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HomeMy WebLinkAbout04-021Resoh~~tio~z No RESOLUTION CONDITIONALLY EXTENDING NON-EXCLUSIVE CABLE TELEVISION FRANCHISES FOR THE UNINCORPORATED AREAS OF CHICO AND DURHAM, THE UNINCORPORATED AREAS OF PARADISE, AND THE UNINCORPORATED AREAS OF OROVILLE, BIGGS AND GRIDLEY WHEREAS, pursuant to Butte County Resolutions 00-71, 02-048, and 90-1.50, the COUNTY has granted Comcast non-exclusive franchises to construct, operate and maintain a cable television system (the "Franchises"); and WHEREAS, AT&T Corp. filed requests with the COUNTY prior to COMCAST's ownership and control of cable television franchises in the Butte County area to activate the formal process for renewing the Franchises pursuant to the provisions of the Cable Communications Policy Act of 1984 ("Cable Act"); and WHEREAS, negotiations concerning the renewal of the Franchises were delayed with the transfer of ownership and control of the Franchises from AT&T Corp. to COMCAST; and WHEREAS, the parties are in negotiations concerning a renewal of the Franchises utilizing the procedures set forth in the Cable Act; and WHEREAS, COMCAST acknowledges its obligation to comply with Butte County's Video Customer Service Regulations as established by Chapter 47 of Butte County Code; and WHEREAS, COMCAST has recently announced its plans to upgrade the cable television system serving Butte County; and WHEREAS, the parties have held discussions regarding the construction of a multi-fiber system to interconnect various cities within Butte County; and WHEREAS, the parties desire to extend the Franchises set forth in Resolutions 00-71, 02-048, and 90-150 to an expiration date of April 6, 2007, treat all of the Franchises as a single franchise for purposes of renewal and reach agreement relating to the provision of a multi-fiber system for the use of COUNTY. NOW, THEREFORE, BE IT RESOLVED that the Butte County Board of Supervisors authorizes the Chair to sign an agreement with COMCAST in a form set forth in Exhibit "A" attached, which conditionally extends non-exclusive cable television franchises for the unincorporated areas of Chico and Durham, the unincorporated areas of Paradise, the unincorporated areas of Oroville, Gridley, and Biggs, and an Agreement for the provision of a multi-fiber system to interconnect various cities with Butte County in a form set forth in Exhibits B-1, B-2, 6-3, C-1 and G2 attached. NASSh:D AND ADOPTED by the Butte County Board of Supervisors this 10`x' day of February 2004 by the following vote: AYES: Supervisors Houx, Josiassen and Chair Beeler NOES: Supervisors Dolan and Yamaguchi ABSENT: None NOT VOTING: None ,~ R. J. BEELER, Chair A'I"I'ES'I': PAUL MCINTOSH, Chief Administrative Officer and Clerk of the Board of Supervisors .~y- Deputy Exhibit A FRANCHISE EXTENSION AGREEMENT Section 1 -Parties 1.1 THIS AGREEMENT, effective as of February 10, 2004, between the County of Butte, a political subdivision of the State of California ("COUNTY") and Comcast of Southern California, Inc., an Oregon corporation and Comcast of Northern California II, Inc., a California corporation (both of the foregoing corporations hereinafter collectively "COMCAST"). In consideration of the mutual promises, covenants and conditions herein, the parties hereto agree as follows. Section 2 -Term of Franchise Agreements 2.1 The cable television franchise of COMCAST for the unincorporated areas of Paradise (Resolution No. 02-048) ("the Paradise Franchise") is hereby extended to and including Apri16, 2007. 2.2 The cable television franchise of COMCAST for the unincorporated areas of Chico and Durham (Resolution No. 00-71) ("the Chico and Durham Franchise") is hereby extended to and including April 6, 2007. 2.3 The cable television franchise of COMCAST for the unincorporated areas of Oroville, Biggs, and Gridley (Resolution No. 90-150) ("the Oroville, Biggs, and Gridley Franchise") is hereby extended to and including April 6, 2007. Section 3 -Responsibilities of COMCAST 3.1 COMCAST, and its successors, shall provide the COUNTY with continuous access and exclusive rights to dedicated fiber in accordance with the terms and conditions set forth by the Institutional Network (I-NET) Agreement attached as Exhibits B-1, B-2, and B-3. 3.2 COMCAST, and its successors, shall provide the COUNTY with coordinated use of existing head-end facilities for public safety communications equipment, including but not limited to, COUNTY's installation of repeaters, antennas, and other radio transmission equipment over, upon and within such facilities, provided that the COUNTY'S installation and use of such equipment does not interfere with COMCAST's operations. 3.3 COMCAST hereby grants the COUNTY a right of first refusal to purchase property currently housing head-end facilities in those various locations within Butte County, as indicated in Exhibits C-1 and C-2, at such time as they are sold or abandoned by COMCAST or its successors. 3.3.1 In addition to and in lieu of the foregoing right of first refusal upon sale, COUNTY and COMCAST shall use their mutual best efforts to negotiate a voluntary transfer of such properties upon completion of COMCAST's upgrade project in accord with the following procedure : (1) COMCAST shall provide the COUNTY with contact information for three general appraisers practicing in the Butte County area that are certified by the State Office of Real Estate Appraisal (OREA); (2) the COUNTY shall select and retain one of the appraisers to establish current fair market values for said properties; (3) the COUNTY and COMCAST shall, in good faith, negotiate the terms and conditions for the voluntary transfer of interest in said properties apart from the right of first refusal. Section 4 -Responsibilities of COUNTY 4.1 COUNTY has agreed to work with COMCAST to develop a "blanket permit" procedure for the installation of cable and fiber in connection with COMCAST's upgrade project, excluding use permits and/or zoning changes, provided that said "blanket permit" procedure shall be conditioned upon submission of a complete application for such "blanket permit" providing site and proposed project improvement plans for the entire upgrade project. Nothing in the foregoing shall be construed to imply that COMCAST will pay less than the full cost of such a "blanket permit" procedure. 4.2 COUNTY shall use its best efforts to assist COMCAST in coordinating communications and permit procedures with other agencies, including but not limited to CalTrans and PG&E. 4.3 COUNTY shall utilize an internal "Project Red Team" to expedite the permit process associated with COMCAST's upgrade project. Section 5 -Full Agreement 5.1 Except as expressly amended herein all other terms, provisions, and amendments of the current cable television franchise agreements shall remain in full force and effect. 