HomeMy WebLinkAboutFRA2019-001 - Original - Comcast Cable Communications Mgmt, LLC - Ordinance 4310 Franchise Agreement - 04/19/2019 KENT Records Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: Comcast Cable Communications Management, LLC
Vendor Number (IDE): o)00Z //5D
Contract Number (City Clerk): FKA ;L011 - OC?/
Category: _Franchise Agreement
Sub-Category (if applicable): None
Project Name: Comcast - Cable Television Franchise Agreement
Contract Execution Date: ,�Ilq^,/5 Termination Date:
Contract Manager: Tammy White Department: Legal
Contract Amount: N/A
Budgeted: F-1 Grant?
Part of NEW Budget: Local: State: Federal:
Related to a New Position Notice required prior to public disclosure? Yes
Basis for Selection of Contractor? Other
Approval Authority: ❑✓ Director ❑✓ Mayor ❑✓ City Council
Other Details: Related to the Dark Fiber Lease Agreement Side Letter (attached)
and the Settlement Agreement approved under Ordinance 4310
COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC, AND
THE CITY OF KENT, WASHINGTON
CABLE FRANCHISE AGREEMENT
TABLE OF CONTENTS
DEFINITIONS AND EXHIBITS
DEFINITIONS............
1
I
7
SECTION I.
(A)
(B)
SECTION 2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
3.1
3.2
J.J
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
.........r2
.........13
.........13
.........13
EXHIBITS
GRANT OF FRANCHISE
Grant
Use of Rights-of-Way.
Effective Date and Term of Franchise.
Franchise Nonexclusive ....
Police Powers......
Competitive Equity....
Familiarity with Franchise
Effect of Acceptance.........
Franchise Fee
Payments.......
Acceptance of Payment and Recomputation
Quarterly Franchise Fee Reports
Annual Franchise Fee Reports...
Audits............
Late Payments............
Underpayrnents and Overpayments ..............
Alternative Compensation ............
Maximum Legal Compensation....................
Additional Commitments Not Franchise Fee Payments...
Financial Records....
Pa5rment on Termination....
7
.....7
.....8
.,.'.9
.....9
.',..9
.....9
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS t2
.t2
.t2
.r2
11
12
t4
15
........t4
........14
........1 5
........1 5
SECTION 4. ADMINISTRATION AND REGULATION
Authority........
Rates and Charges.......
Rate Discrimination
Filing of Rates and Charges........
4.t
4.2
4.3
4.4
t5
..15
..t6
..16
..16
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4.5
4.6
4.7
4.8
4.9
4.t0
5.1
5.2
5.3
5.4
6.1
6.2
6.3
6.4
6.5
SECTION 7.
7.1
7.2
SECTION 8.
8.1
8.2
8.3
8.4
8.5
8.6
SECTION 9. ACCESS
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10
Cross Subsidization..............
Reserved Authority.
Time Limits Strictly Construed .......
Franchise Amendment Procedure ....
Late Fees
Force Majeure
REPORTS AND RECORDS
Open Records............
Confidentiality...
PROGRAMMING
Broad Programming Categories
Deletion or Reduction of Broad Programming Categories........
Obscenity
Parental Control Device..
Continuity of Service Mandatory
Services for the Disabled
...16
....,',..'.T7
...........t7
...t7
...1 8
18
l7
18
SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS
Indemnification ............
Insurance
Deductibles/Certifi cate of Insurance.
Security
SECTION 6. CUSTOMER SERVICE
Customer Service Standards ...
Subscriber Privacy..
Subscriber Contracts
Notice to the City...........
Identification of Local Franchise Authority on Subscriber Bills
...r9
.20
.21
Designated Access Providers.....
Channel Capacity and Use
Access Channel Assignments .................
Relocation of Access Channels...
Support for PEG Access and Network Costs
Access Support Not Franchise Fees
Access Channels on Basic Service or Lowest Priced HD Service Tier
Change in Technology.....
Technical Quality.....
Return Lines/Access Origination.
22
.22
.22
.22
.22
.22
23
...23
...23
24
)A
....25
.25
..........25
..........25
..........26
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.29
.30
.30
.30
.31
.31
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SECTION 10. GENERAL RIGHT.OF.WAY USE AND CONSTRUCTION
Right to Construct
Right-of-Way Meetings .........
Joint Trenching/Boring Meetings ....
General Standard......
Permits Required for Construction ..
Emergency Permits..
Compliance with Applicable Codes.
Minimal Interference .....
Prevent Injury/Safety .......
Hazardous Substances......
Locates
Notice to Private Property Owners...
Underground Construction and Use of Poles................
Undergrounding of Multiple Dwelling Unit Drops
Burial Standards.
Cable Drop Bonding ...............
Prewiring..
Repair and Restoration of Property....
Acquisition of Facilities..
Discontinuing Use/Abandonment of Cable System Facilities............
Survey, Locates and Movement of Cable System Facilities for City
Purposes......
10.1
10.2
10.3
10.4
10.5
10.6
r0.7
10.8
10.9
10.10
10.11
10.12
10. l3
10.t4
10.15
10.16
t0.17
10.18
10.19
10.20
r0.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
t0.29
l1.l
tt.2
1 1.3
11.4
1 1.5
tt.6
32
....32
....32
....32
32
....32
....JJ
-t -t
^a11
............34
............34
............34
....35
...........35
...........36
.,,'37
....37
....37
....38
....38
....39
37
.39
.40
.40
.40
.42
Reimbursement of Grantee Costs
Movement of Cable System Facilities for Other Franchise Holders..
Temporary Changes for Other Permittees ...
Reservation of City Use of Right-of-Way
Tree Trimming..................
Inspection of Construction and Facilities
Stop Work.....
Work of Contractors and Subcontractors......
.,...,'...39
..........39
SECTION I I. CABLE SYSTEM, TECHNICAL STANDARDS AND TESTING
Subscriber Network ....
Standby Power
Emergency Alert Capability ..........,
Technical Performance ..................,
Cable System Performance Testing
Additional Tests .................
SECTION I2. SERVICE AVAILABILITY, INTERCONNECTION AND
SERVICE TO SCHOOLS AND PUBLIC BUILDINGS
I2.l Service Availability
...41
4l
.........41
.........42
...42
...42
...43
43
.........43
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12.2 Institutional Network and Connection of Public Facilities
SECTION 13. FRANCHISE VIOLATIONS
Procedure for Remedying Franchise Violations .......
Revocation
Procedures in the Event of Termination or Revocation....
Purchase of Cable System......
Receivership and Foreclosure...
No Monetary Recourse Against the City
Alternative Remedies..
Assessment of Monetary Damages
Effect of Abandonment.................,
What Constitutes Abandonment ..........
SECTION 14. FRANCHISE RENEWAL AND TRANSFER
14.I Renewal....
14.2 Transfer of Ownership or Control
SECTION 15. SEVERABILITY
SECTION 16. MISCELLANEOUSPROVISIONS
13.1
t3.2
13.3
13.4
13.5
13.6
13.7
13.8
13.9
13.10
16.1
76.2
16.3
t6.4
16.s
16.6
16.7
16.8
16.9
16.10
16.11
44
45
45
46
48
49
.48
5l
.51
.52
..50
..50
..50
..50
..51
53
53
.53
.54
.54
.54
.55
.55
..55
..55
..55
..55
..55
Preferential or Discriminatory Practices Prohibited
Notices.
Descriptive Headings
Publication Costs to be Bome by Grantee..........
Binding Effect........
No Joint Venture
Waiver..
Challenges to City Ordinances...
Reasonableness of Consent or Approval
Entire Agreement
Jurisdiction
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COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC, AND
CITY OF KENT, WASHINGTON
CABLE FRANCHISE AGREEMENT
SECTION I. DEFINITIONS AND EXHIBITS
(A) DEFTNTTTONS
For the purposes of this Franchise, the following terms, phrases, words and their
derivations shall have the meaning given herein. When not inconsistent with the context, words
used in the present tense include the future, words in the plural include the singular, and words in
the singular include the plural. Words not defined shall be given their common and ordinary
meaning. The word o'shall" is always mandatory and not merely discretionary. A list that
follows the use of the word "including" is intended to illustrate examples, not an exhaustive list,
unless the context clearly indicates otherwise.
1.1 "Access" means the availability for noncommercial use by various agencies, institutions,
organizations, groups and individuals in the community, including the City and its designees, of
the Cable System to acquire, create, receive, and distribute video Cable Services and other
services and signals as permitted under Applicable Law including, but not limited to:
a. "Public Access" means Access where community-based, noncommercial
organizations, groups or individual members of the general public, on a
nondiscriminatory basis, are the primary users.
b. "Educational Access" means Access where schools are the primary users having
editorial control over programming and services. For purposes of this definition,
o'school" means any State-accredited educational institution, public or private, including,
for example, primary and secondary schools, colleges and universities.
c. "Government Access" means Access where govemmental institutions or their
designees are the primary users having editorial control over programming and services.
1.2 "Access Channel" means any Channel, or portion thereof, designated for Access
purposes or otherwise made available to facilitate or transmit Access programming or services.
1.3 "Activated" means the status of any capacity or part of the Cable System in which any
Cable Service requiring the use of that capacity or part is available without further installation of
system equipment, whether hardware or software.
1.4 "Affiliate," when used in connection with Grantee, means any Person who directly or
indirectly owns or controls, is owned or controlled by, or is under common ownership or control
with Grantee.
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1.5 "Applicable Law" means any statute, ordinance, judicial decision, executive order or
regulation having the force and effect of law that determines the legal standing of a case or issue.
1.6 "Bad Debt" means amounts lawfully billed to a Subscriber and owed by the Subscriber
for Cable Service and accrued as revenues on the books of Grantee but not collected after
reasonable efforts have been made by Grantee to collect the charges.
1.7 "Basic Service" is the level of programming service which includes the retransmission of
local television Broadcast Channels and is made available to all Cable Services Subscribers in
the Franchise Area.
1.8 ooBroadcast Channel" means local commercial television stations, qualified low power
stations and qualified local noncommercial educational television stations, as referenced under
47 USC $ 534 and 535.
1.9 "Broadcast Siqnal" means a television or radio signal transmitted over the air to a wide
geographic audience and received by a Cable System by antenna, microwave, satellite dishes or
any other means.
1.10 "Cable Act" means the Title VI of the Communications Act of 1934, as amended.
1.11 "Cable Operator" means any Person or groups of Persons, including Grantee, who
provide(s) Cable Service over a Cable System and directly or through one or more Affiliates
owns a significant interest in such Cable System or who otherwise control(s) or is (are)
responsible for, through any affangement, the management and operation of such a Cable
System.
l.l2 "Cable Service" means the one-way transmission to Subscribers of video programming
or other programming service and Subscriber interaction, if any, which is required for the
selection or use of such video programming or other programming service.
1.13 'oe4bleSyglenq" means any facility, including Grantee's, consisting of a set of closed
transmission 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
seryes only to retransmit the television signals of one or more television broadcast stations; (B) a
facility that serves Subscribers without using any Right-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 (otherthan forpurposes of Section 621(c) (47 U.S.C. 5a1(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.
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l.l4 "Channel" means a portion of the electromagnetic frequency spectrum which is used in
the Cable System and which is capable of delivering a television Channel (as television Channel
is defined by the FCC by regulation).
1.15 "Chief Administrative Officer" means the Chief Administrative Officer of the City or
designee.
l.16 *Citt''is the City of Kent, Washington, a body politic and corporate under the laws of the
State of Washington.
l.l7 "City Council" means the Kent City Council, or its successor, the goveming body of the
City of Kent, Washington.
1.18 "Commercial Subscribers" means any Subscribers other than Residential Subscribers.
l.lg "Designated Access Provider" means the entity or entities designated now or in the future
by the City to manage or co-manage Access Channels and facilities. The City may be a
Designated Access Provider.
1.20 "Digital Starter Service" means the Tier of optional video programming services, which
is the level of Cable Service received by most Subscribers above Basic Service, and does not
include Premium Services.
l.2l 'oDownstream" means carrying a transmission from the Headend to remote points on the
Cable System or to Interconnection points on the Cable System.
1.22 "Dwelling Unit" means any building, or portion thereof, that has independent living
facilities, including provisions for cooking, sanitation, and sleeping, and that is designed for
residential occupancy. Buildings with more than one set of facilities for cooking shall be
considered Multiple Dwelling Units unless the additional facilities are clearly accessory.
1.23 "FCC" means the Federal Communications Commission.
1.24 "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.
1.25 "Finance Director" means the director of the City's Finance Department or designee.
