TNT. 5 KPIX-5(CBS) + 38 fmPN 6 KICU-36(ND) + 39 "aft-2 7 KGO-7(ABC) + 40 FOX SPORTS I3AY AREA 8 KTSF-26(PBS) + 41-TWGOLF CHANNEL 9 KOED-9(PBS) + 42 "OSA NEYW€ C- 10 KTEH-54(PBS) + 43 J 11 PREVUE GUIDE + 44 VN« , 12 KBHK44(UPN) + =45 T 19 KIWIS-FII(WB20) + 46 LIFETS IE 14 KDTV 14(UNI) + 47 AiE 15 KTNC 42(INC) + 48- THE HISTORY CHANNEL 16 KCSM 60(PBS) + 49 AMC 17 TSS + 50,T LEARNifiIC,CHANNEL 18 KCNS-38(INC) + 51 ANI t1-PLANET 19 CCTV + 52 FOX FAMILY CHANNEL 20 KPST-66(INC) + 53 TNEWEATHER'CHANNEL 21 KKPX-65(PAX) * 54 DISNEY CHANNEL 22 DISCOVERY-CHANNEL * 55 HBO 23 KORA-3(NBC) * 56 CINEMAX 24 KSTS48(TEL) * 57 SHOWTIME + 25 QVC * 58 STARZI + 26-EI * 59 ENCORE + '.27 COMED�YtSNTRAL, + e6.BETC , # 28'CARTOM AlbRIC + 81 04PAN 2 + 29 NICKELODEON` CCHAl2-16-99 + ExpardedBaslc;Service * Premium Channel 7 -� Pay-Per-View Channel CCC61 1199 EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, ;upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RATES for the Services Basic Service - $11.32 per unit Excludes taxes and fees Basic & Expanded Basic Service - per unit EXHIBIT D Legal Description A 50 unit apartment complex located at; 1111 Ferry Street, Martinez, CA 94553 .510 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dba TCI of California I. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Tele — Vue Systems, Inc. dba TCI of California, a California corporation ("Company„). 2. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 52 Puebla Avenue, Bay Point, CA 94565 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as fellows: (Check ane) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Bulk Mate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective [Date. 4. Obligations. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asLos Medanos Pueblo in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) clays of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the,Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating these services set forth in Exhibit A on or to Authority's Premises identified i paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company small: a. Provide Authority the Services set forth in Exhibit A. which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, ether than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-Interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 6. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person{s} or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation} arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the scale cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of 1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to set-vices performed by Company under this Agreements Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States retail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Dousing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. S, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective Date. The effective date of this Agreement shall be April 30th, 1999. AUTHORITY COMPANY irp son;'Br6ard of Supervisors (President or Vice President) t ATTEST: Ey Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator f r Note to Company: By; Sign above and designate official capacity in deputy business, execute acknowledgment form, and affix notary statement, RECOMMENDED FOR APPROVAL.: Housing Authority of the County of Contra Costa By: _ Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westrnan, County Counsel A y r AN/ By: Deputy # f fF$t,$ D'#`$1 rs4 � {4R►4�,fP 9'%@4 L$ IfN a' .. w.vx E r i @ ! ! ! a ■ 1 E 1 i i £ HBO ; 46 G!mm4 v, 47 [S?iHg! s i-E 48 h[y 1a#itt4��f•..� f 51 PAY "q �, ;` 3 1'�, Vf+:'rr i?1tt?li_t�lit�i f z j, tfi GFf £ F f //I } 1. - --._. .f✓ a E'9 tR tR Ea $F 10. -i¢'4 •� l .... f l_iR. F Fx , ill'€a1—f> W ..)) J ` M a V1'41 I, Vf J en - s # •.# t oaa "v � � �k�S,r.�t Xri�7�4, t„af.il rx��?�� �;.: EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to eater the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C RACES for the Services Basic Service - per unit Basic& Expanded Basic Service A per unit EXHIBIT" D Legal Description: A 86 unit apartment complex looted at: 52 Pueblo Avenue, Bay Point, CA 94565 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California, as Company for 52 Pueblo Avenue, Bay Point,CA 94565,dated April 30th , 9999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribedto them in the Agreement("Agreement")between the parties of equal date. 1 he parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c,Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: 'title: Title: Intrane' 03/17/95 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele— Vue Systems, Inc. dba TCI of California 1. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority"), Tele — Vue Systems, Inc. dba TCI of California, a California corporation ("Company"). Z. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate locatedat 615 W. Seventh Street, Antioch, CA 94569 (the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check cine) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Bulk Mate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Date, 49 Obligations. As Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asCasa del Rio in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10,D of the Dwelling tease, a copy of which is attached hereto as Exhibit S and incorporated herein. b, Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5, No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 5. Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. T. indemnification by Company. Company shall defend, indemnify, save, and held harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification,provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. S. indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements, a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injurer, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers; agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance pollcy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, dousing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. 8, Livermore, Ca 94550. 11. Modification, This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by bath Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13, Choice of Laws This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement 'shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective Lute. The effective date of this Agreement shall be A rim 130th, 1999. AUTHORI ; COMPANY ,/Ch6 rs3oard of Supervisors (President or Vice President) r Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator Note to Company: By; ,'` ,, Sign above and designate official PrP capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive director FORM APPROVED- Victor J. Westman, County Counsel eli NN Deputy u, t { :_of x '�Sv'��1'>�s ?.��4'`f•:��!'�ii•!:� a ! ! i ! R 1 TKt€t<at �Etct�ld 1 .•r 9 ! i P f • i 8 HBO ♦ EE . �, ` E F ' { 46 clidE."'AX i 47 1Aitd4 49 EwInf'a s t} na { YI 1}�r {34 frj3C 4' ,✓c%r �A � V.E is 4 r b 1 f F fit+li._4FMA} } • y' rA i} �t t k A { l #�k}:F3 f»� f3� `vie t! � ks i, }> dist{.{:`ijL:3}tit#�iti�1 4 s•° its .# I= ,r } , `�¢ %4 EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, mane improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written} statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT D Legal Description An 62 unit apartment complex located at: 615 W. Seventh Street, Antioch, CA 94509 ACCESS COMPENSATION ADDENDUM Attached to and farming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California,as Company for 615 W Seventh Street,Antioch,CA 94509,dated April 30th , 1999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to there in the Agreement(:,Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the ,purposes described in the Agreement,section 4 c,Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Title: Title: Intranet 03/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dbe TCI of California 1. parties, The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority„) Tele — Vue Systems, Inc. dba TCI of California, a California corporation ("Company") 2. Purpose, Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate',located at 875 EI Pueblo Avenue, Pittsburg, CA 14XS(the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. { ) Sulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be sighed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 8. TERM.The term of this Agreement shall be five years commencing can its Effective Cate. 4. Obligations. A. Authority shall; a. Permit Company to Install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as EI Pueblo in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10.13 of the Dwelling Lease, a copy of which is attached hereto as Exhibit 13 and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide servicer duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. . Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No'Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respectivesuccessors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-interest, This Agreement shall be binding on any si.rccessors-in- interest of either of the Parties. 7e indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees, Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 6. indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from�yor connected a}ywith �/tthe operations save and except the r�y Authority ryor yits � ofyf+iicers,/��agents, employees, or subcontractors hereunder, save and except claims or litigation Gnsi g through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority, This paragraph shall survive any termination of this Agreement, 12. Entire Agreement. This Agreement contains all the terms agreed to by beth Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the Mate of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective Date. The effective date of this Agreement shall be A ril 30th; 1000. AUTHORIT ' , ' COMPANY By: r p .;, ,, By: lgeir r oard of Supervisors (President or Vice President) f .d A T: Q By: Phil Batchelor, Clerk of the Beard of (Secretary or Treasurer) Supervisors and County Administrator Note to Company: By: Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel By: Deputy Fll f YRt lx t a ♦ et i t' I Twi War comfit: x x 1 s 1 8 iBO - 45 Cim ma, s 47 S;,S27'• { 48 hco[t 50 €'a htVita,1 5` m� `s V(�ty U off } 51f �f ftY-P,,i � 1� ,Aa'4 �5r of �J ��� {{✓G k 1 S [ �'t Vel ;u 0 l�t��� 4A1�9j r= A ! l �9 % MPW ,• r f (Jt. 