5.2 Neither party waives any right, which it enjoys under law as a result of agreeing to this Franchise extension, provided that in connection with the renewal process under Section 626 of the Cable Act [42 U.S.C. §546] the Paradise Franchise, the Chico/Durharn Franchise and the Oroville, Biggs, and Gridley Franchise shall be treated as a single franchise for purposes of renewal. 2 COUNTY OF BUTTE, A political subdivision of the State of California Attest: Clerk R.J. Beeler, Chair COMCAST OF SOUTHERN CALIFORNIA, INC., An Oregon corporation Its Attest: Secretary INC., COMCAST OF NORTHERN CALIFORNIA II, A California corporation Its Attest: Secretary Exhibit B-1 INSTITUTIONAL NETWORK AGREEMENT THIS INSTITUTIONAL NETWORK AGREEMENT (the "Agreement") is entered into by and between Butte County, California (the "COUNTY") and Comcast of Southern California, Inc., an Oregon corporation, and Comcast of Northern California II, Inc., a California corporation (the foregoing corporations hereinafter collectively "COMCAST") effective as of February 10, 2004. RECITALS A. The COUNTY has granted to COMCAST three cable system franchises (hereinafter collectively the "Franchise"), under which COMCAST has certain nonexclusive rights, including the right to construct and maintain a cable system within the COUNTY. B. COMCAST is currently embarked upon a program of upgrading the said cable system for its non-governmental customers, by installing new fiber optic lines and associated equipment and facilities. C. The COUNTY now wishes to engage COMCAST to create an institutional network for the use and benefit of governmental agencies within the COUNTY. D. COMCAST is willing to undertake to assist the COUNTY in the creation of such a network, provided that the COUNTY reimburses COMCAST as provided in this Agreement for its incremental costs in designing, installing, and maintaining such a system. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and for other good and valuable consideration, which the parties hereto mutually acknowledge the receipt and sufficiency, the parties do agree as follows. 1. Definitions. For the purposes of this Agreement, the following terms, phrases, words and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word "shall" is mandatory, and "may" is permissive. Words not defined shall be given their common and ordinary meaning. "Access" means the availability for noncommercial use by various agencies, institutions, organizations, groups and individuals in the community, including the COUNTY and its designees, of the Cable System to acquire, create, receive, and distribute video Cable Services and other services and 1 Exhibit B-1 signals as permitted under applicable law. The term includes, but is not limited to, Government Access, as that term is defined below. "Activation" means that the information and documentation required by Section 7.4 hereof has been supplied and that the facility is capable of being activated. "Cable Act" means the Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, and as may be amended from time to time in the future. "Cable Service" means the one-way transmission to Subscribers of video programming or other programming services, and Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming services. "Cable System" means COMCAST's facility, consisting of a set of closed transmissions paths and associated signal generation, reception, and control equipment, that is designed to provide Cable Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (B) a facility that serves Subscribers without using any Public Rights-of--Way; (C) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the federal Communications Act (47 U.S.C. 201 et seq.), except that such facility shall be considered a Cable System (other than for purposes of Section 621(c) (47 U.S.C. 541(c)) to the extent such facility is used in the transmission of video programming directly to Subscribers, unless the extent of such use is solely to provide interactive on-demand services; (D) an open video system that complies with federal statutes; or (E) any facilities of any electric utility used solely for operating its electric utility systems. "Dedicated Fiber" means fiber originally requested and paid for, in accordance with the terms of this Agreement, by the COUNTY for I-Net use and which shall, during the term of Franchise, according to actual use, be available to the COUNTY for approved I-Net uses. "Demarcation Point" means the patch panel, preterm shelf, termination block or other termination device owned and made available by COMCAST at each I-Net site, which represents the interface between the I-Net provided by COMCAST and the Qualified I-Net User's local network or end user electronics. In all cases, the Demarcation Point will be clearly marked as such by COMCAST, and will provide an identifiable interface for connection or end user electronics. "Fiber Optic" means a transmission medium of optical fiber cable, along with all associated electronics and equipment, capable of carrying Cable Service by means of electric lightwave impulses. 2 Exhibit B-1 "Franchise" means the franchises reflected by Butte County Resolutions 00-71, 02-048 and 90-150 by which the COUNTY granted COMCAST (a) nonexclusive rights to construct, reconstruct, operate, and maintain a Cable System within the Streets and Public Ways in the unincorporated areas of the COUNTY as it is now or may in the future be constituted and (b) the authority to offer to Subscribers any Cable Service utilizing the facilities of COMCAST's Cable System. "Franchise Area" has the same meaning as set forth in the Franchise. "GIS" means governmental information services. "Government Access" means Access where governmental institutions or their designees are the primary users having editorial control over programming and services. "Headend" means the primary facility used by COMCAST for signal reception and dissemination on the Cable System, including, but not limited to cables, antennas, wires, satellite dishes, monitors, switchers, modulators, and processors for broadcast signals. "Hub" means an intermediary exchange point in the signal distribution portion of the Cable System (including the I-Net), located between the Headend and the Nodes. "Incremental Construction Costs" means all of COMCAST's labor, materials and construction costs, and only those costs, for installing the I-Net Plant that would not have been incurred but for the construction of the I-Net Plant. " "Comcast's Fiber Backbone" means those Fiber Optics, which are integrated into the Fiber Optic portion of COMCAST's Subscriber Network, from the Headend to each Node in the COUNTY, as constructed during the Upgrade. "I-Net Equipment" means the electronic equipment and associated facilities, including the I-Net Hubs, required to activate the I-Net and control the transmission of signals through the I-Net and to other networks to which it is connected. "I-Net Plant" means dedicated single-mode fiber, splicing, passive components, and support structures, which will generally be installed and maintained by COMCAST and made available for I-Net uses. "I-Net Site" means one of the sites listed in Exhibit B-2 to this Agreement. "Institutional Network" or "I-Net" means the facilities or capacity designed principally for connecting public facilities and organizations within the Franchise Area as is described in greater detail in this Agreement. "Legally Compatible" has the meaning given in Section 2.2. 