1.26 "Franchise" means the document in which this definition appears, i.e., the contractual
agreement, executed between the City and Grantee, containing the specific provisions of the
authorization granted, including references, specifications requirements, and other related
matters.
1.27 "Franchise Area" means the area within the jurisdictional boundaries of the City,
including any areas annexed by the City during the term of this Franchise.
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1.28 "Franchise Fee" means that fee payable to the City described in Section 3.1 (A).
1.29 "Grantee" means Comcast Cable Communications Management,LLC, or its lawful
successor, transferee or assignee.
1.30 "Gross Revenues" means and shall be construed broadly to include all revenues derived
directly or indirectly by Grantee and/or an Affiliate entity that is the cable operator of the Cable
System, from the operation of Grantee's Cable System to provide Cable Services within the City.
Gross revenues include, by way of illustration and not limitation:
monthly fees for Cable Services, regardless of whether such Cable Services are
provided to Residential or Commercial Subscribers, including revenues derived
from the provision of all Cable Services (including but not limited to pay or
premium Cable Services, digital Cable Services, pay-per-view, pay-per-event, and
video-on-demand Cable Services);
a
a
o
installation, reconnection, downgrade, upgrade, or similar charges associated with
changes in subscriber Cable Service levels;
fees paid to Grantee for channels designated for commercial/leased access use,
which shall be allocated on a pro ratabasis using total Cable Service Subscribers
within the City;
converter, remote control, and other Cable Service equipment rentals, leases, or
sales;
Advertising Revenues as defined herein;
late fees, convenience fees, and administrative fees, which shall be allocated on a
pro rata basis using Cable Services revenue as a percentage of total Subscriber
revenues within the City;
revenues from program guides;
Franchise Fees;
FCC Regulatory Fees;
Except as provided in subsection (B) below, any fee, tax, or other charge assessed
against Grantee by a municipality, which Grantee chooses to pass through and
collect from its Subscribers; and
commissions from home shopping Channels and other Cable Service revenue
sharing arrangements, which shall be allocated on a pro ratabasis using total
Cable Service Subscribers within the City.
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(A) "Advertising Revenues" shall mean revenues derived from sales of advertising
that are made available to Grantee's Cable System Subscribers within the City and shall be
allocated on apro ratabasis using total Cable Service Subscribers reached by the advertising.
Additionally, Grantee agrees that Gross Revenues subject to Franchise Fees shall include all
commissions, representative fees, Affiliate entity fees, or rebates paid to National Cable
Communications and Comcast Spotlight or their successors associated with sales of advertising
on the Cable System within the City and allocated according to this subsection using total Cable
Service Subscribers reached by the advertising.
(B) "Gross Revenues" shall not include:
actual Bad Debt write-offs, except any portion which is subsequently
collected which shall be allocated onapro ratabasis using Cable Services
revenue as a percentage of total Subscriber revenues within the City;
Public, Educational and Governmental (PEG) Fees; and
unaffiliated third-party advertising sales agency fees which are reflected as
a deduction from revenues.
(C) To the extent revenues are received by Grantee for the provision of a discounted
bundle of services which includes Cable Services and non-Cable Services, Grantee shall
calculate revenues to be included in Gross Revenues using a methodology that allocates revenue
on a pro ratabasis when comparing the bundled service price and its components to the sum of
the published rate card, except as required by specific federal, State or local law. It is expressly
understood that equipment may be subject to inclusion in the bundled price at full rate card
value. This calculation shall be applied to every bundled service package containing Cable
Service from which Grantee derives revenues in the City. The City reserves its right to review
and to challenge Grantee's calculations.
(D) Grantee reserves the right to change the allocation methodologies set forth in this
subsection 1.30 in order to meet the standards required by governing accounting principles as
promulgated and defined by the Financial Accounting Standards Board ("FASB"), Emerging
Issues Task Force ("EITF") and/or the U.S. Securities and Exchange Commission ("SEC").
Grantee will explain and document the required changes to the City within three (3) months of
making such changes, and as part of any audit or review of Franchise Fee payments, and any
such changes shall be subject to subsection 1.30 (E) below. If new Cable Service revenue
streams develop from Grantee's operation of its Cable System within the City, those new
revenue streams shall be included within Gross Revenues, unless the parties agree otherwise.
(E) Resolution of any disputes over the classification of revenue should first be
attempted by agreement of the Parties, but should no resolution be reached, the Parties agree that
reference shall be made to generally accepted accounting principles ("GAAP") as promulgated
and defined by the FASB, EITF and/or the SEC. Notwithstanding the forgoing, the City reserves
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its right to challenge Grantee's calculation of Gross Revenues, including the interpretation of
GAAP as promulgated and defined by the FASB, EITF and/or the SEC.
1.31 "Headend" means any facility for signal reception and dissemination on a Cable System,
including cables, antennas, wires, satellite dishes, monitors, switchers, modulators, processors
for Broadcast Signals, equipment for the Interconnection of the Cable System with adjacent
Cable Systems and Interconnection of any networks which are part of the Cable System, and all
other related equipment and facilities.
1.32 'ol.eased Access Channel" means any Channel or portion of a Channel commercially
available for video programming by Persons other than Grantee, for a fee or charge.
1.33 "Municipal Code" means the Kent City Code adopted for application and enforcement
within the City of Kent, Washington.
1.34 "Person" means any individual, sole proprietorship, partnership, association, or
corporation, or any other form of entity or organization.
1.35 "Premium Service" means programming choices (such as movie Channels, pay-per-view
programs, or video on demand) offered to Subscribers on a per-Channel, per-program or per-
event basis.
1.36 "Residential Subscriber" means any Subscriber who receives Cable Service delivered to
Dwelling Units or Multiple Dwelling Units, excluding such Multiple Dwelling Units billed on a
bulk-billing basis.
1.37 "Rieht-of-Way" means "City Right-of-Way" as defined in Section 7.I2.030(L) of the
Municipal Code.
1.38 "state" means the State of Washington.
1.39 "subscriber" means any Person who or which has entered into an agreement to receive
Cable Service provided by Grantee by means of or in connection with the Cable System and
whose premises are physically wired and lawfully Activated to receive Cable Service from
Grantee's Cable System, and who or which has not been disconnected for failure to adhere to
Grantee's regular and nondiscriminatory terms and conditions for receipt of service.
1.40 "subscriber Network" means that portion of the Cable System used primarily by Grantee
in the transmission of Cable Services to Residential Subscribers.
l.4l "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 providedin4T U.S.C. Section 153(50)).
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1.42 o'Telecommunications Service" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively available directly to the
public, regardless of the facilities used (as provided in 47 U.S.C. Section 153(53).
1.43 'cTier" means a group of Channels for which a single periodic subscription fee is charged.
1.44 "Upstream" means carrying a transmission to the Headend from remote points on the
Cable System or from Interconnection points on the Cable System.
(B) EXHIBITS
The following documents, which are occasionally referred to in this Franchise, are
formally incorporated and made apart of this Franchise by this reference:
1) Exhibit A: A list of the public buildings receiving dark fiber I-Net connections
2) Exhibit B: A list of the current public buildings receiving complimentary Cable
Service
SECTION 2. GRANT OF FRANCHISE
2.1 Grant
(A) The City hereby grants to Grantee a nonexclusive authorization to make
reasonable and lawful use of the Rights-of-Way and any compatible easements, to the extent
they comply with the provisions of 47 U.S.C. $ 5a1(aX2), within the City to construct, operate,
maintain, reconstruct, and rebuild a Cable System for the purpose of providing Cable Service
subject to the terms and conditions set forth in this Franchise and in any prior utility or use
agreements entered into by Grantee with regard to any individual property. This Franchise shall
constitute both a right and an obligation to provide the Cable Services required by, and to fulfiIl
the obligations set forth in, the provisions of this Franchise.
(B) Nothing in this Franchise shall be deemed to waive the lawful requirements of
any generally applicable City ordinance existing as of the Effective Date, as defined in
subsection 2.3.
(C) Each and every term, provision, or condition herein is subject to the provisions of
State law, federal law, and the ordinances and regulations enacted by the Kent City Council
pursuant thereto, portions of which may be codified in the Municipal Code. To the extent there
is any conflict between any provision of the Municipal Code as it exists on the Effective Date of
this Franchise and this Franchise, the terms of this Franchise shall control. Subject to the City's
right to exercise its police power under Section 2.5, the City may not unilaterally alter the
material rights and obligations of Grantee under this Franchise.
(D) This Franchise shall not be interpreted to prevent the City from imposing
additional lawful conditions for use of the Rights-of-Way as allowed by Applicable Law should
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Grantee provide service other than Cable Service, nor shall this Franchise be interpreted to either
prevent or authorize Grantee from makin g any other lawful uses of the Cable System as
permitted by Applicable Law.
(E) Grantee promises and guarantees, as a condition of exercising the privileges
granted by this Franchise, that any Affiliate of Grantee directly involved in the offering of Cable
Service in the Franchise Area, or directly involved in the management or operation of the Cable
System in the Franchise Area, will also comply with the obligations of this Franchise.
(F) No rights shall pass to Grantee by implication. Without limiting the foregoing, by
way of example and not limitation, this Franchise shall not include or be a substitute for:
(1) Any other generally applicable permit or authorization required for the
privilege of transacting and carrying on a business within the City that may be required
by the ordinances and laws of the City;
(2) Any generally applicable permit, agreement, or authorization required by
the City for Right-of-Way users in connection with operations on or in the Rights-of-Way
or public property including, by way of example and not limitation, street cut permits; or
(3) Any generally applicable permits or agreements for occupying any other
property of the City or private entities to which access is not specifically granted by this
Franchise including, without limitation, permits and agreements for placing devices on
poles, in conduits, or in or on other structures.
(G) This Franchise is intended to convey limited rights and interests only as to those
Rights-of-Way in which the City has an actual interest. It is not awartanty of title or interest in
any Right-of-Way; it does not provide Grantee with any interest in any particular location within
the Right-of-Way; and it does not confer rights other than as expressly provided in the grant
hereof.
2.2 Use of Rights-of-Way
(A) Subject to the City's supervision and control, Grantee may erect, install,
construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the
Rights-of-Way within the City such wires, cables, conductors, ducts, conduits, vaults, manholes,
amplifiers, pedestals, attachments and other property and equipment as are necessary and
appurtenant to the operation of a Cable System within the City. Grantee, through this Franchise,
is granted extensive and valuable rights to operate its Cable System for profit using the City's
Rights-of-Way in compliance with all applicable City construction codes and procedures. As
trustee for the public, the City is entitled to fair compensation as provided for in Section 3 of this
Franchise to be paid for these valuable rights throughout the term of the Franchise.
(B) Grantee must follow City established nondiscriminatory requirements for
placement of Cable System facilities in Rights-of-Way, including the specific location of
facilities in the Rights-of-Way, and must in any event install Cable System facilities in a manner
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that minimizes interference with the use of the Rights-of-Wayby the City or others, including
others that may be installing communications facilities. Within limits reasonably related to the
City's role in protecting public health, safety, and welfare, the City may require that Cable
System facilities be installed at aparticular time, at a specific place, or in a particular manner as
a condition of access to a particular Right-of-Way; may deny access if Grantee is not willing to
comply with City's requirements; and may remove, or require removal of any facility that is not
installed by Grantee in compliance with the requirements established by the City, or which is
installed without prior City approval of the time, place, or manner of installation, and charge
Grantee for all the costs associated with removal; and may require Grantee to cooperate with
others to minimize adverse impacts on the Rights-of-Way through joint trenching and other
arrangements.
2.3 Effective Date and Term of Franchise
This Franchise and the rights, privileges, and authority granted hereunder shall take effect
on AOln\ n ,2019 (the "Effective Date"), and shall terminate on
ZOZq;ilnless terminated sooner as hereinafter provided.
2.4 Franchise Nonexclusive
This Franchise shall be nonexclusive and subject to all prior rights, interests, easements,
or licenses granted by the City to any Person to use any property, Right-of-Way, right, interest,
or license for any purpose whatsoever, including the right of the City to use the same for any
purpose it deems fit, including the same or similar purposes allowed Grantee hereunder. The
City may at any time grant authorization to use the Rights-of-Way for any purpose not
incompatible with Grantee's authority under this Franchise and for such additional franchises for
Cable Systems as the City deems appropriate, subject to Section 2'6.
2.5 Police Powers
Grantee's rights hereunder are subject to the police powers of the City to adopt and
enforce ordinances necessary to the safety, health, and welfare of the public, and Grantee agrees
to comply with all laws and ordinances of general applicability enacted or hereafter enacted by
the City or any other legally constituted governmental unit having lawful jurisdiction over the
subject matter hereof. The City shall have the right to adopt from time to time such ordinances
as it may deem necessary in the exercise of its police power; provided that such hereinafter
enacted ordinances shall be reasonable and not materially modify the terms of this Franchise.