'tw) IhEli€,3Y�vwf1 E(;IfiOf+tP'jM-6NM1) U •r*�, c f+#'r° r.r'.fif (AIi 111 PlY..P•..+ Vi}.,'t� Af f 6 EXHIBIT B Dwelling Lease 10 D, Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to eater the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C ELATES for the Services Basic Service - per unit Basic& Expended Basic Service - per unit EXHIBIT D Legal Description A 176 unit apartment complex located at. 875 El Pueblo Avenue, Pittsburg,_GA 9465 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa dousing Authority,as Authority and TCI of California,as Company for 875 El Pueblo Avenue,Pittsburg,CA 94555 dated April 30th, 1999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the saute meaning ascribed to thea in the Agreement("Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($4.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: Bv: Title: 'Title: intranet 43/18/49 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dba TCI of California 1. Parties. The parties to this agreement ("Agreement") are the Mousing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority„) Televents of Fast County, Inc. dba TCI of California, a California corporation ("Company"). 2. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 1 Las punas Avenge, Oakley, CA 94561 (the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Sulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Sulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asLos Arboles in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10.1) of the Dwelling lease, a copy of which is attached hereto as Exhibit S and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11, below, The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. & No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-Interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and bold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sale willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. . Insurance. Curing the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a, Liability Insurance, Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of 1,000,000 for all damages, including consequential damages. due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement, If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCl of California, 2333 Nissen Dr., Ste. B, Livermore, Ca 94550. 11. Modification, This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body, 12. Entire Agreement, This Agreement contains all the terms agreed to by bath Parties on the subject matter of this Agreement. No ether understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Lew, This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Centra Costa, California, 14. Effective Gate. The effective date of this Agreement shall be-April 30th, 1999. AUTHO MTY �� COMPANY SCh rpor' Board of Supervisors (President car Vice President) ATTEST: 5 By: Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator f Note to Company: By: s � Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement, RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel B Deputy ,' EXHIBIT A Channel Line Up T C� I 2 K7W-2 (FOX) 33 Fox Sports 3 KCRA-3 (NBC) 7 Bay Area 4 KRON-4 (NBC) 34 AMC 5 KPIX-5 (CBS) 35 Bay TV 6 KVIE-6 (PBS) 36 Nickelodeon 7 KGO-7 (ABC) 37 USA Network 8 KICU-36 (IND) 38 TNT 9 KQED-9 (PBS) 39 VH1 10 Encore 40 MT-V 11 KTXL-40 (IND) 41 Fox News Channel 12 KBHK-44 (UPN) 42 Ef TV 13 KOVR-13 (ABC) 43 The Learning 14 KM—V14 (UNI) Channel 15 HBO 44 Galavision 16 STARZ! 45 Cartoon Network 17 Showtime 46 CNBC 18 Disney Channel 47 Headline News 19 CCTV 48 ESPN2 20 KOF Y-20 (QNB) 50 QVC 21 KCSM-60 (PBS) 54 Sneak Prevue 22 KTNC-42 (IND) 54 Local 23 KProgrammingXTV-10 (CBS) 57 C-SP�u�l2 24 'TBS (zam-2pm) 25 CNN 57 .Request 4 26 FX (2pm-2am) 27 The Fancily 58 Cinemax Channel 60 C-SPAN 28 Lifetime (5arr-;0pm) 29 Discovery Channel 60 SPICE 30 A&E (]ppm-5am) 31 ESPN 61 Request 1 32 TNN Basic I Expanded Basic I Premium 1 Pay Per View Sewing Brentwood 925.634•3583 y ��q /may DW5162-01-CBR-G 8ren,wood CorpE1554 FTA tJ,!5,2G 6198 6.,+0.�i"lA/L,-16-99 "�' '' 7 EXHIBIT B ®welling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence wring normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT D Legal description A 30 unit apartment complex located at: 1 Las punas Avenue, Oak! ,_CA 94551 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California, as Company for? Las Dunas F2aad,Oakley CA 94561, dated April 30th , 1999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to them in the Agreement("Agreement')between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described In the Agreement,section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic & Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Title: Title: Intranet 03/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dba TCI of California 1. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Tele — Vue Systems, Inc. dba TCl of California, a California corporation ("Company"). 2. Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 2 California Street, Rodeo, CA 94572 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check cine) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Sulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Sulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. ` ERM.The term of this Agreement shall be five years commencing on its Effective Date. 4. Obligations. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as !Yoo Nista in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph IO.d of the dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Partes as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall; a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5, No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-Interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cast and expense of Company. This paragraph shall survive any termination of this Agreement. 6, Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sale willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. wring the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destructions of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers` Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(les) or acquire either (a) new insurance policy(les) or amend the coverage afforded through an endorsement to the pollcy(les) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCl of California, 2333 Nissen Dr., Ste. S, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Lave. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective Date. The effective date of this Agreement shall be April 30th, 1999. A.UTHORITy COMPANY By: By. hate r oard of Supervisors (President or Vice President) Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator Note to Company: By: ,#' Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel By: Deputy j �yrF✓,0{0j•✓fifif.S 4'�" r r_.'�3 f,c." .c rr x#•`,. r�ra�N���`fa•/yid P �'�"kh a}.aft ixinl"���i�� �Irl'Y THE NOME GHA INE[ f h ,��.xX !✓�Y f �r�f s yam; P 2 fi fiA a -1 i .✓.� fit: �$f� t`: f .u/� 'R .': #��r ✓fes. � �� r P�t`'�`f�'r,• " 1 1 � ,:tom{Y{ <F�Pr, ✓S,, yfW�� 1 3f >> e �N n r-. f � j -r f� ✓.� a5. {1 26 ppw-pi l Jf' 1i 3/24/9-97 1 G9 PKY f f t ett, 29 i.S SLtVftl= 30 STAR13 11 31 Cmima'- A€ j 32 SH a.w 12 It;( (h)[m. 33 HBO (i 0(3m' ol,A' ) 73 Y i pa 'V' t 74 Pf�nim CHa�r1 5193)"{. f - -� r f any' ♦3.i � ... ♦ �`!�o o'Y��CS,a r._4 pa F�9a s �� S � 5 .4. EXHIBIT B Dwelling !_ease 10 C. Interim Inspections. Tenant small permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perforin routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT D Legal Description A 250 unit apartment complex located at: 2 California Street, rodeo, CA 94572 ACCESS COMPENSATION ADDENDUM Attached to and forming a pert of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California, as Company for 2 California Street: Rodeo, CA 94573 dated April 30th , 1999 HIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to them in the Agreement("Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Title: Title: Intranet 03/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND 1. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Tele -- Vue Systems, Inc. dba TCI of California, a California corporation ("Company„). . Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate locatedat 801 J Street, Antioch, CA 94509 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Sulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Sulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3, TERM.The term of this Agreement shall be five years commencing on its Effective Cate. 4. Obligations. a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as Bridgemont in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 10,D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. restore Authority's 'remises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- --- 6. Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7, indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages; from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the scale negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may mare by reason of the matters that are the subject of this indemnification and; if requested y Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. indemnification by Authority. Authority shall defend, indemnify, save. and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the scale cast and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. During the terra of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the lass of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers` compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(les) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance, d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TC1 of California, 2333 Nissen Lir., Ste. S, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the b� ct m-atter o th , areement shI bei tcxi r`c ird 13, Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be fled in the Superior Court of the County of Contra Costa, California. 14, Effective Date. The effective date of this Agreement shall be April sOth, 1999. AUTHt? Tl'' r ✓ COMPANY -z" By: ,;. �, f fi, By: Cha rson card of Supervisors (President or Vice President) A` EST: t' — By: Phil Batchelor, Clea of the Board of (Secretary or Treasurer) Supervisors and County Administrator ! Note to Company: Fay, `mss. , ' Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel B if Deputy 1 •rf ) ,�f 1 3yka{t_t� R 1,1 mow Dow ! •� r r F t s t 8 HBO F F ♦! t s ^ 11 kTa 46 G#r flmi;x 47 ' imo! rr�,?'