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Authorization to Install and Maintain
<br /> Communications Equipment ("Agreement")
<br /> Orange County, North Carolina ("Orange County") or its authorized agent hereby grants permission to Time Warner
<br /> Cable Enterprises LLC ("TWC") to attach, install, maintain, operate, upgrade and remove the WiFi equipment, cables
<br /> and devices (the"Equipment")to and at the properties located at several locations as listed in Exhibit A(collectively, the
<br /> "Property"):
<br /> Property Address: Refer to Exhibit A.
<br /> City and State: Refer to Exhibit A.
<br /> Orange County represents, warrants and covenants to TWC that Orange County: (a) has the full power and authority to
<br /> negotiate, execute, deliver and perform this Agreement; and (b) has obtained any and all requisite approvals from the
<br /> owner of the Property(if the Property is not owned by Orange County) (the"Owner")to enter into this Agreement and to
<br /> grant certain rights to TWC as more specifically set forth herein including, without limitation, the right to install the
<br /> Equipment to and at the Property.
<br /> The Equipment will be operated by TWC, at no cost to Orange County or the Owner. The Equipment includes WiFi
<br /> hardware that will allow TWC to provide WiFi service (the "WiFi Service") at the Property for the convenience of
<br /> TWC's customers and for the benefit to Orange County and/or the Owner of attracting foot traffic commerce within the
<br /> supported WiFi community in which the Property is located(the"Community"). Orange County hereby grants TWC, its
<br /> successors and assigns, and its authorized agents and contractors access to the interior and exterior of the Property
<br /> (including building rooftop(s)) and the applicable structures for the purpose of installation, maintenance, repair, upgrade,
<br /> disconnection, replacement and/or removal of the Equipment and Orange County agrees to provide a standard power
<br /> source for operation of the Equipment. Orange County further agrees that TWC will be the exclusive third party WiFi
<br /> service provider for the Property and, accordingly, Orange County will not permit any third party to attach WiFi
<br /> equipment to, or install WiFi equipment within, the Property. Orange County grants TWC the right to advertise, market
<br /> and otherwise promote the Property as being a TWC WiFi access point in any and all forms of media now known or
<br /> hereafter developed, in TWC's sole discretion.
<br /> TWC shall provide 24 hours per day of free WiFi Service to TWC customers (standard tier or higher) and customers with
<br /> TWC's MSO partners. TWC shall provide of 60 minutes of free WiFi Service per unique registered device per day, for
<br /> non TWC/ MSO Partner customers. A unique registered device is defined as the device that is registered by the device
<br /> owner via on a TWC portal. The device owner must complete an online registration form and accept TWC's terms and
<br /> conditions in order to have access to the WiFi Service. TWC will be responsible for all service activation, billing,
<br /> customer care, and end user technical support in connection with the WiFi Service.
<br /> By executing this Agreement, the TWC represents and agrees that TWC is qualified to perform and fully capable of
<br /> performing and providing the services required or necessary under this Agreement in a fully competent, professional and
<br /> timely manner. Time is of the essence with respect to this Agreement. TWC shall provide services in accordance with
<br /> industry standards. TWC shall exercise reasonable care and diligence in performing services under this Agreement in
<br /> accordance with industry standards of this type of practice throughout the United States and in accordance with applicable
<br /> federal, state and local laws and regulations applicable to the performance of these services. TWC is solely responsible
<br /> for the professional quality, accuracy and timely completion and/or submission of all work related to this Agreement.
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<br /> All Equipment will remain the property of TWC, and TWC assumes the risk of loss, unless damage to or loss of the
<br /> Equipment is due to the negligent or willful acts of Orange County or the Owner. The Equipment may not be relocated by
<br /> Orange County or the Owner. TWC will be responsible for any damages directly caused by, and will defend, indemnify
<br /> and hold harmless Orange County from any third-party claim(s) brought against Orange County that arise from: (a)
<br /> TWC's installation, operation, maintenance, repair or removal of the Equipment (except for claims caused by the
<br /> negligence or intentional misconduct of Orange County or the Owner, or resulting from any pre-existing conditions at the
<br /> Property); or (b) bodily injury or damage to tangible property caused by TWC's gross negligence or willful misconduct.
<br /> EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, TWC WILL NOT BE LIABLE UNDER THIS
<br /> AGREEMENT FOR ANY CLAIMS OR DAMAGES OTHER THAN THOSE DESCRIBED IN THE IMMEDIATELY
<br /> PRECEDING SENTENCE. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY
<br /> FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
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