Any conflict between the provisions of this Franchise and any other present or future lawful
exercise of the City's police powers shall be resolved in favor of the latter.
2.6 Competitive Equity
(A) Grantee acknowledges and agrees that the City reserves the right to grant one (1)
or more additional franchises or other similar lawful authorization to utilize the Rights-of-Way in
order to provide Cable Services or similar video programming service within the City. If the
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City grants such an additional franchise or other similar lawful authorization to utilize the
Rights-of-Way for Cable Services or similar video programming services containing material
terms and conditions that differ from Grantee's material obligations under this Franchise, or
declines to require such franchise or other similar lawful authorization where it has the legal
authority to do so, then the City agrees that the obligations in this Franchise will, pursuant to the
process set forth in this Section, be amended to include any material terms or conditions that are
imposed upon the new entrant, or provide relief from existing material terms or conditions, so as
to insure that the regulatory and financial burdens on each entity are materially equivalent.
"Material terms and conditions" include, but are not limited to: Franchise Fees and Gross
Revenues; complementary services; insurance; System build-out requirements; security
instruments; Public, Education and Government Access Channels and support; customer service
standards; required reports and related record keeping; competitive equity (or its equivalent);
audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties
agree that this provision shall not require a word for word identical franchise or authorization for
a competitive entity so long as the regulatory and financial burdens on each entity are materially
equivalent. Prior to formal consideration of a competitive franchise to provide Cable Services or
similar video programming service, the City shall provide notice to Grantee, consistent with
Section 7.12.170 of the Kent Municipal Code.
(B) The modification process of this Franchise as provided for in subsection 2.6 (A)
shall only be initiated by written notice by Grantee to the City regarding specified franchise
obligations. Grantee's notice shall address the following: (1) identifying the specific terms or
conditions in the competitive cable services franchise that are materially different from Grantee's
obligations under this Franchise; (2) identifying the Franchise terms and conditions for which
Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to
the City, with a written explanation of why the proposed amendments are necessary and
consistent. Notwithstanding any modification of this Franchise pursuant to the provisions of this
subsection 2.6, should any entity, whose authoization to provide Cable Services or similar video
programming service resulted in a triggering of the amendments under this Section, cease to
provide such services within the City, the City may provide ninety (90) days' written notice to
Grantee of such fact, and the City and Grantee shall enter into good faith negotiations to
determine which of the original terms, conditions and obligations of this Franchise shall be
reinstated and fully effective.
(C) Upon receipt of Grantee's written notice as provided in subsection 2.6 (B), the
City and Grantee agree that they will use best efforts in good faith to negotiate Grantee's
proposed Franchise modifications, and that such negotiation will proceed and conclude within a
ninety (90) day time period, unless that time period is reduced or extended by mutual agreement
of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant
to such negotiations, then the City shall amend this Franchise to include the modifications.
(D) In the alternative to Franchise modification negotiations as provided for in
subsection 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations,
Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other
similar lawful authoization that the City grants to another multi-channel video programming
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provider, with the understanding that Grantee may use its current system design and technology
infrastructure to meet any requirements of the new franchise, so as to insure that the regulatory
and financial burdens on each entity are equivalent. If Grantee so elects, the City shall
immediately commence proceedings to replace this Franchise with the franchise issued to the
other multi-channel video programming provider.
(E) Notwithstanding anything contained in this subsection 2.6(A) through (D) to the
contrary, the City shall not be obligated to amend or replace this Franchise unless the new
entrant makes Cable Services or similar video programming services available for purchase by
Subscribers or customers under its franchise agreement with the City. If Grantee is the sole
provider of Cable Services or similar video programming services using the Rights-of-Way of
the City, the terms and conditions of the Franchise shall apply.
(F) Notwithstanding any provision to the contrary, at any time that a wireline
facilities based entity, legally authorized by State or federal law, makes available for purchase by
Subscribers or customers Cable Services or multiple Channels of video programming within the
Franchise Area without a franchise or other similar lawful authoization granted by the City that
permits a new entrant to utilize the Rights-of-Way granted by the City, then:
(1) Grantee may negotiate with the City to seek Franchise modifications as
per subsection 2.6(C) above; or
(a) the term of Grantee's Franchise shall, upon ninety (90) days'
written notice from Grantee, be shortened so that the Franchise
shall be deemed to expire on a date eighteen (18) months from the
first day of the month following the date of Grantee's notice, and
Grantee shall be deemed to have timely invoked the renewal
process under 47 USC 546; or,
(b) Grantee may assert, at Grantee's option, that this Franchise is
rendered "commercially impracticable" and invoke the
modification procedures set forth in Section 625 of the Cable Act.
For the pulposes of this section, a "wireline facilities based entity" means an entity,
including the City that owns, controls or manages a significant portion of the wireline facilities
located in the City's Rights-of-Way, over which the video programming services are delivered.
2.7 Familiarity with Franchise
Grantee acknowledges and warrants by acceptance of the rights, privileges, and
agreements granted herein, that it has carefully read and fully iomprehends the terms and
conditions of this Franchise and is willing to and does accept all lawful and reasonable risks of
the meaning of the provisions, terms, and conditions herein. Grantee further acknowledges and
states that it has fully studied and considered the requirements and provisions of this Franchise,
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and finds that the same are commercially practicable at this time and consistent with all local,
State, and federal laws and regulations currently in effect, including the Cable Act.
2.8 Effect of Acceptance
By accepting the Franchise, Grantee: (1) acknowledges and accepts the City's legal right
to issue and enforce the Franchise; (2) accepts and agtees to comply with each and every
provision of this Franchise subject to Applicable Law; and (3) agrees that the Franchise was
granted pursuant to processes and procedures consistent with Applicable Law, and that it will not
raise any claim to the contrary.
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS
3.1 Franchise Fee
As compensation for the benefits and privileges granted under this Franchise and in
consideration of permission to use the City's Rights-of-Way, Grantee shall continue to pay as a
Franchise Fee to the City, throughout the duration of and consistent with this Franchise, an
amount equal to five percent (5%) of Grantee's Gross Revenues.
3.2 Payments
Grantee's Franchise Fee payments to the City shall be computed quarterly for the
preceding calendar quarter ending March 31, June 30, September 30, and December 31. Each
quarterly payment shall be due and payable no later than thirty (30) days after said dates.
3.3 Acceptance of Payment and Recomputation
No acceptance of any payment shall be construed as an accord by the City that the
amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as
a release of any claim the City may have for further or additional sums payable or for the
performance of any other obligation of Grantee.
3.4 Quarterly Franchise Fee Reports
Each payment shall be accompanied by a written report to the City concurrently sent
under separate cover, verified by an authorized representative of Grantee, containing an accurate
statement in summari zed form, as well as in detail, of Grantee's Gross Revenues and the
computation of the payment amount. Such reports shall detail all Gross Revenues of the Cable
System.
3.5 Annual Franchise Fee Reports
Grantee shall, within sixty (60) days after the end of each year, furnish to the Crty a statement
stating the total amount of Gross Revenues for the year and all payments, deductions, and
computations for the period.
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3.6 Audits
Not more than once every three (3) years, upon thirty (30) days' prior written notice, the
City, including the City's Finance Director, shall have the right to conduct an independent
audit/review of Grantee's records reasonably related to the administration or enforcement of this
Franchise. Pursuant to subsection 1.30, as part of the Franchise Fee audit/review, the City shall
specifically have the right to review relevant data related to the allocation of revenue to Cable
Services in the event Grantee offers Cable Services bundled with non-Cable Services. An
independent audit/review of Grantee's records may be conducted more frequently if the City has
a reasonable basis upon which to believe an error in the Franchise Fee calculation has occurred.
For purposes of this section, "relevant data" shall include, at a minimum, Grantee's records,
produced and maintained in the ordinary course of business, showing the Subscriber counts per
package and the revenue allocation per package for each package that was available for City
Subscribers during the audit period. To the extent that the City does not believe that the relevant
data supplied is sufficient for the City to complete its audit/review, the City may require other
relevant data maintained in Grantee's ordinary course of business. For purposes of this Section
3.6, the "other relevant data" shall generally mean all: (l) billing reports, (2) financial reports
(such as General Ledgers) and (3) sample Subscriber bills used by Grantee to determine Gross
Revenues for the Franchise Area that would allow the City to recompute the Gross Revenue
determination. If the audit/review shows that Franchise Fee payments have been underpaid by
five percent (5%) or more (or such other contract underpayment threshold as set forth in a
generally applicable and enforceable regulation or policy of the City related to audits), Grantee
shall pay the total cost of the audit/review, such cost not to exceed five thousand dollars ($5,000)
for each year of the audit period, with such amount to increase upon the annual anniversary of
the Effective Date, by an amount equal to the CPI increase in the Seattle-Tacoma-Bellevue area.
The City's right to audit/review and Grantee's obligation to retain records necessary to complete
any audit under this subsection shall expire consistent with the applicable statute of limitations
period under State law; provided, however, that this would not apply to a time period covered
under a previous audit.
3.7 Late Payments
In the event any quarterly Franchise Fee payment is not received within thirty (30) days
from the date the payment was due to the City, Grantee shall pay interest on the amount due of
one and one-half percent (l .5 %o) per month (eighteen percent (18%) per annum) on any unpaid
balance of the Franchise Fee due, until all payments due are paid in full. Any unpaid fee or
interest due under this Franchise that remains unpaid shall constitute a debt to the City,
collectible in accordance with the Kent City Code.
3.8 UnderpaymentsandOverpayments
If a net Franchise Fee underpayment is discovered as the result of an audit, Grantee shall
pay interest as applicable for late payments under Section 3.7 of this Franchise, calculated from
the date each portion of the underpayrnent was originally due until the date Grantee remits the
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underpayment to the City. If an overpayment is discovered, Grantee may take an offset against
future Franchise Fee payments, with no interest or other cost to the City.
3.9 AlternativeCompensation
In the event the obligation of Grantee to compensate the City through Franchise Fee
payments is lawfully suspended or eliminated, in whole or part, then Grantee shall pay to the
City compensation equivalent to the compensation paid to the City by other similarly situated
users of the City's Rights-of-Way for Grantee's use of the City's Rights-of-Way, provided that
in no event shall such payments exceed the equivalent of five percent (5%) of Grantee's Gross
Revenues (subject to the other provisions contained in this Franchise), to the extent consistent
with Applicable Law.
3.10 Maximum Legal Compensation
The parties acknowledge that, at present, applicable federal law limits the City to
collection of a maximum permissible Franchise Fee of five percent (5%) of Gross Revenues. In
the event that at any time during the duration of this Franchise the City is authorized to collect an
amount in excess of five percent (5%) of Gross Revenues, then this Franchise may be amended
unilaterally by the City, by resolution of the City Council, to provide that such excess amount
shall be added to the Franchise Fee payments to be paid by Grantee to the City hereunder,
provided that Grantee has received at least ninety (90) days' prior written notice from the City of
such amendment, so long as all cable operators in the City are paylng the same Franchise Fee
amount commencing within ninety (90) days of the Effective Date of the increase for Grantee.
3.11 Additional Commitments Not Franchise Fee Payments
No term or condition in this Franchise shall in any way modify or affect Grantee's
obligation to pay in full the Franchise Fee percentage listed in this Franchise. Additionally, the
PEG Contribution pursuant to Section 9.5, as well as any charges incidental to the awarding or
enforcing of this Franchise, including payments for bonds, security funds, letters of credit,
insurance, indemnification, penalties or liquidated damage shall not be offset against Franchise
Fees. Furthennore, the City and Grantee agree that any utility tax, business and occupation tax
or similar local tax of general applicability shall be in addition to any Franchise Fees required
herein, and there shall be no offset against Franchise Fees subject to applicable law. With the
exception of the foregoing and Section I2.2 of this Franchise, Comcast reserves all rights to
offset cash or non-cash payments from Franchise Fees, consistent with applicable law.
Should Grantee elect to offset commitments or initiatives such as complimentary Cable
Service against the Franchise Fee in accordance with applicable law, including any Order
resulting from the FCC's 62I proceeding, MB Docket No. 05-311, Grantee shall provide the
City ninety (90) days' advance written notice. Discounted leased fiber or managed services
provided under a separate contract with Comcast Business are not a non-cash commitment or
initiative and shall not be offset.