3 Exhibit B-1 "Node" means an exchange point in the signal distribution system portion of the Cable System, where optical signals are converted to RF signals. "Node Area" means a geographic area served by a Node. "OTDR" means Optical Time Domain Reflectomitor. "Person" means any individual, sole proprietorship, partnership, association, limited liability company, corporation, or other form of governmental or private entity or organization. "Qualified I-Net User" means any of the following which are passed by the Cable System within the jurisdiction of the County of Butte (or otherwise made accessible to the Cable System at the sole expense of the COUNTY) and located in the Franchise Area: (i) the COUNTY and its agencies, other governments and their agencies, public libraries, and all State-accredited public schools, and (ii) other entities that COMCAST and the COUNTY agree in the future may use the I-Net. "Residential Subscriber" means any Subscriber who receives Cable Service delivered to a dwelling unit. "Separate I-Net Backbone" means those Fiber Optics which are in separate sheaths and not integrated into or attached onto the Fiber Optic portion of COMCAST's Subscriber Network. "State" means the State of California. "Street" or "Public Wav" or "Public Rights-of-Wav" means each of the following which have been dedicated to the public or are hereafter dedicated to the public and maintained under public authority or by others and located within the Franchise Area: streets, roadways, highways, avenues, lanes, alleys, bridges, sidewalks, easements, rights-of-way and similar public property and areas. "Subscriber" means any Person who or which elects to subscribe to, for any purpose, Cable Service provided by COMCAST by means of or in connection with the Cable System and who pays the charges therefor. "Subscriber Network" means that portion of the Cable System used primarily by COMCAST in the transmission of Cable Services to Residential Subscribers. "Technically Compatible" has the meaning given in Section 2.1. "Telecommunications" means the transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received (as provided in 47 U.S.C. Section 153(43)). "Telecommunications Service" means Telecommunications offered, for a fee, directly to the public or to such classes of users as to be effectively 4 Exhibit B-1 available directly to the public, regardless of the facilities used (as provided in 47 U.S.C. Section 153(46)). "Termination Equipment" means the electronic equipment and associated facilities required at the Demarcation Point between the I-Net and the Qualified I-Net User's local network or end user electronics. "Total Costs" means the actual final Incremental Construction Costs plus all the costs described in Section 6.2. "Total Estimated Costs" means the aggregate of the estimated Incremental Construction Costs plus all the estimated costs described in Section 6.2. The Total Estimated Cost for Butte County's I-Net is $723,117.00, as shown in Exhibit B-3. "Upgrade" means improvements to the Cable System, as specifically detailed in Section 4 of the Franchise. 2. General. The I-Net shall be a private communications network, governed by the Franchise and the Cable Act, which may be used (a) only by the COUNTY and any Qualified I-Net User, and (b) by such Qualified I-Net Users only to provide any non-commercial service which is both "Technically Compatible" and "Legally Compatible," as those terms are defined below. The COUNTY agrees to require all Qualified I-Net Users to stipulate and agree to this limitation. 2.1 "Technically compatible" includes, but is not limited to, any use that will not intentionally or unreasonably interfere with the signal quality and the normal operation of the Subscriber Network. 2.2 "Legally compatible" includes, but is not limited to, the right of COUNTY and any Qualified I-Net User to provide for the internal switching, routing and/or cross connection to Telecommunications carriers of its/their choice, for its/their normal voice and data communications operations, unless expressly prohibited by State or federal law, provided that Qualified I-Net Users will not resell access to the I-Net, except that nothing herein shall preclude the COUNTY from reselling combined services to otherwise Qualified I-Net Users which may include use of the I-Net. If any COUNTY use of the I-Net falls under the jurisdiction of the California Public Utilities Commission, COUNTY shall either discontinue the particular use or, alternatively, assume all responsibility for ensuring compliance with any state regulatory requirements. However, should, as a result of a change of law, the California Public Utilities Commission should assert regulatory control over substantially all of the COUNTY's uses of the I-Net and COUNTY does not wish to assume responsibility for ensuing compliance with such regulatory requirements, the COUNTY shall so notify COMCAST, the purpose of this agreement shall be deemed to have been frustrated by a material change of law and the parties shall thereupon enter into good faith negotiations for a termination of this Agreement and the reasonable allocation of the capital amounts paid by the 5 Exhibit B-1 COUNTY hereunder in light of all the circumstances including without limitation, the reasonable value of the usage of the I-Net that the COUNTY has theretofore had, and the reasonable value of the utility of the I-Net portion of the joint system to COMCAST over the remaining term of the Franchise. 3. En~a~ement and Compensation of COMCAST. 3.1 The COUNTY hereby engages COMCAST, and its successors, to create and install the I-Net on the terms and subject to the conditions set forth in this Agreement. 3.2 In exchange for its services as provided in this Agreement, the COUNTY shall compensate COMCAST as provided in Sections 6, 7, and 8 hereof. 