�r} .,'f'��r fY}`'� -./� r:✓ u r r r}f rH+ s {t I ! R •� s F �'4.' ;G'ri,�• r ✓f{�)r"'`l F'i%.:'•yh„rr.. � r i { o r f r o r < .c•Cff ,y 9.1 ��Y{:s �� {'+1�.+� ✓ <f :�ic� yi3 ..i4,.a ,k :.> m.Yth•`fw.xs r'��.wr 1 �. ;F� r #w•- 17 �((1;E(�1f(( 1,nf�ttt 1 i (4IIT P>c h`, Ifs m s •.>. a �m -. � � h'�` � � 4;12} `�"` z.� ^6r.aha} � aSr✓'✓r {{�, �-. � y 1•} !{ +� F 4 l ry Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for releasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. RATES for the Services Basic Service - per unit Basic & Expanded Basic Service W per unit Legal Description A 86 unit apartment complex located at: 801 J Street, Antioch, CA 94509 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California,as Company THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same !meaning ascribed to them in the Agreement("Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement, section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per Month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Itle: Title: .ntranet 03/.7/59 AGREEMENT BETWEEN THE HOUSING AUTHORITY Tele -- Vue Systems, Inc, dba TCI of California I, Parties, The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority"),Televents of East County, Inc. dba TCI of California, a California corporation ("Company"). . Purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at I Walnut Blvd., Brentwood, CA 94513 (the"Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows; (Check orae) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Bulk Rate Account; Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. . TERM.The terra of this Agreement shall be five years commencing on its Effective Cate. 4a Oblig tions. A. Authority shall: a. Permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known asLos Nogales in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph '10.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit E and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Preexisting cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. Bo Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. . Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7, indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnificationprevision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 6. indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9, insurance. luring the term of this Agreement and any modification thereof, Company shall Keep in effect insurance policies meeting the following insurance requirements, a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurances Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the ins irancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCl of California, 2333 Nissen Dr., Ste. 13, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entire Agreement. This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding - - --- the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective bate. The effective date of this Agreement shall be April 30th, 1999. AUTHOFUTY r �r� COMPANY "'Chalf0een card of Supervisors (President or Vice President) , s d i BEST: By: Phil Batchelor, Cleric of the Board of (Secretary or Treasurer) Supervisors and County Administrator r r Dote to Company: B <> Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Dousing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel ;3y. Deputy 'L }< 1 EXHIBIT A Channel Line Up * s s T 2 Ki"VU-2 (FOX) 33 Fox Shorts 3 KORA-3 (NSC) Bay Area 4 KRON-4 (NBC) 34 AMC 5 KPIX-5 (CBS) 35 Bay TV 6 KVIE-6 (PBS) 36 Nickelodeon 7 KGO-7 (ABC) 37 USA Network 8 KICU-36 (IND) 38 TNT 9 KQED-9 (PBS) 39 Vf 1 10 Encore 40 MTV 11 KTXL-40 (IND) 41 Fox.News Channel 12 KBHK-44 (UPN) 42 E!TV 13 KOVR-13 (ABC) 43 The Learning 14 KDTV-114 (`s3NI) Channel 15 HBO 44 Galavision 16 STAR? 45 Cartoon Network 17 Showtime 46 CNBC 18 DisneyChannel 47 Headline News 19 CCTV 48 ESPN2 20 KQl"r--20 (`ArB) 50 QVC 21 KCSM-60 (PBS) 54 Sneak Prevue 22 KIT NC-42 (IND) 54 Local 23 KX—TV-10 (CBS) Programming 57 C-SPAR72 24 TBS (.2am-2pm) 25 CNN 57 Request 4 26 FX (2pm-2am) 27 The Family 58 Cinemax Channel 60 C-SPAIN 28 Lifetime (5=40pm) 29 Discovery Channel 60 SPICE 30 A&.E (3l}pm-Sam) 31 ESPN 61 Request 1 32 TNN Basilc l Expanded Basic!Premium 1 Pay Per View Serving Brentwood 925.634.3583 �^r�v A ' { �q DWS162-01-CBR-C Brentwood CorW-554 FT010,i5,20 6198 7 EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT C MATES for the Services Basic Service - per unit Basic & Expanded Basic Service o per unit �EXHIBIT C1 Legal Description A 44 unit apartment complex located at:.990 A Rosemary Lane, Brentwood, CA 94513 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority, as Authority and TCI of California, as Company for 9 Walnut Blvd., Brentwood, CA 94593,elated April 39th , 1999 - -— i HIS ADDENDUM is made between Authority and Company described above. All undefined terms :used herein will have the same meaning ascribed to them in the Agreement("Agreement"}between the parties of equal date. The parties agree as follows: COMPENSATION. in exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c, Company agrees to provide to Authority the fallowing: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: By: Title: Title: Intranet 03/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tale — Vue Systems, Inc. dba TCI of California I. Parties. The parties to this agreement ("Agreement") are the Housing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority") Herita e Cablevision of Delaware, Inc. dba TCI of California, a California corporation ("Company"). 