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Any decision or election by Grantee not to exercise any right it has under applicable law,
including any Order by the FCC in the 621proceeding, to offset cash or non-cash payments from
Franchise Fees under or pursuant to this Franchise, shall not constitute a waiver of any such
rights Grantee may have under applicable law.
3.12 Tax Liability
The Franchise Fees shall be in addition to any and all taxes or other levies or assessments
which are now or hereafter required to be paid by businesses in general by any law of the City,
the State or the United States including, without limitation, sales, use, utility, business and
occupation, and other taxes, business license fees, or other payments. Payment of the Franchise
Fees under this Franchise shall not exempt Grantee from the payment of any other license fee,
permit fee, tax, or charge on the business, occupation, property, or income of Grantee that may
be lawfully imposed by the City. Any other license fees, taxes, or charges shall be of general
applicability in nature and shall not be levied against Grantee solely because of its status as a
Cable Operator, or against Subscribers, solely because of their status as such.
3.13 Financial Records
Grantee agrees to meet with a representative of the City upon request to review Grantee's
methodology of recordkeeping, financial reporting, the computing of Franchise Fee obligations
and other procedures, the understanding of which the City deems necessary for reviewing reports
and records.
3.14 Payment on Termination
If this Franchise terminates for any reason, Grantee shall file with the City within ninety
(90) calendar days of the date of the termination, a financial statement, signed by a representative
of Grantee under penalty of perjury under the laws of the State of Washington, showing the
Gross Revenues received by Grantee since the end of the previous fiscal year. The City reserves
the right to satisfy any remaining financial obligations of Grantee to the City by utilizing the
funds available in the letter of credit or other security provided by Grantee.
SECTION 4. ADMINISTRATION AND REGULATION
4.1 Authority
(A) The City shall be vested with the power and right to reasonably regulate the
exercise of the privileges permitted by this Franchise in the public interest or to delegate that
power and right, or any part thereof, to the extent permitted under federal, State, and local law, to
any agent in its sole discretion.
(B) Nothing in this Franchise shall limit nor expand the City's right of eminent
domain under State law.
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4.2 Rates and Charges
All of Grantee's rates and charges related to or regarding Cable Services shall be subject
to regulation by the City to the full extent authorized by applicable federal, State, and local laws.
4.3 Rate Discrimination
All of Grantee's rates and charges shall be published (in the form of a publicly-available
rate card) and be non-discriminatory as to all Persons and organizations of similar classes, under
similar circumstances and conditions. Grantee shall apply its rates in accordance with
Applicable Law, with identical rates and charges for all Subscribers receiving identical Cable
Services, without regard to race, color, ethnic or national origin, religion, age, sex, sexual
orientation, gender identity, marital, military or economic status, physical or mental disability,
or, where consistent with any requirement of federal or State law, or geographic location within
the City. Nothing herein shall be construed to prohibit:
(A) The temporary reduction or waiving of rates or charges in conjunction with valid
promotional campaigns; or,
(B) The offering of reasonable discounts to senior citizens or economically
disadvantaged citizens; or,
(C) The offering of rate discounts for Cable Service; or,
(D) The establishing of different and nondiscriminatory rates and charges and classes
of service for Commercial Subscribers, as allowable by federal law and regulations.
4.4 Filing of Rates and Charges
(A) Throughout the term of this Franchise, Grantee shall maintain on file with the
City a complete schedule of applicable rates and charges for Cable Services provided under this
Franchise. Nothing in this subsection shall be construed to require Grantee to file rates and
charges under temporary reductions or waivers of rates and charges in conjunction with
promotional campaigns.
(B) Upon request of the City, Grantee shall provide a complete schedule of current
rates and charges for any and all Leased Access Channels, or portions of such Channels,
provided by Grantee. The schedule shall include a description of the price, terms, and conditions
established by Grantee for Leased Access Channels.
4.5 Cross Subsidization
Grantee shall comply with all Applicable Laws regarding rates for Cable Services and all
Applicable Laws covering issues of cross subsidization.
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4.6 Reserved Authority
Both Grantee and the City reserve all rights they may have under the Cable Act and any
other relevant provisions of federal, State, or local law.
4.7 Time Limits Strictly Construed
Whenever this Franchise sets forth a time for any act to be performed by Grantee, such
time shall be deemed to be of the essence, and any failure of Grantee to perform within the
allotted time may be considered a breach of this Franchise and sufficient grounds for the City to
invoke any relevant remedy in accordance with Section 13.1 of this Franchise. While Grantee
agrees to use its best efforts to respond to electronic requests by the City for information, books
or records within the time set forth in this Franchise, the parties agree that Grantee's failure to
respond to the electronic request, if such effor was inadvertent or unintentional, shall not be
deemed a breach of this Franchise. Notwithstanding the foregoing, the parties hereby agree that
it is not the City's intention to subject Grantee to penalties, fines, forfeitures or revocation of the
Franchise for violations of the Franchise where the violation was a good faith error that resulted
in no or minimal negative impact on the Subscribers within the Franchise Area, or where strict
performance would result in practical difficulties and hardship to Grantee which outweighs the
benefit to be derived by the City andlor Subscribers.
4.8 Franchise Amendment Procedure
Either party may at any time seek an amendment of this Franchise by so notifying the
other party in writing. Within thirty (30) days of receipt of notice, or such other time as the
parties may agree, the City and Grantee shall meet to discuss the proposed amendment(s). If the
parties reach a mutual agreement upon the suggested amendment(s), such amendment(s) shall be
submitted to the City Council for its approval. If so approved by the City Council and Grantee,
then such amendment(s) shall be deemed part of this Franchise. If mutual agreement is not
reached, there shall be no amendment.
4.9 Late Fees
(A) For purposes of this subsection, any assessment, charge, cost, fee or sum,
however characteized, that Grantee imposes upon a Subscriber solely for late payment of a bill
shall be deemed a late fee.
(B) Nothing in this subsection shall be deemed to create, limit, or otherwise affect the
ability of Grantee to impose other assessments, charges, fees, or sums other than those permitted
by this subsection, for Grantee's other services or activities it performs in compliance with
Applicable Law, including FCC law, rule, or regulation.
(C) Grantee's late fee and disconnection policies and practices shall be
nondiscriminatory and such policies and practices, and any fees imposed pursuant to this
subsection, shall apply equally in all parts of the City without regard to the neighborhood or
income level of the Subscriber.
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4.10 Force Majeure
In the event Grantee is prevented or delayed in the performance of any of its obligations
under this Franchise by reason beyond the control of Grantee, Grantee shall have a reasonable
time, under the circumstances, to perform the affected obligation under this Franchise or to
procure a substitute for such obligation that is satisfactory to the City. Those conditions that are
not within the control of Grantee include, but are not limited to, natural disasters, civil
disturbances, work stoppages or labor disputes, power outages, telephone network outages, and
severe or unusual weather conditions, all of which have a direct and substantial impact on
Grantee's ability to provide Cable Services in the City and were not caused and could not have
been avoided by Grantee, who used its best efforts in its operations to avoid such results.
If Grantee believes that a reason beyond its control has prevented or delayed its
compliance with the terms of this Franchise, Grantee shall provide documentation as reasonably
required by the City to substantiate Grantee's claim. If Grantee has not yet cured the deficiency,
Grantee shall also provide the City with its proposed plan for remediation, including the timing
for such cure.
SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS
5.1 Indemnification
(A)General Indemnification. Grantee shall indemnify, defend, and hold the City, its
officers, officials, boards, commissions, agents, and employees, harmless from any action or
claim for injury, damage, loss, liability, cost or expense, including court and appeal costs and
reasonable attorneys' fees or reasonable expenses, arising from any casualty or accident to
Person or property, including, without limitation, copynght infringement, defamation, and all
other damages in any way arising out of, or by reason of, any construction, excavation,
operation, maintenance, reconstruction, or any other act done under this Franchise, by or for
Grantee, its agents, or its employees, or by reason of any neglect or omission of Grantee.
Grantee shall consult and cooperate with the City while conducting its defense of the City.
Grantee shall not be obligated to indemnify the City to the extent of the City's negligence or
willful misconduct.
(B) Additional Circumstances. Grantee shall also indemnify, defend and hold the
City harmless for any claim for injury, damage, loss, liability, cost or expense, including court
and appeal costs and reasonable attorneys' fees or reasonable expenses in any way arising out of:
(1) The lawful actions of the City in granting this Franchise to the extent such
actions are consistent with this Franchise and Applicable Law.
(2) Damages arising out of any failure by Grantee to secure consents from the
owners, authorized distributors, or licensees/licensors of programs to be delivered by the
Cable System, whether or not any act or omission complained of is authorized, allowed,
or prohibited by this Franchise.
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(C) Procedures and Defense. If a claim or action arises, the City or any other
indemnified party shall promptly tender the defense of the claim to Grantee, which defense shall
be at Grantee's expense. The City may participate in the defense of a claim, but if Grantee
provides a defense at Grantee's expense then Grantee shall not be liable for any attorneys' fees,
e*p"nr"r, or other costs the City may incur if it chooses to participate in the defense of a claim,
unl"s. and until separate representation as described below in subsection 5.1(E) is required. In
that event, the provisions of subsection 5.1(E) shall govern Grantee's responsibility for City's
attorneys' fees, expenses, or other costs. In any event, Grantee may not agree to any settlement
of claims affecting the City without the City's approval.
(D) Non-waiver. The fact that Grantee carries out any activities under this Franchise
through independent contractors shall not constitute an avoidance of or defense to Grantee's duty
of defense and indemnification under this subsection.
(E) Expenses. If separate representation to fully protect the interests of both parties is
or becomes necessary, such as a conflict of interest between the City and the counsel selected by
Grantee to represent the City, Grantee shall pay, from the date such separate representation is
required forward, all reasonable expenses incurred by the City in defending itself with regard to
any action, suit, or proceeding subject to indemnification by Grantee. Provided, however, that in
the event that such separate representation is or becomes necessary, and the City desires to hire
counsel or any other outside experts or consultants and desires Grantee to pay those expenses,
then the City shall be required to obtain Grantee's consent to the engagement of such counsel,
experts, or consultants, such consent not to be unreasonably withheld. The City's expenses shall
include all reasonable out-of-pocket expenses, such as consultants' fees and court costs, and shall
also include the reasonable value of any services rendered by the City Attorney or hislher
assistants or any employees of the City or its agents, but shall not include outside attorneys' fees
for services that are unnecessarily duplicative of services provided to the City by Grantee, except
in the event of a conflict of interest where such duplication may be required.
5.2 Insurance
(A) Grantee shall maintain in full force and effect at its own cost and expense each of
the following policies of insurance:
(1) Commercial General Liability insurance with limits of no less than two
million dollars ($2,000,000) per occuffence and five million dollars ($5,000,000) general
aggtegate. Coverage shall be at least as broad as that provided by ISO CG 00 0l 1196 or
its equivalent and include severability of interests. Such insurance shall name the City,
its officers, officials and employees as additional insureds per ISO CG 2026 ot its
equivalent. There shall be a waiver of subrogation and rights of recovery against the
City, its officers, officials and employees. Coverage shall apply as to claims between
insureds on the policy, if applicable. Coverage may take the form of a primary layer and
a secondary or umbrellalayer,but the combination of layers must equal five million
dollars ($5,000,000) at a minimum.
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(2) Commercial Automobile Liability insurance with minimum combined
single limits of one million dollars ($1,000,000) each occuffence with respect to each of
Grantee's owned, hired and non-owned vehicles assigned to or used in the operation of
the Cable System in the City. The policy shall contain a severability of interest
provision.
(B) The insurance shall not be canceled or materially changed so as to be out of
compliance with these requirements without thirty (30) days' written notice first provided to the
City, via certified mail, and ten (10) days' notice for nonpayment of premium. If the insurance is
canceled or materially altered so as to be out of compliance with the requirements of this
subsection within the term of this Franchise, Grantee shall provide a replacement policy.
Grantee agrees to maintain continuous unintemrpted insurance coverage, in at least the amounts
required, for the duration of this Franchise and, in the case of the Commercial General Liability,
for at least one (1) year after expiration ofthis Franchise.
5.3 DeductiblesiCertificateoflnsurance
Any deductible of the policies shall not in any way limit Grantee's liability to the City.
(A) Endorsements.