4. I-Net Use. 4.1 The COUNTY is hereby granted the irrevocable right of continued use of the I-Net described in this Agreement, during the term of the Franchise and any extensions or renewals thereof. If, at any point, COMCAST ceases to operate or maintain the I-Net during the term of the Franchise, the COUNTY may operate and maintain the I-Net and shall have an absolute right to obtain access to and utilize any COMCAST facilities or equipment required to do so. 4.2 Appropriate uses of the I-Net include, by way of example and not limitation: (a) High-speed transmission of GIS and other data to and from COUNTY departments and to and from other Qualified I-Net Users; (b) Transmitting live and stored instructional materials (whether in the form of data, video or otherwise) for distance learning and staff training purposes to and from Qualified I-Net Users; (c) Providing video conferencing among governmental and educational locations and to other locations for governmental and educational purposes; (d) Linking public libraries and providing terminals at library locations that allow members of the public to access library databases and other remote databases; (e) Providing for remote origination of Access programming; (f) Facilitating connections for telephone systems, security systems and other critical public entity communications applications, so long as such systems are not providing Telecommunications Services. (g) Nothing contained herein shall prohibit the COUNTY from interconnecting its I-Net with other governmental I-Nets. 6 Exhibit B-1 4.3 Save and except as expressly set forth in this Agreement, no utilization charges shall be imposed for COUNTY's use of the I-Net for appropriate interactive network communications. For the purposes of this Agreement, COUNTY-owned and/or occupied facilities, whether located within the geographic limits of any incorporated municipality in the COUNTY or in unincorporated areas, shall be deemed as being within the COUNTY's jurisdictional area and shall not be subject to any network usage charges. 5. New I-Net Components. The COUNTY has indicated an interest in constructing a new I-Net during the period that COMCAST will be performing the Upgrade. In order to take advantage of concurrent construction: (i) COMCAST shall, within thirty (30) days of the date of this Agreement, provide the COUNTY with a construction schedule setting forth the estimated commencement date of any upgrade construction within the areas affecting the COUNTY, and shall update the construction schedule every six (6) months through the completion of the construction; and (ii) at least three (3) months prior to COMCAST's commencement of any Upgrade construction after the date of this Agreement, the COUNTY must deliver to COMCAST a document which specifies the sites to be served by the I-Net and the performance specifications needed at each site, such as capabilities for bi-directional video, voice, and low- and high-speed data communications. Ageneral description of the proposed COUNTY I-Net is attached hereto as Exhibit B-2 Comcast's plans to upgrade the Gridley/Biggs area are currently incomplete. Upon completion of its rebuild/upgrade plans for that area, Comcast will work with the County to expand the I-NET into the Gridley/Biggs area based upon the County's willingness to pay all of the associated costs of expansion as determined by Comcast at that time, under the same terms and conditions as contained in this agreement. 5.1 Comcast's Fiber Backbone. The I-NET Backbone will be owned and maintained by COMCAST. The number of Fiber Optic lines constructed from the Headend to each individual Hub, and from each Hub to each individual Node, shall be dependent upon the I-Net locations and uses determined by the COUNTY. At COMCAST's option, the Fiber Optics constructed may be dedicated for I-Net uses, or the I-Net signals may be multiplexed over shared Subscriber Network and I-Net Fiber Optics and related electronics in order that the shared Fiber Optics and related electronics may be used by COMCAST for other purposes in addition to the I-Net, provided, however, that any such use by COMCAST shall not interfere with the COUNTY's protocol or bandwidth requirements, and provided, further, that COMCAST shall ensure that such use will not disclose any proprietary information or disrupt any security systems established by the COUNTY. 5.2 Separate Backbone. (a) Should the COUNTY require any Separate Backbone Electronics to be installed by COMCAST at the Hub or Node locations of 7 Exhibit B-1 COMCAST's Subscriber Network, COMCAST shall own and maintain such electronics, and COMCAST shall install the same during the construction of the incremental Fiber Optic construction period. (b) Although the Fiber Optics and related electronic components which constitute the Separate Backbone will be constructed separate from COMCAST's s Subscriber Network, the Separate I-Net Backbone will be owned, operated, and maintained by the COMCAST. 5.3 Node to I-Net Site. Distribution from the Nodes to designated Qualified I-Net User sites will be as directed by the COUNTY. The Qualified I-Net User will provide the route and the access from the property line of the I-Net site into the facility. Efforts will be made by COMCAST and the COUNTY to ensure that the I-Net distribution system and drops share common paths with COMCAST's Subscriber Network where it is possible to do so, in order to minimize costs to the Qualified I-Net Users. This portion of the I-Net will be owned and maintained by COMCAST. (Final route selection between COUNTY and Qualified I-Net User sites will be at the sole discretion of COMCAST.) The I-Net user will provide all underground conduits outside the Public Rights of Way and, where installation is to be by an aerial attachment, the I-Net user must confirm that the fiber can be placed aerial. I-Net users will also supply COMCAST, in advance, with blueprints of the building indicating location of the Demarcation Point. 5.4 I-Net Site to I-Net Site. In some locations, COMCAST may be directed by the COUNTY to construct Fiber Optics between two I-Net sites. These I-Net components will be owned by COMCAST, provided that it shall be operated and maintained by COMCAST at the COUNTY's sole cost, provided that no part of the I-Net facilities are tied into or attached to COMCAST's aerial plant or underground conduit. COUNTY shall be required to obtain all necessary permits for such construction. 5.5 Network Equipment. Working in cooperation, COMCAST and the COUNTY shall determine the network equipment that is necessary for the operation of the I-Net COMCAST shall not install or be responsible for any I-Net end user equipment past the Demarcation Point, unless through a separate written agreement with the COUNTY; provided, however, that COMCAST shall provide technical expertise as necessary to ensure that the end user equipment is compatible with the I-Net. 5.6 New I-Net Locations. The COUNTY may, at any time during the term of the Franchise and any renewal or extension thereof, request that new or additional public facilities be connected to the I-Net. Upon request from COUNTY, COMCAST shall, within ninety (90) days of receipt of the request, provide a quotation as to the then-current cost of connection for such new or additional location and a timeline for accomplishing same. If the public agency elects to be connected and agrees to pay the full cost of such connection, 8 Exhibit B-1 COMCAST shall complete such connection in a timely manner after receipt of the COUNTY'S written acceptance of the quoted connection charge and, in any event, within ninety (90) days of receipt by COMCAST of all permits or other governmental authorizations required to complete the connection provided that is within the timeframe noticed by COMCAST. 