2. purpose. Authority wishes to purchase multi-channel video programming and any other services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 1601 N. .fade Street, Richmond, CA 94801 (the "Premises"). A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as fellows: (Check one) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Sulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk bate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Date. 4, Obligations. A. Authority shall: a. Permit Company to install in a location or locations, approved in writing by the Authority and to maintain all necessary equipment on Authority Premises known as Las Deltas Annex#2 in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph IO.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. Pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in Exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the Parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's Premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority, d. Permit Company to remove its Equipment from Authority's Premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's Premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after installing, maintaining, or removing Company Equipment. . No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties and their respective successors--in- interest, any rights or remedies under this Agreement. 6. Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties. 7. indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 8. indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. liability Insurance. Company shall provide comprehensive liability insurance, including coverage for owned and non-owned motor vehicles, with a minimum combined single limit coverage of 1,9{303,00 0 for all damages, including consequential damages, due to bodily iniury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers` Compensation and Employers' liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing liability, workers` compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(les) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail, Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. B, Livermore, Ca 945503. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entre Agreement, This Agreement contains all the terms agreed to by both Parties on the subject matter of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Centra Costa, California. 14. Effective Date. The effective date of this Agreement shall be April 30t , 1999. AUTHORITY , , � COMPANY !. . net0on, Beard of Supervisors (President or Vice President) i AliEST: �'� _ By: Phil Batchelor, Clerk of the Board of (Secretary or Treasurer), Supervisors and County Administrator s Note to Company: Bv; -r Sign above and designate official capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel Ceput�y ? � j� A + i MIMI a ;dl I �. I THE uHwls CHAm 3 HBO BMWs ✓ G Sa y,, d MX 21 DNITMAX d r ffi t/S r ..ate J f s1 f- f fS> S;C r !b rr •4'F 4rrr 5 f'�'�f'�:!` e R - . f I ✓: �� J $R• � Y A rr f R 4a 5.} Try. i f � Imu1! 4X •S. ,. xq.�yi 33 E.,,our EXHIBIT B Dwelling Lease 10 D. Interim Inspections. Tenant sell permit the Authority, upon reasonable advance notice, to enter the Residence during normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable. EXHIBIT D Legal Description A 60 unit apartment complex located at: 1601 N. Jade Street, Richmond, CA 94601 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa dousing Authority,as Authority and TCl of California,as Company for 1601 N.,lade Street, Richmond, CA 54801 —Annex#2 dated April 30th , 1959 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to thein in the Agreement("Agreement")between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c,Company agrees to provide to Authority the following: A payment of One Dollar($1,00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY: COMPANY: By: BY Title: Title: Intranet !73/17/99 AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA AND Tele — Vue Systems, Inc. dba TCI of California I. Parties. The parties to this agreement ('Agreement") are the dousing Authority of the County of Contra Costa, a public body, corporate and politic ("Authority"), Tele — Vue §ystems, Inc. dba TCI of California, a California corporation ("Company"). 2. Purpose. Authority wishes to purchase multi-channel video programming and any ether services that Company may lawfully provide (the "Services") from Company, and Company wishes to sell the Services to Authority, for that certain real estate located at 3133 Estudillo Street, Martinez, CA 94553 (the"Premises"), A legal description of the Premises is attached as Exhibit D. Company will provide the Services to the Premises as follows: (Check one) (X) Individual Rate Account: Company, or the Agents, will market and contract with individual residents of the Premises for all Services, and all arrangements for connecting, serving and billing residents of the Premises for the Services will be made directly between Company and such residents. ( ) Bulk Rate Account: Company will market and contract with the Authority for certain of the Services in accordance with a Bulk Rate Addendum to be signed by Company and Authority. Company, or the Agents, will market and contract with individual residents of the Premises for all other Services, and all arrangements for connecting, serving and billing residents of the Premises for such other Services will be made directly between Company or the Agents, and such residents. 