(1) All policies shall contain, or shall be endorsed so that:
(a) The City, its officers, officials, boards, commissions, employees,
and agents are to be covered as, and have the rights of, additional
insureds with respect to liability arising out of activities performed
by, or on behalf of, Grantee under this Franchise or Applicable
Law, or in the construction, operation or repair, or ownership of
the Cable System;
(b) Grantee's insurance coverage shall be primary insurance with
respect to the City, its officers, officials, boards, commissions,
employees, and agents. Any insurance or self-insurance
maintained by the City, its officers, officials, boards, commissions,
employees, and agents shall be in excess of Grantee's insurance
and shall not contribute to iU and
(c) Grantee's insurance shall apply separately to each insured against
whom a claim is made or lawsuit is brought, except with respect to
the limits of the insurer's liability.
(B)of Insurers. The insurance obtained by Grantee shall be placed with
insurers with a Best's rating of no less than "A -" or better
(C) Verification of Coveraee. Grantee shall fumish the City with certificates of
insurance and endorsements or a copy of the page of the policy reflecting blanket additional
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insured status. The certificates and endorsements for each insurance policy are to be signed by a
Person authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements for each insurance policy are to be on standard forms or such forms as are
consistent with standard industry practices.
(D)Self-Insurance. In the alternative to providing a certificate of insurance to the
City certifying insurance coverage as required above, Grantee may provide self-insurance in the
same amount and level of protection for Grantee and the City, its officers, agents, and employees
as otherwise required under this Section. The adequacy of self-insurance shall be subject to the
periodic review and approval of the City.
5.4 Security
(A) Grantee shall provide a performance bond, in a form acceptable to the City, in the
amount of One Hundred Thousand dollars ($100,000) (the "Security'') to ensure the faithful
performance of its responsibilities under this Franchise and Applicable Law in accordance with
the procedures set forth in the performance bond. Grantee may be required to obtain additional
security, such as generally applicable construction bonds, in accordance with the City's
permitting requirements. Grantee shall pay all premiums or costs associated with maintaining
the Security, and shall keep the same in full force and effect at all times and shall immediately
replenish the bond upon foreclosure. Grantee shall not cancel the Security without obtaining an
alternative performance bond in conformance with this Franchise. If there is an uncured breach
by Grantee of a material provision of this Franchise or a claim by the City of a pattern of
repeated violations of any provision(s) of this Franchise by Grantee, then the City may require,
in addition to the bond described herein, and Grantee shall establish and provide within thirty
(30) days from receiving notice from the City, to the City as security for the faithful performance
by Grantee of all of the provisions of this Franchise, a letter of credit, under terms and conditions
and from a financial institution satisfactory to the City, in the amount of fifty thousand dollars
($s0,ooo).
(B) In the event that Grantee establishes a letter of credit pursuant to the procedures of
this Section, then the letter of credit shall be maintained at fifty thousand dollars ($50,000) until
the alleged uncured breach has been resolved.
(C) After completion of the procedures set forth in Section 13.1 or other applicable
provisions of this Franchise, the letter of credit may be drawn upon by the City for purposes
including, but not limited to, the following:
(l) Failure of Grantee to pay the City sums due under the terms of this
Franchise;
(2) Reimbursement of costs borne by the City to correct Franchise violations
not corrected by Grantee;
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(3) Monetary remedies or damages assessed against Grantee due to default or
breach of Franchise requirements; and,
(D) The City shall give Grantee written notice of any withdrawal under this
subsection upon such withdrawal. Within seven (7) days following receipt of such notice,
Grantee shall restore the letter of credit to the amount required under this Franchise.
(E) Grantee shall have the right to appeal to the Hearing Examiner for reimbursement
in the event Grantee believes that the letter of credit was drawn upon improperly. Grantee shall
also have the right ofjudicial appeal if Grantee believes the letter of credit has not been properly
drawn upon in accordance with this Franchise. Any funds the City erroneously or wrongfully
withdraws from the letter of credit shall be returned to Grantee with interest, from the date of
withdrawal at arate equal to the prime rate of interest as quoted in the Wall Street Journal.
SECTION 6. CUSTOMER SERVICE
6.1 Customer Service Standards
Grantee shall comply with the customer service standards of the FCC, as the same may
be amended from time to time. The City reserves its right to adopt customer service standards
under its police powers and if the City intends to exercise this right, it will enter into discussions
with Grantee.
6.2 Subscriber Privacy
Grantee shall fully comply with any provisions regarding the privacy rights of
Subscribers contained in federal or State law.
6.3 Subscriber Contracts
Grantee shall not enter into a contract with any Subscriber which is in any way
inconsistent with the terms of this Franchise, or any Exhibit hereto, or the requirements of any
applicable Customer Service Standard. Upon request, Grantee will provide to the City a sample
of the Subscriber contract or service agreement then in use.
6.4 Notice to the City
Grantee shall use reasonable efforts to furnish information provided to Subscribers or the
media in the normal course of business to the City.
6.5 Identification of Local Franchise Authority on Subscriber Bills
Within sixty (60) days after written request from the City, Grantee shall place the City's
phone number on its Subscriber bills, to identify where a Subscriber may call to address
escalated complaints.
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SECTION 7. REPORTS AND RECORDS
7.1 Open Records
(A) Grantee shall manage all of its operations in accordance with a policy of keeping
its documents and records open and accessible to the City. In addition to any other records that
may be provided for under any other section of this Franchise, and without limiting the
provisions of Section 10 of this Franchise, the City, including the City's Finance Director and
Public Works Director or their designees, shall have access to, and the right to inspect, any books
and records of Grantee, its parent corporations and Affiliates, which are reasonably related to the
administration or enforcement of the terms of this Franchise, or Grantee's use and location
within the City's Rights-of-Way. Records subject to this Section 7.1 include, without limitation,
FCC filings on behalf of Grantee, its parent corporations, or Affiliates which directly relate to the
operation of the Cable System in the City; SEC filings; listing of Cable Services, rates, and
Channel line-ups; Cable Services added or dropped; Channel changes; the net number of
Subscribers and the number of Subscribers added and terminated; all planned construction
activity; Right-of-Way route maps; beginning and ending plant miles; total homes passed for the
previous twelve (12) months; and any significant technological changes occurring in the Cable
System; federal and State reports; reports of Subscriber complaints in the City and how such
complaints are resolved.
(B) Grantee shall not deny the City access to any of Grantee's records on the basis
that Grantee's records are under the control of any parent corporation, Affiliate, or a third party.
The City may, in writing, request copies of any such records or books and Grantee shall provide
such copies within thirty (30) days of the transmittal of such request. One (1) copy of all reports
and records required under this or any other subsection shall be furnished to the City, at the sole
expense of Grantee. If the requested books and records are too voluminous, or for security
reasons cannot be copied or removed, then Grantee may require that the City or its designee
inspect them at Grantee's local offices. For pu{poses of clarity, any requirements to provide as-
built maps shall not be considered too voluminous or unable to be copied for security purposes
with respect to the provisions of this subsection (B). If any books or records of Grantee are not
kept in a local office and are not made available in copies to the City or its designee upon written
request as set forth above, and if the City determines that an examination of such records is
necessary or appropriate for the performance of any of the City's duties, administration or
enforcement of this Franchise, then all reasonable travel and related expenses incurred in making
such examination shall be paid by Grantee.
7.2 Confidentiality
To the extent that books and records related to the City's oversight and enforcement
authority are confidential, the information may be provided to the City or its duly authorized
agent(s) pursuant to a non-disclosure agreement whereby the City andlor its duly authorized
agent agrees not to make such information public, to the extent such nondisclosure complies with
the State Public Records Act, Chapter 42.56 of the Revised Code of Washington, and to the
extent Grantee makes the City or its duly authorized agent aware of such confidentiality.
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Grantee shall be responsible for clearly and conspicuously stamping the word "Confidential" on
each page that contains confidential or proprietary information, and shall provide a brief written
explanation as to why such information is confidential and exempt from public disclosure under
State law.
As a public agency, records and information provided to or otherwise used by the City
may be subject to a request submitted under the state Public Records Act. In such an event,
Grantee agrees to cooperate fully with the City in satisfying the City's duties and obligations
under the Public Records Act, subject to Grantee's rights under this Agreement and RCW
42.56.540. If a request is received for records Grantee has submitted to the City and has
identified as confidential, proprietary or protected trade secret material, the City will use its best
efforts to provide Grantee with notice of the request in accordance with RCW 42.56.540 and a
reasonable time (of no less than 10 days) within which Grantee may seek an injunction to
prohibit the City's disclosure of the requested record. The City is not required to assert on
Grantee's behalf any exemption based on trade secret, proprietary or confidential information,
provided, however, the City may assert such exemption if the City itself believes in good faith
that an exemption applies to the requested records. Grantee agrees to defend, indemnify and
hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all
claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out
of or in connection with the assertion of an exemption to disclosure under the Public Records Act
based upon records claimed or identified by Grantee as confidential, proprietary or protected
trade secret material. The provisions of this section shall survive the expiration or termination of
this Franchise Agreement.
SECTION 8. PROGRAMMING
8.1 Broad Programming Categories
Grantee shall provide or enable the provision of at least the following initial broad
categories of programming to the extent such categories are reasonably available:
(A) Educational programming;
(B) Washington news, weather and information;
(C) Sports;
(D) Generalentertainment(includingmovies);
(E) Children/family-oriented;
(F) Arts, culture, and performing arts;
(G) Foreign language;
(H) Science/documentary;
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(D National news, weather, and information; and,
Public, Educational, and Government Access, to the extent required by this(r)
Franchise.
8.2 Deletion or Reduction of Broad Programming Categories
(A) Grantee shall not delete or so limit as to effectively delete any broad category of
programming within its control without the prior written consent of the City.
(B) In the event of a modification proceeding under federal law, the mix and quality
of Cable Services provided by Grantee on the Effective Date of this Franchise shall be deemed
the mix and quality of Cable Services required under this Franchise throughout its term.
8.3 Obscenity
Grantee shall not transmit, or permit to be transmitted over any Channel subject to its
editorial control, any programming which is obscene under, or violates any provision of,
Applicable Law relating to obscenity, and which is not protected by the Constitution of the
United States. Grantee shall be deemed to have transmitted or permitted a transmission of
obscene progtamming only if a court of competent jurisdiction has found that any of Grantee's
officers or employees or agents have permitted programming that is obscene under, or violative
of, any provision of Applicable Law relating to obscenity, and is otherwise not protected by the
Constitution of the United States, to be transmitted over any Channel subject to Grantee's
editorial control. Grantee shall comply with all relevant provisions of federal law relating to
obscenity.
8.4 Parental Control Device
Upon request by any Subscriber, Grantee shall make available a parental control or
lockout device, traps, or filters to enable a Subscriber to control access to both the audio and
video portions of any or all Channels. Grantee shall inform its Subscribers of the availability of
the lockout device at the time of their initial subscription and periodically thereafter. Any device
offered shall be at arate, if any, in compliance with Applicable Law.
8.5 Continuity of Service Mandatory
(A) It shall be the right of all Subscribers to continue to receive Cable Service from
Grantee insofar as their financial and other obligations to Grantee are honored. Grantee shall act
so as to ensure that all Subscribers receive continuous, unintemrpted Cable Service regardless of
the circumstances. For the purposes of this subsection, oounintemrpted" does not include short-
term outages of the Cable System for maintenance or testing.
(B) In the event of a change of Grantee, or in the event a new Cable Operator acquires
the Cable System in accordance with this Franchise, Grantee shall cooperate with the City, new
franchisee or Cable Operator in maintaining continuity of Cable Service to all Subscribers.
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During any transition period, Grantee shall be entitled to the revenues for any period during
which it operates the Cable System, and shall be entitled to reasonable costs for its services when
it no longer operates the Cable System.
(C) In the event Grantee fails to operate the Cable System for four (4) consecutive
days without prior approval of the Chief Administrative Officer, or without just cause, the City
may, at its option, operate the Cable System itself or designate another Cable Operator to operate
the Cable System until such time as Grantee restores service under conditions acceptable to the
City or a pennanent Cable Operator is selected. If the City is required to fulfill this obligation
for Grantee, Grantee shall reimburse the City for all reasonable costs or damages that are the
result of Grantee's failure to perform.
8.6 Services for the Disabled
Grantee shall comply with the Americans with Disabilities Act and any amendments
thereto.
SECTION 9. ACCESS
9.I Designated Access Providers
(A) The City shall have the sole and exclusive responsibility for identifying the
Designated Access Providers, including itself, for Access purposes, to control and manage the
use of any or all Access Facilities provided by Grantee under this Franchise. As used in this
Section, such o'Access Facilities" include the Channels, services, facilities, equipment, technical
components and/or financial support provided under this Franchise, which are used or useable by
and for Public Access, Educational Access, and Government Access ("PEG" or "PEG Access").