6. Determination of I-Net Costs. The COUNTY or the Qualified I-Net User shall pay the following in return for COMCAST's construction of the I-Net. The Total Estimated Cost for Butte County's I-Net is $723,117.00, as shown in Exhibit B-3 6.1 Incremental Construction Costs. I-Net Plant construction costs will be COMCAST's actual Incremental Construction Costs, i. e. the actual direct and indirect costs incurred by COMCAST in the construction of the entire system which would not have been incurred by COMCAST but for the construction of the COUNTY-utilized system. Indirect costs will not exceed ten percent (10%) of the total cost and will be allocated in a manner consistent with Generally Accepted Accounting Principles. The I-Net Plant should be designed and installed to take maximum advantage of the incremental cost formula described in this Section 6, except where it would be more cost- effective for COMCAST to do otherwise. (a) Where the I-Net Plant follows the exact routing of COMCAST's aerial fiber plant, Incremental Construction Costs shall be limited to the incremental material cost of the dedicated fiber strands plus any costs required to make sufficient space available on the utility pole (including additional anchors), if required solely as a result of the additional I-Net Plant. For purposes of determining whether additional space on the utility poles and anchors are required solely as a result of the additional fiber, it shall be assumed that the I-Net Plant had been designed and installed at the same time as the aerial fiber plant. (b) Except as provided in paragraph (c), below: (i) where the I-Net Plant follows the exact routing of the COMCAST's underground conduit structure (installed or planned), the Incremental Construction Costs will be limited to the incremental material costs of the dedicated fiber strands; (ii) where the I-Net Plant follows the exact routing of the COMCAST's underground plant where conduit is not installed or planned, the Incremental Construction Costs will be the costs of the fiber. (c) Notwithstanding paragraph (b), above, where the I-Net Plant follows the exact routing of COMCAST's underground plant, and either (i) there is no conduit and COMCAST does not install and does not plan to install conduit; or (ii) there is conduit, but it is fully physically occupied by plant in place and COMCAST does not remove or intend to remove that plant, 9 Exhibit B-1 and does not install or intend to install additional conduit, then in addition to the costs described in paragraph (b), above, the Incremental Construction Costs shall include the direct additional labor and materials costs required to construct necessary support structures for the I-Net Plant that would not have been incurred otherwise. (d) Where the I-Net Plant does not follow the routing of the COMCAST's aerial or underground plant and there are no support structures that can be used for a cable system, the Incremental Construction Costs shall include, in addition to the costs specified in paragraph (a), above, all additional labor and materials costs required to construct necessary support structures for the I-Net Plant that would not have been incurred otherwise, including trenching, conduit placement, and all labor and materials necessary to install and splice the fiber in or on such support structures. 6.2 Equipment Costs. The COUNTY shall compensate COMCAST as follows for all I-Net Equipment purchased or installed pursuant to this Agreement. (a) COMCAST'S Fiber Backbone. COMCAST shall bear all costs for obtaining, installing, and maintaining any equipment which is required for the basic operations of the Fiber Backbone. The County shall pay for any incremental material and maintenance costs associated with any equipment required exclusively for the operation of the I-Net. (b) Separate I-Net Backbone. The COUNTY shall bear all costs for obtaining, installing, and maintaining any I-Net Equipment which is required for the operations of the Separate I-Net Backbone and which would not be required for the operations of COMCAST's system but for the Separate I- Net Backbone, and shall reimburse COMCAST therefor upon receipt of an invoice as provided in Section 7.5, below. (c) Termination Equipment. The COUNTY shall bear all costs for obtaining, installing, and maintaining any I-Net Equipment which is Termination Equipment. 6.3 Cost Amounts. The parties mutually agree that all Incremental Construction Costs to be borne by the COUNTY hereunder shall be calculated as follows. (a) Equipment and Material Costs. The costs borne by the COUNTY for any I-Net Equipment supplied as provided herein shall be the actual third-party costs to COMCAST for such equipment. COMCAST shall work with the COUNTY to assess the COUNTY's I-NET equipment requirements and procurement options. (b) Labor Costs. The labor costs borne by the COUNTY shall be all direct costs incurred by COMCAST. 10 Exhibit B-1 (c) Maintenance Charges. Whenever COMCAST provides maintenance services to the COUNTY or any Qualified I-Net User pursuant to the terms of this Agreement COMCAST shall receive compensation for such services in an amount which is equal to the actual incremental cost of such services (including but not limited to costs for all labor and material to COMCAST of providing such services, provided that should such maintenance services include services to both COMCAST-utilized equipment and/or systems and COUNTY-utilized equipment and/or systems, COUNTY shall be responsible only for the proportion which the capacity of its utilized equipment and/or systems bears to the capacity of all of the equipment and/or systems serviced. (d) Estimate and Design Costs. All actual costs incurred by COMCAST to design any portion of the I-Net and to provide the COUNTY with estimated costs for construction, whether or not the COUNTY ultimately decides to perform the construction. 7. Initial I-Net Construction. 