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agreeable third party for mediation. The cost ofthe mediation will be shared equally by the parties. If the mediation is not successful, or if the parties cannot mutually agree upon a mediator, then either party may file an action in a court of competent jurisdiction or pursue any otherremedies available under the law or this Agreement. 3. In recognition of the regulatory uncertainties that exist on the effective date ofthis Agreement with regard to bundled services that are offered at a discount, the parties reserve all rights, claims, defenses, and remedies they may have relating to Grantor's authority to impose and to enforce requirements concerning the revenue allocation methodology to be applied in calculating franchise fee payments on Gross Revenues derived from the sale to subscribers of cable services and non-cable services in a discounted package. (d) Grantee's franchise fee payments to the Grantor shall be computed for each preceding calendar quarter ending March 31, June 30, September 30, and December 31, and must be paid by Grantee to Grantor not later than 45 days after the end of each calendar quarter. The payment for each calendar quarter must be accompanied by a report containing an accurate statement, in summary form, that sets forth by type of revenue the Grantee's Gross Revenues and the computation of the payment amount. The report must also state the total number of subscribers for each service or tier of service offered in the franchise service area. The report must include the appropriate information for the following categories of revenue: basic service; expanded basic service; a la carte services; pay-per view and pay-per-event; digital services; equipment rental or sale; installation, disconnection, re-connection, change-in-service, or other service revenue; maintenance plan revenue; satellite audio service; program guide revenue; itemized franchise fee revenue; itemized FCC regulatory fee revenue; other itemized fee or tax revenue (if any); late fees and administrative fees; and other miscellaneous subscriber revenue. A sample report form containing this information is attached as Exhibit G. (e) In addition to the information required by paragraph (d) above, Grantor may periodically, but not more frequently than once each calendar year request the following: I. The total number of subscribers in the regional cluster that includes the Grantee's franchise service area, and such related information concerning those subscribers as may be required by Grantor to verify and validate Grantee's calculations as to the proration of revenues, such as those derived from advertising sales and home shopping commissions, among Grantor and other local franchising authorities that constitute the regional cluster. 2. The methodology used by Grantee in determining any proration of revenues, such as those derived from advertising sales and home shopping commissions, among Grantor and other local franchising authorities that constitute the regional cluster. (I) If any franchise fee payment, or recomputed amount as determined by a financial audit under Subsection 9.7, is not made on or before the dates specified in Subsection 2.2( d), Grantee shall pay to Grantor as additional compensation an interest charge, computed at a rate of one percent (I %) per month, for each entire or partial month from the applicable due date until the date of receipt by Grantor of the franchise fee payment and the interest charge. ] 2097 -0002\680672v] 9.doc -8- City of Santa Ana EXECUTION COPY 4/07/05