(B) Grantee shall cooperate with the City in the City's efforts to provide Access
programming, but will not be responsible or liable for any damages resulting from a claim in
connection with the programming placed on the Access Channels by the Designated Access
Provider.
9.2 Channel Capacity and Use
(A) Grantee shall make available to the City two (2) Downstream Channels for PEG
use as provided for in this Section.
(B) Standard Definition ("SD") Digital Access Channels.
(l) Grantee shall provide one (1) Activated Downstream Channel for PEG
Access use in a standard definition ("SD") digital format in Grantee's Basic Service ("SD
Access Channel"). Grantee shall carry all components of the SD Access Channel Signals
provided by a Designated Access Provider including, but not limited to, closed
captioning, stereo audio, and other elements associated with the Programming. A
Designated Access Provider shall be responsible for providing the SD Access Channel
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Signal in an SD format to the demarcation point at the designated point of origination for
the SD Access Channel. At such time as the HD Access Channel described in subsection
(C) below is activated, the Designated Access Provider will provide only an HD Access
Channel Signal in an HD format. At that time, Grantee will broadcast the HD signal on
the HD Access Channel and also downconvert the HD signal for additional broadcast on
the SD Access Channel. Grantee shall transport and distribute the SD Access Channel
signal on its Cable System and shall not unreasonably discriminate against SD Access
Channels with respect to accessibility and functionality, and not unreasonably
discriminate as to the application of any applicable FCC Rules & Regulations, including
without limitation Subpart K Channel signal standards.
(2) With respect to signal quality, Grantee shall not be required to carry a SD
Access Channel in a higher quality format than that of the SD Access Channel signal
delivered to Grantee, but Grantee shall distribute the SD Access Channel signal without
degradation. Upon reasonable written request by a Designated Access Provider, Grantee
shall verify signal delivery to Subscribers with the Designated Access Provider,
consistent with the requirements of this subsection 9.2(B).
(3) Grantee shall be responsible for costs associated with the transmission of
SD Access signals on its side of the demarcation point, which for the purposes of this
subsection 9.2 (BX3), shall mean up to and including the modulator where the City signal
is converted into a format to be transmitted over a fiber connection to Grantee. The City
or Designated Access Provider shall be responsible for costs associated with SD Access
signal transmission on its side of the demarcation point.
(4) SD Access Channels may require Subscribers to buy or lease special
equipment, available to all Subscribers, and subscribe to those Tiers of Cable Service,
upon which SD Channels are made available. Grantee is not required to provide free SD
equipment to Subscribers, including complimentary government and educational
accounts, nor modify its equipment or pricing policies in any manner.
(C) High Definition ("HD") Digital Access Channels.
(1) After the Effective Date and within one hundred twenty (120) days'
written notice, Grantee shall activate one (1) HD Access Channel(s), for which the City
may provide Access Channel signals in HD format to the demarcation point at the
designated point of origination for the Access Channel.
(a) The City shall, in its written notice to Grantee as provided for in
this Section, confirm that it or its Designated Access Provider has
the capabilities to produce, has been producing and will produce
programming in an HD format for the newly activated HD Access
Channel; and,
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(b) There will be a minimum of five (5) hours per-day, five days per-
week of HD PEG programming available for the HD Access
Channel. For the purposes of this subsection, character-generated
programming (i.e., community bulletin boards) shall not satisfy, in
whole or in part, this programming requirement.
(2) The City shall be responsible for providing the HD Access Channel signal
in an HD digital format to the demarcation point at the designated point of origination for
the HD Access Channel. For purposes of this Franchise, an HD signal refers to a
television signal delivering picture resolution of either 720p or 1080i, or such other
resolution in this same range that Grantee utilizes for other similar non-sport, non-movie
programming channels on the Cable System, whichever is greater.
(3) Grantee shall transport and distribute the HD Access Channel signal on its
Cable System and shall not discriminate against the HD Access Channel with respect to
accessibility, functionality, and to the application of any applicable FCC Rules &
Regulations, including without limitation Subpart K Channel signal standards. With
respect to signal quality, Grantee shall not be required to carry the HD Access Channel in
a higher quality format than that of the HD Access Channel signal delivered to Grantee,
but Grantee shall distribute the HD Access Channel signal without degradation. Grantee
shall carry all components of the HD Access Channel signals provided by the Designated
Access Provider including, but not limited to, closed captioning, stereo audio and other
elements associated with the Programming. Upon reasonable written request by the City,
Grantee shall verify signal delivery to Subscribers with the City, consistent with the
requirements of this subsection 9.2(C).
(4) HD Access Channels may require Subscribers to buy or lease special
equipment, available to all Subscribers, and subscribe to those Tiers of Cable Service,
upon which the HD Channel is made available. Grantee is not required to provide free
HD equipment to Subscribers, including complimentary govemment and educational
accounts, nor modify its equipment or pricing policies in any manner.
(5) The City or any Designated Access Provider is responsible for acquiring
all equipment necessary to produce programming in HD.
(6) Grantee shall cooperate with the City to procure and provide, at City's
cost, all necessary transmission equipment from the Designated Access Provider channel
origination point, at Grantee's Headend and through Grantee's distribution system, in
order to deliver the HD Access Channel. The City shall be responsible for the costs of all
transmission equipment, including HD modulator and demodulator, encoder or decoder
equipment, and multiplex equipment, required in order for Grantee to receive and
distribute the HD Access Channel signal, or for the cost of any resulting upgrades to the
video return line. The City and Grantee agree that such expense of acquiring and
installing the transmission equipment or upgrades to the video return line qualifies as a
capital cost for PEG Facilities within the meaning of the Cable Act 47 U.S.C.A.
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Section 5a2G)Q0)(C), and therefore is an appropriate use of revenues derived from those
PEG capital fees provided for in this Franchise.
(D) Grantee shall simultaneously carry the one (l) initial HD Access Channel
provided for in subsection 9.2(C) in high definition format on the Cable System, in addition to
simultaneously carrying in standard definition format the SD Access Channels provided pursuant
to subsection 9.2(B).
(E) There shall be no restriction on Grantee's technology used to deploy and deliver
SD or HD signals so long as the requirements of the Franchise are otherwise met. Grantee may
implement HD carriage of the PEG Channel in any manner (including selection of compression,
utilization of IP, and other processing characteristics) that produces a signal quality for the
Subscriber that is reasonably comparable and functionally equivalent to similar commercial HD
Channels carried on the Cable System. In the event the City believes that Grantee fails to meet
this standard, the City will notify Grantee of such concern, and Grantee will respond to any
complaints in a timelymanner.
9.3 Access Channel Assignments
Grantee will use reasonable efforts to minimize the movement of SD and HD Access
Channel assignments. In addition, Grantee will make reasopable efforts to locate HD Access
Channels provided pursuant to Section 9.2(C) in a location on its HD Channel lineup that is
easily accessible to Subscribers.
9.4 Relocation of Access Channels
Grantee shall provide City a minimum of sixty (60) days' notice, and use its best efforts
to provide one hundred and twenty (120) days' notice, prior to the time PEG Access Channel
designations are changed.
9.5 Support for PEG Access and Network Costs
(A) During the term of this Franchise Agreement, Grantee shall provide the following
contribution on a per month per Residential Subscriber basis (the "PEG Contribution") to be
used solely for capital costs related to PEG Access, including the City's institutional network
connections, or as may be permitted by Applicable Law:
(1) Sixty (60) days after the Effective Date, and for a one (1) year period,
Grantee shall collect from Subscribers and remit to the City a PEG Contribution of forty
one cents ($0.+t; per Residential Subscriber per month'
(2) The PEG Contribution shall increase to fifty cents ($0.50) per Residential
Subscriber per month starting two (2) years after the Effective Date of this Franchise.
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(3) The PEG Contribution shall increase to sixty cents ($0.60) per Residential
Subscriber per month starting three (3) years after the Effective Date of this Franchise
through the tenth (10) year of this Franchise.
(4) For purposes of this Section only, the PEG Contribution fee shall not be
collected and remitted on the Cable Services received by Subscribers residing in Multiple
Dwelling Units billed on a bulk-billing basis or Subscribers receiving Cable Service on a
gratis or complimentary basis. Grantee shall make PEG Contribution payments
quarterly, following the effective date of this Franchise Agreement for the preceding
quarter ending March 31, June 30, September 30, and December 31. Each payment shall
be due and payable no later than thirty (30) days following the end of the quarter. The
City shall have sole discretion to allocate the expenditure of such payments for any
capital costs related to pEG Access. The parties agree that this Franchise shall provide
the City discretion to utilize the PEG Contribution for new internal network connections
and enhancements to the City's existing network.
(5) If the City exercises its option to terminate the Dark Fiber Agreement set
forth in Section l2.2pior to the expiration of its term, Comcast shall reduce the PEG Fee
to thirty cents ($0.30) per Residential Subscriber per month from the date of such
exercise through the remaining term of this Franchise.
9.6 Access Support Not Franchise Fees
Grantee agrees that capital support for Access costs arising from or relating to the
obligations set forth in this Section shall in no way modify or otherwise affect Grantee's
obligations to pay Franchise Fees to the City. Grantee agrees that although the sum of Franchise
Fees plus the payments set forth in this Section may total more than five percent (5%) of
Grantee's Gross Revenues in any l2-month period, the PEG Contribution shall not be offset or
otherwise credited in any way against any Franchise Fee payments under this Franchise
Agreement so long as such support is used for capital Access purposes consistent with this
Franchise and Applicable Law.
9.7 Access Channels on Basic Service or Lowest Priced HD Service Tier
All SD Access Channels under this Franchise Agreement shall be included by Grantee,
without limitation, as part of Basic Service. All HD Access Channels under this Franchise
Agreement shall be included by Grantee, without limitation, as part of the lowest priced Tier of
HD Cable Service upon which Grantee provides HD programming content.
9.8 Change in Technology
In the event Grantee makes any change in the Cable System and related equipment and
Facilities or in Grantee's signal delivery technology which directly or indirectly affects the signal
quality or transmission of Access services or programming, Grantee shall at its own expense take
,r"""rrury technical steps or provide necessary technical assistance, including the acquisition of
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all necessary equipment and full training of City's Access personnel to ensure that the
capabilities of Access services are not diminished or adversely affected by such change. If the
City implements a new video delivery technology that is currently offered and can be
accommodated on Grantee's local Cable System, then the same provisions above shall apply. If
the City implements a new video delivery technology that is not currently offered on and/or that
cannot be accommodated by Grantee's local Cable System, then the City shall be responsible for
acquiring all necessary equipment, facilities, technical assistance, and training to deliver the
signal to Grantee's Headend for distribution to Subscribers.
9.9 Technical Quality
Grantee shall maintain all Upstream and Downstream Access services and Channels on
its side of the demarcation point at the same level of technical quality and reliability required by
this Franchise Agreement and all other Applicable Laws, rules, and regulations for Residential
Subscriber Channels. Grantee shall provide routine maintenance for all transmission equipment
on its side of the demarcation point, including modulators, decoders, multiplex equipment, and
associated cable and equipment necessary to carry a quality signal to and from the City's
facilities for the Access Channels provided under this Franchise Agreement. Grantee shall also
provide, if requested in advance by the City, advice and technical expertise regarding the proper
operation and maintenance of transmission equipment on the City's side of the demarcation
point. The City shall be responsible for all initial and replacement costs of all HD modulator and
demodulator equipment. The City shall also be responsible, at its own expense, to replace any of
Grantee's equipment that is damaged by the gross negligence or intentional acts of City staff.
Grantee shall be responsible, at its own expense, to replace any of Grantee's equipment that is
damaged by the gross negligence or intentional acts of Grantee's staff. The City will be
responsible for the cost of repairing and/or replacing any HD PEG Access transmission
equipment that Grantee maintains that is used exclusively for transmission of the City's andlot
its Designated Access Providers' HD Access programming.
9.10 Return Lines/Access Origination
(A) Grantee shall continuously maintain the PEG/I-Not return lines previously
constructed to City Hall, Kent, throughout the term of the Franchise, in order to enable the
distribution of Access programming to Residential Subscribers on the Access Channels;
provided, however, that Grantee's maintenance obligations with respect to either of these
locations shall cease if a location is no longer used in the future by the City to originate Access
programming.
(B) Grantee shall construct and maintain new Fiber Optic return lines to the Headend
from production facilities of new or relocated Designated Access Providers delivering Access
programming to Residential Subscribers as requested in writing by the City. All actual
construction costs incurred by Grantee from the nearest interconnection point to the Designated
Access Provider shall be paid by the City or the Designated Access Provider. New return lines
shall be completed within one (1) year from the request of the City or its Designated Access
Provider, or as otherwise agreed to by the parties. If an emergency situation necessitates
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movement of production facilities to a new location, the parties shall work together to complete
the new return line as soon as reasonably possible.