7.1 In consultation with the COUNTY, COMCAST shall, where it can do so at no additional cost, incorporate the I-Net requirements provided by the COUNTY pursuant to this Agreement and the Franchise into its Upgrade design. (a) As each phase of the design is completed, COMCAST shall provide the COUNTY with (i) preliminary written Total Estimated Costs, calculated pursuant to Section 6, and (ii) maps showing the proposed design and routing, for each COUNTY-identified I-Net site or component (the "Estimated Cost and Design Notice"). (b) Following receipt of each of the Estimated Cost and Design Notice, the COUNTY shall have thirty (30) days to deliver to COMCAST written notice that the COUNTY either (i) has finally approved the proposed I- Net design and COMCAST's Total Estimated Costs and the associated maps and routing diagrams, or (ii) give COMCAST written notice that it intends to request COMCAST to make such changes as may be required to ensure that the design is consistent with the COUNTY's requirements. (c) If the COUNTY does not so notify COMCAST within thirty (30) days after its receipt of an Estimated Cost and Design Notice, COMCAST may proceed with the Upgrade of the Subscriber Network for the phase described in the said notice, and shall not be required to construct the I-Net design submitted therein; provided, however, that the COUNTY may later direct COMCAST to construct that portion of the I-Net in accordance with Section 8 hereof. 11 Exhibit B-1 (d) If the COUNTY approves the phase as described in the Estimated Cost and Design Notice, COMCAST shall proceed with the I-Net construction phase so described. (e) If the COUNTY elects to order changes to the design described in such an Estimated Cost and Design Notice, COMCAST shall have an additional thirty (30) days in which to provide the COUNTY with (i) revised preliminary written Total Estimated Costs for the revised design ordered by the COUNTY and (ii) maps showing the revised design and routing, for each COUNTY-identified I-Net site or component (the "Revised Notice"). (fl Following its receipt of a Revised Notice, the COUNTY shall follow the procedures described in paragraph (b), above, except that the COUNTY shall have only ten (10) days in which to deliver to COMCAST a notice of acceptance or further amendment. If the COUNTY does not act within that ten (10) day period, COMCAST may proceed with the Upgrade of the Subscriber Network for that phase and shall not construct the I-Net design submitted. The COUNTY shall act at all times in an expeditious manner so as not to delay the Upgrade to the Subscriber Network. 7.2 Change Orders. (a) The COUNTY may, up to the point where COMCAST begins construction on the Node Area where a given I-Net portion is located, direct COMCAST to construct or not construct any specific portions or segments of the I-Net, or to change its equipment requirements, and the parties agree that these changes will not delay the completion of the project or prevent COMCAST from completing the I-Net initial construction as part of COMCAST's Upgrade of its Subscriber Network. (b) If the COUNTY wishes to add or delete sites or change its equipment requirements after construction of a given phase has commenced, COMCAST will not be required to make the changes or to complete them as part of the construction of the Subscriber Network unless the COUNTY provides COMCAST a written Change Order, specifying the requested changes and agreeing to (i) pay any additional costs caused by the Change Order, in addition to the Incremental Construction Costs; and (ii) provide appropriate extensions of time in order to permit COMCAST to make the change in an orderly fashion. After receiving such a written Change Order, COMCAST will provide the COUNTY a written statement of the revised Total Estimated Costs for such phase, including the requested changes, and an estimate of the time extensions (if any) that would be required to implement the Change Order. After receipt of COMCAST's response to a Change Order the COUNTY will have five (5) days in which to either accept or reject the new Total Estimated Costs estimate and extensions of time. If the COUNTY accepts COMCAST's revised proposal, and directs COMCAST to proceed with the change, COMCAST will do so on the basis of the Change Order and COMCAST's response thereto, both of which shall be binding on the COUNTY. 12 Exhibit B-1 7.3 Activation. The initial construction of the I-Net shall be substantially completed concurrent with COMCAST's completion of the Subscriber Network Upgrade. More particularly, as construction of the Upgraded Subscriber Network is completed in a Node Area, I-Net work within that geographic area will also be completed and the I-Net shall be capable of being activated within six (6) months thereafter. For purposes of this paragraph, I-Net Activation shall mean that all the necessary equipment to activate the I-Net site or component has been installed and tested in accordance with Section 7.4, below, by COMCAST, excluding the installation and activation of any end user equipment required to utilize the I-Net. 7.4 Initial I-Net Fiber Optic Testing/Certification. All I-Net Fiber Optics installed either on an incremental build or separate build will have OTDR testing performed, and OTDR printouts will be included in the final documentation package to certify that an I-Net location is deemed activated. Specifically, the I-Net Fiber Optics will be tested for end-to-end attenuation at both 1310nm and 1550nm, using an optical power source and optical power meter. Tests will be performed after the connectors have been installed and will be from the jumper side of the termination panel bulkhead connector, at the Fiber Optic origination point and through and to the jumper side of the bulkhead connectors at each I-Net location's Demarcation Point Fiber Optic termination panel. Maximum loss will not exceed manufacturers' passive cable system attenuation, adjusted for cable length, splice loss (maximum loss per splice is .2dB) and connector loss. The maximum connector pair loss is assumed to be .5dB. 7.5 Billing Procedures; Invoices. (a) No payments shall be paid to COMCAST for I-Net construction until the COUNTY has received completed invoices for (1) specific completed segments as identified at rows 11 through 74 inclusive of Exhibit B- 3attached hereto and made a part hereof and/or (2) pro-rata allocation of the sum for completed "termination points" based upon the total amount for all such "termination points" as set forth at cell E-7 of Exhibit B-3. Invoices for I- Net construction (and equipment, if any) may be submitted to the COUNTY on a monthly basis, provided that no invoice shall be submitted for any such segment which is not fully completed and operational. In order for an invoice to be complete, it must contain: (i) supporting documentation describing the work performed in detail and showing that any agreed-upon conditions precedent to payment have been satisfied; (ii) the supporting documentation shall identify the completed segments by reference to the "cable name" as shown in column "B" of Exhibit B-3, and/or the completed "termination points", both of which shall be keyed to the maps of the project provided to COUNTY by COMCAST; 13 Exhibit B-1 (iii) evidence that COMCAST has performed acceptance testing on segments installed, and that those segments are performing as provided in Section 7.4, above; (iv) an itemized statement of the actual Total Costs involved as set forth