3. TERM.The term of this Agreement shall be five years commencing on its Effective Bate. 4. Obligations. A. Authority shall: a. permit Company to install in a location or location(s) approved in writing by the Authority and to maintain all necessary equipment on Authority Premises mown as Alhambra Terrace in order for Company to provide Authority with the Services provided, however, that the presence of Company personnel in the units and yards of Authority residents must occur as specified in paragraph 1O.D of the Dwelling Lease, a copy of which is attached hereto as Exhibit B and incorporated herein. b. pay Company within thirty (30) days of receiving Company invoices for the Services provided Authority according to the schedule set forth in exhibit C, which is attached hereto and incorporated herein, which schedule may be modified by the parties as provided in paragraph 11. below. The prices for the Services may be increased on the same schedule and by the same percentage amount as Company increases its prices in the surrounding community. C. Not permit any person other than Company to provide services duplicating those services set forth in Exhibit A on or to Authority's premises identified in paragraph 4.A.a. above or to install equipment designed to duplicate those services on or to that property. Equipment installed by the Company is not a fixture, and upon any termination of this Agreement Company may remove or abandon the Equipment to the extent permitted by law. Pre-existing cable, taps, and passive devices remain the property of the Authority. d. Permit Company to remove its Equipment from Authority's premises identified in paragraph 3.A.a above within a reasonable time after any termination of this Agreement. B. Company shall: a. Provide Authority the Services set forth in Exhibit A, which services may be modified from time to time consistent with changes to the channel line-up in the surrounding community. b. Restore Authority's premises identified in paragraph 3.A.a above to its original condition, normal wear and tear excepted, after instailing, maintaining, or removing Company Equipment. 5. No "Gird Warty Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, ether than the Parties and their respective successors-in- interest, any rights or remedies under this Agreement. 6. Successors-in-interest. This Agreement shall be binding on any successors-in- interest of either of the Parties, 7. Indemnification by Company. Company shall defend, indemnify, save, and hold harmless Authority and its officers, agents, and employees from all claims, costs, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or Services of Company or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Authority or its officers, agents, or employees. Company will reimburse Authority for any expenditures, including reasonable attorneys' fees, Authority may make by reason of the matters that are the subject of this indemnification and, if requested by Authority, will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Company. This paragraph shall survive any termination of this Agreement. 6, Indemnification by Authority. Authority shall defend, indemnify, save, and hold harmless the Company and its officers, agents, and employees from all claims, casts, and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Authority or its officers, agents, employees, or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of Company or its officers, agents, or employees. Authority will reimburse Company for any expenditures, including reasonable attorneys' fees, Company may make by reason of the matters that are the subject of this indemnification and, if requested by Company, will defend any claims or litigation to which this indemnification provision applies at the sole cast and expense of Authority. This paragraph shall survive any termination of this Agreement. 9. Insurance. During the term of this Agreement and any modification thereof, Company shall keep in effect insurance policies meeting the following insurance requirements. a. Liability Insurance. Company shall provide comprehensive liability insurance, including coverage for awned and non-owned motor vehicles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include Authority and its officers, agent, and employees as additional insureds as to services performed by Company under this Agreement. Said policies shall constitute primary insurance as to Authority, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under Company's insurance policy or policies. b. Workers' Compensation and Employers' Liability Insurance. Company shall provide workers' compensation and employer's liability insurance as required by California Law. c. Certificate(s) of Insurance. Company shall provide Authority with (a) certificate(s) of insurance evidencing 'lability, workers' compensation, and employer's liability insurance as required herein no later than the effective date of this Agreement. If Company should renew the insurancepolicy(ies) or acquire either (a) new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy(ies) at any time during the term of this Agreement, then Company shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provision. The insurance policy(ies) provided by Company shall include a provision for thirty (30) days written notice to Authority before cancellation or material changes of the above specified coverage. 