SECTION 10. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION
10.1 Right to Construct
Subject to Applicable Law, regulations, rules, resolutions, and ordinances of the City and
the provisions of this Franchise, Grantee may perform all construction in the Riglrts-of-Way for
any facility needed for the maintenance or extension of Grantee's Cable System.
10.2 Right-of-WayMeetings
Grantee will regularly attend and participate in meetings of the City, of which Grantee is
made aware, regarding Right-of-Way issues that may impact the Cable System.
10.3 JointTrenching/BoringMeetings
Grantee will regularly attend and participate in planning meetings of the City of which
Grantee is made aware to anticipate joint trenching and boring. Whenever it is possible and
reasonably practicable to joint trench or share bores or cuts, Grantee shall work with other
providers, licensees, permittees, and franchisees in order to reduce as much as possible the
number of Right-of-Way cuts within the City.
lO.4 General Standard
A1l work authorized and required hereunder shall be done in a safe, thorough, and
workmanlike manner. All installations of equipment shall be permanent in nature, durable, and
installed in accordance with good engineering practices consistent with applicable permit
requirements.
10.5 Permits Required for Construction
Prior to doing any work in the Right-of Way or other public property, Grantee shall apply
for and obtain appropriate permits from the City. As part of the permitting process, the City may
impose such conditions and regulations as are necessary for the pufpose of protecting any
structures in such Rights-of-Way, proper restoration of such Rights-of-Way and structures, the
protection of the public, and the continuity of pedestrian or vehicular traffic. Such conditions
may also include the provision of a construction schedule and maps showing the location of the
facilities to be installed in the Right-of-Way. Grantee shall pay all applicable fees for the
requisite City permits received by Grantee.
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10.6 Emergency Permits
In the event that emergency repairs are necessary, Grantee shall immediately notify the
City of the need for such repairs. Grantee may initiate such emergency repairs and shall apply
for appropriate permits within forty-eight (48) hours after discovery of the emergency.
10.7 Compliance with Applicable Codes
(A) City Construction Codes. Grantee shall comply with all applicable State and City
construction codes, including without limitation the City of Kent Design and Construction
Standards; the State building codes adopted through the State Building Code Council and as
amended locally by the City, including without limitation the International Building Code, the
International Fire Code, and the Intemational Mechanical Code; the Electronic Industries
Association Standard for Physical Location and Protection of Below-Ground Fiber Optic Cable
Plant; and all applicable zoning codes and regulations.
(B) Tower Specifications. Antenna supporting structures (towers) shall be designed
for the proper loading as specified by the Electronics Industries Association (EIA), as those
specifications may be amended from time to time. Antenna supporting structures (towers) shall
be painted, lighted, erected, and maintained in accordance with all applicable rules and
regulations of the Federal Aviation Administration and all other applicable federal, State, and
local codes or regulations.
(c)Safety Codes. Grantee shall comply with all federal, State, and City safety
requirements, rules, regulations, laws, and practices, and employ all necessary devices as
required by Applicable Law during construction, operation, and repair of its Cable System. By
way of illustration and not limitation, Grantee shall comply with the National Electric Code,
National Electrical Safety Code, and Occupational Safety and Health Administration (OSHA)
Standards.
10.8 Minimallnterference
Work in the Right-of-Way, on other public property, near public property, or on or near
private property shall be done in a manner that causes the least interference with the rights and
reasonable convenience of property owners and residents. Grantee's Cable System shall be
constructed and maintained in such manner as not to interfere with sewers, water pipes, or any
other property of the City, or with any other pipes, wires, conduits, pedestals, structures, or other
facilities that may have been laid in the Rights-of-Way by or under the City's authority.
Grantee's Cable System shall be located, erected, and maintained so as not to endanger or
interfere with the lives of Persons, or to interfere with new improvements the City may deem
proper to make, or to unnecessarily hinder or obstruct the free use of the Rights-of-Way or other
public property, and shall not interfere with the travel and use of public places by the public
during the construction, repair, operation, or removal thereof, and shall not obstruct or impede
traffic. In the event of such interference, the City may require the removal or relocation of
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Grantee's lines, cables, equipment, and other appurtenances from the property in question at
Grantee's expense.
10.9 Preventlnjury/Safety
Grantee shall provide and use any equipment and facilities necessary to control and carry
Grantee's signals so as to prevent injury to the City's property or property belonging to any
Person. Grantee, at its own expense, shall repair, renew, change, and improve its facilities to
keep them in good repair, and safe and presentable condition. All excavations made by Grantee
in the Rights-of-Way shall be properly safeguarded for the prevention of accidents by the
placement of adequate barriers, fences or boarding, the bounds of which during periods of dusk
and darkness shall be clearly designated by warning lights. Further, any street cuts made and
repaired shall be performed in accordance with all City construction codes.
10.10 Hazardous Substances
(A) Grantee shall comply with any and all Applicable Laws, statutes, regulations and
orders concerning hazardous substances relating to Grantee's Cable System in the Rights-of-
way.
(B) Upon reasonable notice to Grantee, the City may inspect Grantee's facilities in the
Rights-of-Way to determine if any release of hazardous substances has occurred or may occur
from or related to Grantee's Cable System. In removing or modifying Grantee's facilities as
provided in this Franchise, Grantee shall also remove all residue of hazardous substances related
thereto.
(C) The provisions of Section 5.1 shall apply to any claims against the City arising
out of a release of hazardous substances caused by Grantee's Cable System.
10.1 I Locates
Prior to doing any work in the Right-of-Way, Grantee shall give appropriate notices to
the City and to the notification association established in Ch.19.122 RCW, as amended.
Within forty-eight (48) hours after any City employee, contractor, franchisee, licensee, or
permittee notifies Grantee of a proposed Right-of-Way excavation or the need for a design
locate, Grantee shall, at Grantee's expense:
(A) Mark on the surface all of its located underground facilities within the area of the
proposed excavation or design;
(B) Notify the excavator of any unlocated underground facilities in the area of the
proposed excavation or design; or
(C) Notify the excavator that Grantee does not have any underground facilities in the
vicinity of the proposed excavation or design.
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10.12 Notice to Private Property Owners
Except in the case of an emergency involving public safety or service intemrption to a
large number of customers, Grantee shall give reasonable advance notice to private property
owners or legal tenants of work on or adjacent to private property prior to entering upon private
premises.
Nothing herein shall be construed as authorizing access or entry to private property or
any other property where such right to access or entry is not otherwise provided by law.
10.13 Underground Construction and Use of Poles
(A) When required by general ordinances, resolutions, regulations, or rules of the City
or applicable State or federal law, Grantee's Cable System shall be placed underground at
Grantee's expense, unless funding is generally available for such relocation to all users of the
Rights-of-Way. Placing facilities underground does not preclude the use of ground-mounted
appurtenances.
(B) Where electric, telephone, and other above-ground utilities are installed
underground at the time of Cable System construction, or when all such wiring is subsequently
placed underground, all Cable System lines shall also be placed underground with other wireline
service at no expense to the City. Related Cable System equipment, such as pedestals, must be
placed in accordance with the City's applicable code requirements and rules. In areas where
either electric or telephone utility wiring is aerial, Grantee may install aerial cable, except when a
property owner or resident requests underground installation and agrees to bear the additional
cost in excess of aerial installation.
(C) Grantee shall utilize existing poles and conduit wherever possible.
(D) In the event Grantee cannot obtain the necessary poles and related facilities
pursuant to a pole attachment agreement, and only in such event, then it shall be lawful for
Grantee to make all needed excavations in the Rights-of-Way for the purpose of placing,
erecting, layng, maintaining, repairing, and removing poles, supports for wires and conductors,
and any other facility needed for the maintenance or extension of Grantee's Cable System. All
poles of Grantee shall be located as designated by the proper City authorities.
(E) This Franchise does not grant, give, or convey to Grantee the right or privilege to
install its facilities in any manner on specific utility poles or equipment of the City or any other
Person.
(F) Grantee and the City recognizethat situations may occur in the future where the
City may desire to place its own cable or conduit for Fiber Optic cable in trenches or bores
opened by Grantee. Grantee agrees to cooperate with the City in any construction by Grantee
that involves trenching or boring, provided that the City has first notified Grantee in some
manner that it is interested in sharing the trenches or bores in the area where Grantee's
construction is occurring and the City enters into a contract with Grantee consistent with RCW
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80.36.150, this Franchise and the Municipal Code. Grantee shall allow the City to lay its cable,
conduit, and Fiber Optic cable in Grantee's trenches and bores, provided there is reasonable
space available and the City shares in the cost of the trenching and boring on the same terms and
conditions as Grantee, or otherwise in accordance with Applicable Law. The City shall be
responsible for maintaining its respective cable, conduit, and Fiber Optic cable buried in
Grantee's trenches and bores under this subsection. Any conduit, cable or Fiber Optic Cable
installed pursuant to this subsection shall not be used for the purpose of competing with Grantee
in the provision of Cable Services.
10.14 Undergrounding of Multiple Dwelling Unit Drops
In cases of single site Multiple Dwelling Units, Grantee shall minimizethe number of
individual aeial drop cables by installing multiple drop cables underground between the pole
and Multiple Dwelling Units where determined to be technologically feasible in agreement with
the owner andlor owner's association of the Multiple Dwelling Units.
10.15 Burial Standards
(A) Depths. Unless otherwise required by law, Grantee and its contractors shall
comply with the following burial depth standards. In no event shall Grantee be required to bury
its cable deeper than electric or gas facilities or existing telephone facilities in the same portion
of the Right-of-Way, so long as those facilities have been buried in accordance with Applicable
Law:
(1) Underground cable drops from the curb shall be buried at a minimum
depth of twelve (12) inches unless a sprinkler system or other construction concerns
preclude it, in which case underground cable drops shall be buried at a depth of at least
six (6) inches.
(2)
(3)
(4)
inches.
Feeder lines shall be buried at a minimum depth of eighteen (18) inches.
Trunk lines shall be buried at a minimum depth of thirty-six (36) inches.
Fiber Optic cable shall be buried at a minimum depth of thirty-six (36)
In the event of a conflict between this subsection and any generally applicable
construction code standard, the generally applicable construction code standard shall control.
(B) Timeliness. Cable drops installed by Grantee to residences shall be buried
according to these standards within one (1) calendar week of initial installation, or at a time
mutually-agreed upon between Grantee and the Subscriber. When freezing surface conditions
prevent Grantee from achieving such timetable, Grantee shall apprise the Subscriber of the
circumstances and the revised schedule for burial, and shall provide the Subscriber with
Grantee's telephone number and instructions as to how and when to call Grantee to request
burial of the line if the revised schedule is not met.
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10.16 Cable Drop Bonding
Grantee shall ensure that all cable drops are properly bonded at the home, consistent with
applicable code requirements.
10.17 Prewiring
Any ordinance or resolution of the City that requires prewiring of subdivisions or other
developments for electrical and telephone service shall be construed to include wiring for Cable
Systems.
10.18 Repair and Restoration of Property
(A) Grantee shall protect public and private property from damage. If damage occurs,
Grantee shall promptly notify the property owner within twenty-four (24) hours in writing.
(B) Whenever Grantee disturbs or damages any Right-of-Way, other public property
or any private property, Grantee shall promptly restore the Right-of-Way or property to at least
its prior condition, normal wear and tear excepted, at its own expense.
(C) Riehts-of-Way and Other Public Property. Grantee shall warrant any restoration
work performed by or for Grantee in the Right-of-Way or on other public property in accordance
with Applicable Law. If restoration is not satisfactorily performed by Grantee within a
reasonable time, the City may, after prior notice to Grantee, or without notice where the
disturbance or damage may create a risk to public health or safety, cause the repairs to be made
and recover the cost of those repairs from Grantee. Within thirty (30) days of receipt of an
itemized list of those costs, including the costs of labor, materials, and equipment, Grantee shall
pay the City.
(D) Private Property. Upon completion of the work which caused any disturbance or
damage, Grantee shall promptly commence restoration of private property and will use best
efforts to complete the restoration within seventy-two (72) hours, considering the nature of the
work that must be performed.
10.19 Acquisition of Facilities
Upon Grantee's acquisition of Cable System-related facilities in any City Righfof-Way,
or upon the addition to the City of any area in which Grantee owns or operates any such facility,
Grantee shall, at the City's request, submit to the City a statement describing all such facilities
involved, whether authorized by franchise, permit, license or other prior right, and specifying the
location of all such facilities to the extent Grantee has possession of such information. Such
Cable System-related facilities shall immediately be subject to the terms of this Franchise.