in Exhibit B-3 and accepted in section 6.3, provided that, if the actual Total Costs for any segment denominated on Exhibit B-3 shall be alleged to have exceeded one hundred ten percent (110%) of the estimate for that segment as set forth on Exhibit B-3, COMCAST shall provide the detailed work papers showing the methodology utilized in deriving the estimate for that segment on Exhibit B-3 and a written explanation as to why the actual Total Costs thus exceeded the estimate, and (v) be in such a form as to be capable of being audited in accord with Generally Accepted Auditing Standards. (b) Within thirty (30) days of receipt of a completed invoice, submitted in accordance with paragraph (a), above, the COUNTY shall either (i) pay Total Costs specified in the completed invoice or (ii) give COMCAST written notice, as provided in Section 7.7, below, (a) that the said invoice is disputed, together with evidence that the disputed amount has been placed into escrow or is bonded, or (b) that further information or documentation is required to be provided by COMCAST. Failure to provide such written notice shall constitute acceptance of the invoice as submitted by COMCAST. 7.6 Dispute Procedures. (a) The COUNTY may not dispute any invoice, except for pointing out errors or omissions, unless it shows actual Total Costs that are (a) more than ten percent (10%) in excess of the Total Estimated Costs previously submitted by COMCAST for the work involved or (b) insufficiently supported to establish actual cost. If the COUNTY elects to dispute any invoice, it shall pay any amounts that are not disputed, and within the time provided in Section 7. 5(b) provide a written and itemized explanation as to the amount(s) disputed (the "Dispute Notice").(b) Any failure by the COUNTY to timely submit payment on an invoice which is not the subject of a Dispute Notice shall entitle COMCAST, after providing the COUNTY thirty (30) days prior written notice, to offset the amount owed against any franchise fees owed to the COUNTY, unless and to the extent that the amount in dispute is subsequently paid by the COUNTY. (c) If COMCAST receives a Dispute Notice within the time provided in Section 7. 5(b), above, and the Parties cannot, within twenty (20) days, resolve the dispute, the Parties shall submit the dispute to Judicial Arbitration 8s Mediation Services, Inc. ("JAMS") for non-binding mediation. The fees of the mediator shall be shared equally by the parties. In order to commence mediation, the Parties shall give written mediation demand to the other party. 14 Exhibit B-1 7.7 Alternative Procedures. Nothing in this Agreement shall be read to prevent the parties from agreeing to different procedures for I-Net construction, as long as those procedures (a) permit the I-Net to be constructed efficiently and cost-effectively and (b) are incorporated in a written document which is executed by each of the parties hereto. Consistent with this goal, it is the intent of the parties to cooperate to minimize any delay in the Subscriber Network Upgrade while providing sufficient time to permit the COUNTY to review and approve design plans and cost estimates. S. Future I-Net Construction or Upgrades. The COUNTY may request COMCAST upgrade the I-Net or construct additional I-Net Plant at any time throughout the initial term of the Franchise and any extension thereof. After receiving a request for additional I-Net work, COMCAST will provide the COUNTY an estimate of the all costs associated with the additional work. If the COUNTY then, in writing, requests COMCAST perform the work and accepts the Total Cost and estimated time for completion of such work, COMCAST will perform it. 9. I-Net Service and Maintenance. The COUNTY agrees that all I-Net users will exhaust any and all troubleshooting of their own equipment in accordance with manufacturer guidelines before contacting COMCAST for service or maintenance on the network. COMCAST shall be reimbursed for any maintenance calls which are subsequently determined to be a problem with the I-Net users equipment. 9.1 Avera¢e Response Time to an Outage. Subject to force majeure delays, COMCAST shall respond to Qualified I-Net User's requests for repair of an I-Net outage as follows: (a) For Fiber Optic path disruptions or continuity failure between the Headend and Hubs where the I-Net is sheathed or carried with Subscriber Network Fiber Optics, COMCAST shall respond within four (4) hours. (b) For any other Fiber Optic path disruptions or continuity failure, COMCAST shall respond within twenty-four (24) hours. 9.2 Maintenance. Comcast will be responsible for maintaining and repairing I-Net facilities up to the established Demarcation Point. Maintenance of the I-Net Fiber Optics will be performed by COMCAST as necessary to conform to any federal or State technical requirements. Comcast makes no warranty, express or implied, regarding the I-Net's merchantability or fitness for any particular purpose; however, at County's request, COMCAST will assign any warranty rights that it may secure through its purchase of equipment or facilities used exclusively for the I-Net to the full extent allowed by law, or by its purchase agreement with the equipment or facilities vendor. 15 Exhibit B-1 10. Miscellaneous 10.1 Binding Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns. 10.2 Force Majeure. If COMCAST or COUNTY shall be delayed or interrupted in the performance or completion of the work hereunder by an embargo, war, fire, flood, earthquake, epidemic, or other calamity, act of God or of the public enemy, or by any strike or labor dispute, or by the inability to secure governmental licenses, permits or priorities, or by the unavailability of sources of supply to COMCAST or COUNTY, or by any other outside cause which is beyond the control of COMCAST or COUNTY and without its fault or negligence, then it shall be excused from any delay or failure to perform under the Agreement. 10.3 Excused Performance. If COMCAST or the COUNTY is delayed or interrupted in the performance of completion of the work hereunder by any neglect or default of the other, then the affected party shall be excused from any delay or failure to perform under this Agreement caused by such a neglect or default. 10.4 Successors and Assigns. COMCAST and the COUNTY each bind themselves, their successors, assigns and legal representatives, to the other party hereto and to the successors, assigns, and legal representatives of such other party, in respect to covenants, agreements, and obligations contained in this Agreement. Neither COMCAST nor the COUNTY shall assign this Agreement without the written consent of the other party, which consent shall not unreasonably be withheld. If the Franchise is properly assigned to another party, this Agreement shall also be assigned with no further action required by the parties hereto. 