10. Notices. All notices necessary under this Agreement shall be in writing and shall be delivered by deposit in the United States mail, postage prepaid. The effective date of notice shall be the date of deposit in the mail. Notice to Authority shall be addressed to Facilities Manager, Housing Authority of the County of Contra Costa, 3133 Estudillo St., Martinez, CA 94553, and notice to Company shall be addressed to Commercial Account Manager, TCI of California, 2333 Nissen Dr., Ste. B, Livermore, Ca 94550. 11. Modification. This Agreement shall be modified only by a written document approved by both Parties, with Authority's approval subject to ratification by its legislative body. 12. Entice Agreement. This Agreement contains all the terms agreed to by both Parties on the subject mater of this Agreement. No ether understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party. 13. Choice of Law. This Agreement shall be interpreted and enforced according to the laws of the State of California, and any lawsuit regarding this Agreement shall be filed in the Superior Court of the County of Contra Costa, California. 14. Effective date, The effective date of this Agreement shall be April 30th, 1999. AUTHORITY COMPANY By: r` s f By: , hair*p6on, Board of Supervisors (President or Vice President) ATST: By: - Phil Batchelor, Clerk of the Board of (Secretary or Treasurer) Supervisors and County Administrator t' Note to Company: By. o Sign above and designate official ' capacity in Deputy business, execute acknowledgment form, and affix notary statement. RECOMMENDED FOR APPROVAL: Housing Authority of the County of Contra Costa By: _ Robert McEwan Acting Executive Director FORM APPROVED: Victor J. Westman, County Counsel By: Deputy ; { L: EXHIBIT A Channel Line Up i .wi C MARTINEZ/ PLEASANT HILL/SMALL PORTION OF LAFAYETTE/WALNUT CREEK/ORINDA CHANNEL GUIDE -� 0 PAY-PER-VIEW 4(6AM-10PM) + 30 C-SPAN 1-960-885-4000 + 31 CNN w� 0 SPICE(10PN-6AM) + -32 MSNBC 1-800-885-7000 �- 1 PAY-PER-VIEW 1 + 33 CNBC 1-800-885-1000 + 34 FOX NEWS CHANNEL 2 KTVU-2(PDX) + 35 BAY TV 3 LOCAL PROGRAMMING + ' 36 FX 4 KRON4(NBC) + 37 TIS 5 KPIX-5(CRS) + 38 ESPN 6 KICU-36(IND) + 39 ESPN 2 7 KGO.7(ABC) + 40 FOX SPOR'E'S BAY AREA 8 KTSF-26(PBS) + 41 THE GOLF CHANNEL 9 KOED 9(PBS) + 42'USANETWORK. 10 KTEH-54(PBS) + 43 MTV 11 PREVUE GUIDE + 44 VH4 12 KBHK-4A1,UPN) + 45 TNN' 13 KSWB TV(WB20) + 46 LIFETIME 14 KDTV 14(UNI) + 47 A&E 15 KTNC 42(!ND) + 48 THE HISTORY CHANNEL 16 KCSM 60(PBS) + 49 AIDC 17 TBS + 50 THE'LEARNING CHANNEL 18 KCNS-38(IND) + 51 ANIMAL PLANET 19 CCTV +' 52 FOX FAMILY CHANNEL 20 KPST-66(IND) + 53 THE WEATHER CHANNEL 21 KKPX-65(PAX) * 54 DISNEY CHANNEL 22 DISCOVERY-CHANNEL * 65 HBO 23 KORA-3(NBC) * 56 CINEMAX 24 KSTS-48 i BL) * 57 SHOWTIME + 25 QVC * 58 STARZI + 26 EI * 59 ENCORE + 27 COMEDY CEN'T'RAL + 60 SET + '28 CARTOONN IORK. + 61,C4PAN 2' + 29 NICKELODEAN + Expanded Basic Sem4ce CCHA/2-16=99 * Premium Channel 7 a Pay-Per-View Chamel CCC61 1199 EXHIBIT B Dwelling Lease °ltd D. Interim Inspections. Tenant shall permit the Authority, upon reasonable advance notice, to enter the Residence wring normal business hours so that the Authority may perform routine inspections or maintenance, make improvements or repairs, show the Residence for re-leasing or if Authority believes that an unsanitary or hazardous condition exists. A written statement specifying the purpose of the entry delivered to the Residence at least forty-eight (48) hours in advance shall be considered reasonable, EXHIBIT C MATES for the Services Basic Service - per unit Basic& Expanded Basic Service - per unit EXHIBIT D Legal Description A 52 unit apartment complex located at: 3133 Estudillo Street, Martinez, CA 94553 ACCESS COMPENSATION ADDENDUM Attached to and forming a part of the Agreement between Contra Costa Housing Authority,as Authority and TCI of California, as Company for 3133 Estudillo Street, Martinez, CA 94553, dated April 30th , 1999 THIS ADDENDUM is made between Authority and Company described above. All undefined terms used herein will have the same meaning ascribed to them in the Agreement("Agreement')between the parties of equal date. The parties agree as follows: COMPENSATION. In exchange for Authority granting Company exclusive access to the Premises for the purposes described in the Agreement,section 4 c, Company agrees to provide to Authority the following: A payment of One Dollar($1.00)for each active subscriber receiving Basic& Expanded Basic service, per month, paid on a quarterly basis. AUTHORITY, COMPANY: By: By: Title: Title: intranet 03/17/99