10.5 No Third Party Beneficiaries. The terms and provisions of this Agreement shall create no right in any Person, firm or corporation other than the parties and their respective successors and permitted assigns of the Agreement and no third party shall have the right to enforce or benefit from the terms hereof. 10.6 Waiver. The failure of any party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive such party of the right thereafter to insist upon strict adherence to such term or any other term of this Agreement. Any waiver must be in writing. 10.7 Amendments. This Agreement may not be modified, amended, or supplemented except by a writing that has been signed by both parties hereto. 10.8 Invalid Clause. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, 16 Exhibit B-1 void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 10.9 Construction. Each of the parties to this agreement represents and acknowledges that it has been represented by counsel of its choosing in connection with the drafting and execution of this Agreement, which has been fully negotiated among them. Accordingly, this Agreement shall be construed in accordance with its terms, and no principle of construction shall be applied to favor or disfavor either party hereto. 10.10 Governing Law. This Agreement shall be governed by, and constructed in accordance with, the laws of the State of California, without reference to the choice of laws or conflicts of laws rules or principles of that or any other jurisdiction. 10.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.12 Facsimile Signatures. The parties agree that the execution and transmittal of this Agreement by facsimile shall be of the same binding effect as the handwritten execution upon an original copy of the Agreement. 10.13 Captions. All captions contained in this Agreement are for convenience only and are not to be deemed part of the agreement or to be referred to in connection with the interpretation of this Agreement. IN WITNESS WHEREOF, this Institutional Network Agreement has been executed by the undersigned on behalf of COMCAST and the COUNTY, respectively, each of the undersigned being thereunto duly authorized, to be effective as of the date first written above. THE COUNTY COUNTY By: GRANTEE R.J. Beeler, Chair Board of Supervisors Comcast of Southern California, Inc., an Oregon corporation, By: Name: Rick Germano Title: Senior Vice President, 17 Exhibit B-1 West Division Comcast of Northern California II, Inc., a California corporation By: Name: Rick Germano Title: Senior Vice President, West Division 18 Exhibit B-2 Termination Points for COUNTY's Dedicated Fiber From location To location Dark Fiber 1 County Center Drive, Oroville 479 East Park Ave, Chico 12 1 County Center Drive, Oroville 2545 Durham-Dayton Highway, Durham 2 or 479 East Park Ave, Chico 2545 Durham-Dayton Highway, Durham 2 1 County Center Drive, Oroville 747 Elliot Road, Paradise 6 1 County Center Drive, Oroville 239 Sycamore, Gridley 4 * 1 County Center Drive, Oroville 2094 Palermo Road, Palermo 4 * 1 County Center Drive, Oroville 1474 Myers Street, Oroville 4 * 1 County Center Drive, Oroville 202 Mira Loma, Oroville 6 * 1 County Center Drive, Oroville 1820 Mitchell Avenue, Oroville 4 * 1 County Center Drive, Oroville 2055 Lincoln, Oroville (Oroville PD) 2 1 County Center Drive, Oroville 3536 Butte Campus Drive, Oroville 2 *479 East Park Ave, Chico 196 Memorial Way, Chico 6 *479 East Park Ave, Chico 1108 Sherman Avenue, Chico 2 479 East Park Ave, Chico 2445 Carmichael Drive, Chico 6 *479 East Park Ave, Chico 411 Main Street, Chico 4 *479 East Park Ave, Chico 109 Pannac, Chico 2 479 East Park Ave, Chico CSUC-PD, Chico (Chico State) 2 479 East Park Ave, Chico 995 Fir Street, Chico (CHP) 2 479 East Park Ave, Chico 1460 Humboldt Road, Chico (Chico PD) 747 Elliot Road, Paradise 14166 Skyway, Magalia 4 747 Elliot Road, Paradise 5922 Clark Road, Paradise 2 747 Elliot Road, Paradise 5595 Black Olive Drive, Paradise (Paradise PD) 2 If COMCAST installs fiber to Forest Ranch *479 East Park Ave, Chico 17201 Deer Creek Highway, Forest Ranch 4 *479 East Park Ave, Chico Your tower outside of Chico 4 * If need be these location can be daisy chained. Exhibit B-3 Butte County INET Preliminary Cost_Estimate Estimated cost to construct Fiber Optic INET on Comcast strand and trench. INET fiber will be included in the same sheath_with Comcast fiber where possible. _ _ _ 11 /20/2003 GRAND TOTAL» SO $723,117 ! $ 9,052 Hub Splicing » ! I $0 ~~ # of Sites »> ~~ $150,000 '~ Sub Totals » 429,810 $573,117 CABLE NAME TOTAL FOOTAGE TOTAL COST PER SHEATH NUMBER OF INET FIBERS IN SHEATH CH-PAR-6 2,534 $16,158.18 4 CH-N55-72 3,733 $655.00 4 CH-N56-84 2,118 $1,304.98 16 CH-MEM-12 5,195 $44,356.97 12 CH-N49-48A 1,374 $422.87 4 CH-SHE-6 450 $4,505.96 4 CH-N56-132 1,994 $2,513.98 32 CH-N57-252 3,915 $3,459.79 32 CH-MAIN-6 3,573 $15,978.99 4 CH-N08-276 3,966 $2,611.20 24 CH-N 10-288 6,116 $5,139.29 36 CH-PRK-36 2,400 $74,431.72 36 CH-CAR-6 1,150 $36,112.67 6 CH-N01-288 5,127 $1,525.34 12 CH-DU-156 12,043 $2,894.37 12 DU-N03-156 9,529 $2,405.39 12 DU-N02-156 9,297 $2,360.27 12 DU-N02-24 4,577 $924.07 6 DU-N01-18 4,872 $1,041.90 6 DU-DAY-6 1,300 $9,259.17 6 DU-OR-156 18,885 $6,337.71 18 DU-OR-156A 15,777 $5,430.95 18 DO-OR-1568 11,650 $4,226.89 18 BU-COL-6 1,300 $36,155.02 4 DU-PD-60 17,022 $4,081.43 12 DU-PD-60A 18,137 $5,485.97 12 DU-PD-60B 15,524 $4,775.13 12 PD-N 10-72 4,974 $1,561.98 12 PD-N11-72 9,540 $2,489.11 12 PD-N13-84 16,553 $3,887.10 12 PD-N20-12 2,464 $20,006.37 12 PD-N21-30 4,338 $2,806.06 20 PD-ELL-24 450 $5,461.78 24 PD-BOD-6 3,563 $30,102.68 4 PD-N 19-56 7,200 $1,220.36 4 PD-N22-18 1,804 $559.60 4 PD-N17-6 2,749 $21,983.48 4 PD-N14-80 9,339 $1,199.33 4 PD-N25-80 2,700 $542.94 4 PD-N24-72 2,887 $569.11 4 Exhibit B-3 PD-N24-56 6,333 $1, .,6.65 4 PD-SKWY-6 1,065 $5,514.37 4 DU-OR-96 16,271 $10,753.72 34 DU-OR-96A 17,197 $11,276.72 34 DU-OR-96B 18,824 $12,195.63 34 OR-CCD-72 4,270 $7,095.15 60 OR-N42-84 6,230 $3,915.64 26 OR-MIRA-6 1,461 $12,521.55 6 OR-N40-168 4,955 $2,518.22 20 OR-N63-216 2,907 $1,844.01 20 OR-N61-228 1,968 $1,546.07 20 OR-MYER-6 1,110 $10,766.68 6 OR-LINC-6 1,004 $3,855.48 4 OR-MITC-6 1,217 $13,988.51 4 OR-N60-252 3,946 $651.66 4 OR-N57-264 5,776 $825.30 4 OR-N 10-276 6,000 $846.05 4 OR-N01-132 34,220 $3,628.88 4 OR-PAL-6 1,201 $10,241.95 4 CH-PB-24 2,240 $790.89 8 CH-N07-30 1,358 $453.13 4 CH-N06-288 6,568 $899.45 4 CH-N48-120 8,696 $2,266.17 12 CH-N47-108 3,088 $1,165.09 12 EXT,IBIT L-1 ~1 L~rzi~~-i ~~~~ rv ~ ~ ~. y S 1: I ©Garmin Corporation 1995-2002 © 2002 Navigation Technologies, Inc. NAVTECH ON BOARD 'is a trademark of Navigation Techriologits Corporation. ~i 59E ~ orz~ v°lil~ !~~ 1.c; J21 Z~ 08.`7 EXHIBIT ~-? Gmwn t°t~ir-E Rd r" -~_~~ J ~~~ ~ 1~$ ~ ~ ~.2 iTll GPS Mat3 Detail N~ 1 =!G 2 Z: ~ W 12 i~ 2 ~~3- 2 ©Garmin Corporation 1995-2002 © 2002 Navigation Technologies, lnc. NAVTECH ON BOARD is a trademark of Navigation Technologies Corporation.