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10.20 Discontinuing Use/Abandonment of Cable System Facilities
Whenever Grantee intends to discontinue using any facility within the Rights-of-Way,
Grantee shall submit for the City's approval a complete description of the facility and the date on
which Grantee intends to discontinue using the facility. Grantee may remove the facility or
request that the City permit it to remain in place. Notwithstanding Grantee's request that any
such facility remain in place, the City may require Grantee to remove the facility from the Right-
of-Way or modify the facility to protect the public health, welfare, safety and convenience, or
otherwise serve the public interest at no cost to the City. The City may require Grantee to
perform a combination of modification and removal of the facility. Grantee shall complete such
removal or modification in accordance with a schedule set by the City. Until such time as
Grantee removes or modifies the facility as directed by the City, or until the rights to and
responsibility for the facility are accepted by another Person having authority to construct and
maintain such facility, Grantee shall be responsible for all necessary repairs and relocations of
the facility, as well as maintenance of the Right-of-Way, inthe same manner and degree as if the
facility were in active use, and Grantee shall retain all liability for such facility. If Grantee
abandons its facilities, the City may choose to use such facilities for any purpose whatsoever,
including but not limited to Access purposes.
I0.2I Survey, Locates and Movement of Cable System Facilities for City Purposes
(A) Within thirty (30) days of the City's request, Grantee shall submit as-built plans
verified by a professional engineer as to exact location of Grantee's facilities, or other
information as the City may request that identifies the exact location of Grantee's facilities,
within the boundaries of the area requested by the City. Grantee shall determine and advise the
City of the exact location of Grantee's facilities without cost to the City, its contractors, or any
authorized agents.
(B) The City shall have the right to require Grantee to, at the City's request, locate
(which may include potholing) and survey Grantee's facilities and equipment, relocate, remove,
replace, modify or disconnect Grantee's facilities and equipment located in the Rights-of-Way or
on any other property of the City for public pu{poses, in the event of an emergency; or when the
public health, safetS or welfare requires such change. For example, without limitation, this
movement of or the request to locate Grantee's facilities may be needed by reason of traffic
conditions, public safety, Right-of-Way vacation, Right-of-Way construction, change or
establishment of Right-of-Way grade, installation of sewers, drains, gas or water pipes, or any
other types of structures or improvements by the City for public purposes. Such work shall be
performed at Grantee's expense. Except when a shorter time is necessitated due to an
emergency, Grantee shall, within forty-five (45) days' written notice by the City, or such longer
period as the City may specify, complete all work to temporarily or permanently relocate,
remove, replace, modify, or disconnect any of its facilities and equipment located in the Rights-
of-Way or on any other property of the City. In the event of any capital improvement project
exceeding five hundred thousand dollars( $500,000) in expenditures by the City, which requires
the removal, replacement, modification, or disconnection of Grantee's facilities or equipment,
the City shall provide at least sixty (60) days' written notice to Grantee. Following notice by the
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City, if all users of the Right-of-Way relocate aeial facilities underground as part of an
undergrounding project, Grantee shall participate in the planning for relocation of its aerial
facilities contemporaneously with other utilities. If the City requires Grantee to relocate its
facilities located within the Rights-of-Way, the City will work collaboratively with Grantee to
identify available alternate locations within the Rights-of-Way for Grantee to relocate its
facilities at Grantee's cost.
If Grantee fails to complete this work within the time prescribed above and to the City's
satisfaction, the City may cause such work to be done and bill the cost of the work to Grantee,
including all costs and expenses incurred by the City due to Grantee's delay. In such event, the
City shall not be liable for any damage to any portion of Grantee's Cable System. Within thirty
(30) days of receipt of an itemized list of those costs, Grantee shall pay the City. In any event, if
Grantee fails to timely relocate, remove, replace, modify or disconnect Grantee's facilities and
equipment, and that delay results in any delay damage accrued by or against the City, Grantee
will be liable for all documented costs of construction delays attributable to Grantee's failure to
timely act. Grantee reserves the right to challenge any determination by the City of costs for
construction delays related to an alleged failure to act in accordance with this subsection 10.21.
10.22 Reimbursement of Grantee Costs
Grantee specifically reserves any rights it may have under Applicable Law for
reimbursement of costs related to undergrounding or relocation of the Cable System, and nothing
herein shall be construed as a waiver of such rights.
10.23 Movement of Cable System Facilities for Other Franchise llolders
If any removal, replacement, modification, or disconnection of the Cable System is
required to accommodate the construction, operation, or repair of the facilities or equipment of
another City franchise holder, Grantee shall, after at least thirty (30) days' advance written
notice, take action to effect the necessary changes requested by the responsible entity. Grantee
may require that the costs associated with the removal or relocation be paid by the benefited
party.
10.24 Temporary Changes for Other Permittees
At the request of any Person holding avalid permit and upon reasonable advance notice,
Grantee shall temporarily raise, lower, or remove its wires as necessary to permit the moving of a
building, vehicle, equipment, or other item. The expense of such temporary changes must be
paid by the permit holder, and Grantee may require a reasonable deposit of the estimated
payment in advance.
10.25 Reservation of City Use of Right-of-Way
Nothing in this Franchise shall prevent the City or public utilities owned, maintained, or
operated by public entities other than the City from constructing sewers, grading, paving,
repairing or altering any Right-of-Way, laying down, repairing, or removing water mains or
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constructing or establishing any other public work or improvement. All such work shall be done,
insofar as practicable, so as not to obstruct, injure, or prevent the use and operation of Grantee's
Cable System.
10.26 Tree Trimming
Grantee may prune or cause to be pruned, using proper pruning practices, any tree in the
City's Rights-of-Way which interferes with Grantee's Cable System. Grantee shall comply with
any general ordinance or regulations of the City regarding tree trimming. Except in emergencies,
Grantee may not prune trees at a point below thirty (30) feet above sidewalk grade until one (1)
week's written notice has been given to the owner or occupant of the premises abutting the
Right-of-Way in or over which the tree is growing. The owner or occupant of the abutting
premises may prune such tree at his or her own expense during this one (1) week period. If the
owner or occupant fails to do so, Grantee may prune such tree at its own expense. For purposes
of this subsection, emergencies exist when it is necessary to prune to protect the public or
Grantee's facilities from imminent danger only.
10.27 Inspection of Construction and Facilities
The City may inspect any of Grantee's facilities, equipment, or construction at any time
upon at least twenty-four (24) hours' notice or, in case of emergency, upon demand without prior
notice. The City shall have the right to charge generally applicable inspection fees therefore. If
an unsafe condition is found to exist, the City, in addition to taking any other action permitted
under Applicable Law,may order Grantee, in writing, to make the necessary repairs and
alterations specified therein forthwith to correct the unsafe condition by a time the City
establishes. The City has the right to correct, inspect, administer and repair the unsafe condition
if Grantee fails to do so and to charge Grantee for its costs.
10.28 Stop Work
(A) On notice from the City that any work is being performed contrary to the
provisions of this Franchise, or in an unsafe or dangerous manner as determined by the City, or
in violation of the terms of any applicable permit, laws, regulations, ordinances, or standards, the
work may immediately be stopped by the City.
(B) The stop work order shall
(1) Be in writing;
(2) Be given to the Person doing the work, or posted on the work site;
(3) Be sent to Grantee by overnight delivery at the address given herein;
(4) Indicate the nature of the alleged violation or unsafe condition; and
(5) Establish conditions under which work may be resumed.
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Grantee shall be liable for all costs incurred by the City and associated with Grantee's
violation and the City's issuance of the stop work order. Grantee reserves the right to challenge
any City determination of Grantee's obligations under this Section.
10.29 Work of Contractors and Subcontractors
Grantee's contractors and subcontractors shall be licensed and bonded in accordance with
the City's ordinances, regulations, and requirements. Work by contractors and subcontractors is
subject to the same restrictions, limitations, and conditions as if the work were performed by
Grantee. Grantee shall be responsible for all work performed by its contractors, subcontractors,
and others performing work on its behalf as if the work were performed by it, and shall ensure
that all such work is performed in compliance with this Franchise and other Applicable Law, and
shall be jointly and severally liable for all damages and correcting all damage caused by them. It
is Grantee's responsibility to ensure that contractors, subcontractors, or other Persons performing
work on Grantee's behalf are familiar with the requirements of this Franchise and other
Applicable Law governing the work performed by them.
SECTION 11. CABLE SYSTEM, TECHNICAL STANDARDS AND TESTING
1 1.1 Subscriber Network
(A) Prior to the Effective Date of this Franchise, the parties acknowledge that Grantee
undertook a voluntary upgrade of its Cable System to a hybrid fiber coaxial (HFC) fiber-to-the-
node system architecture, with Fiber Optic cable deployed from its Headend to nodes and tying
into a coaxial system serving Subscribers. The Cable System is capable of delivering high
quality signals that meet or exceed FCC technical quality standards regardless of any particular
manner in which the signal is transmitted.
(B) Equipment must be installed so that all closed captioning programming received
by the Cable System shall include the closed caption signal so long as the closed caption signal is
provided consistent with FCC standards. Equipment must be installed so that all local signals
received in stereo or with secondary audio tracks (broadcast and Access) are retransmitted in
those same formats.
(C) A11 construction shall be subject to the City's permitting process.
(D) Grantee and the City shall meet, at the City's request, to discuss the progress of
the design plan and construction.
(E) Grantee will take prompt corrective action if it finds that any facilities or
equipment on the Cable System are not operating as expected, or if it finds that facilities and
equipment do not comply with the requirements of this Franchise or Applicable Law.
(F) Grantee's construction decisions shall be based solely upon legitimate
engineering decisions and shall not take into consideration the income level of any particular
community within the Franchise Area.
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ll.2 Standby Power
Grantee's Cable System Headend shall be capable of providing at least twelve (12) hours
of emergency operation. In addition, throughout the term of this Franchise, Grantee shall have a
plan in place, along with all resources necessary for implementing such plan, for dealing with
outages of more than four (4) hours. This outage plan and evidence of requisite implementation
resources shall be presented to the City no later than thirty (30) days following receipt of a
request.
11.3 Emergency Alert Capability
Grantee shall provide an operating Emergency Alert System ("EAS") throughout the
term of this Franchise in compliance with FCC standards. Grantee shall test the EAS as required
by the FCC. Upon request, the City shall be permitted to participate in andlor witness the EAS
testing up to twice ayear on a schedule formed in consultation with Grantee. If the test indicates
that the neS ir not performing properly, Grantee shall make any necessary adjustment to the
EAS, and the EAS shall be retested.
ll.4 TechnicalPerformance
The technical performance of the Cable System shall meet or exceed all applicable
federal (including but not limited to the FCC), State and local technical standards, as they may be
amended from time to time, regardless of the transmission technology utilized. The City shall
have the full authority permitted by Applicable Law to enforce compliance with these technical
standards.
11.5 Cable System Performance Testing
(A) Grantee shall provide to the Crty a copy of its current written process for
resolving complaints about the quality of the video programming services signals delivered to
Subscriber and shall provide the City with any amendments or modifications to the process at
such time as they are made.
(B) Grantee shall, at Grantee's expense, maintain all aggregate data of Subscriber
complaints related to the quality of the video programming service signals delivered by Grantee
in the City for a period of at least one (1) year, and individual Subscriber complaints from the
City for a period of at least three (3) years, and make such information available to the City at
Grantee's office upon reasonable request.
(C) Grantee shall maintain written records of all results of its Cable System tests
performed by or for Grantee. Copies of such test results will be provided to the City upon
reasonable request.
(D) Grantee shall perform any tests required by the FCC.
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1 1.6 Additional Tests
Where there exists other evidence which in the judgment of the City casts doubt upon the
reliability or technical quality of Cable Service, the City shall have the right and authority to
require Grantee to test, analyze and report on the performance of the Cable System. Grantee
shall fully cooperate with the City in performing such testing and shall prepare the results and a
report, if requested, within thirty (30) days after testing. Such report shall include the following
information:
(A) the nature of the complaint or problem which precipitated the special tests;
(B) the Cable System component tested;
(C) the equipment used and procedures employed in testing;
(D) the method, if any, in which such complaint or problem was resolved; and
(E) any other information pertinent to said tests and analysis which may be required.
SECTION 12. SERVICE AVAILABILITY, INTERCONNECTIONAND SERVICE
TO SCHOOLS AND PUBLIC BUILDINGS
l2.l ServiceAvailability
(A) In General. Except as otherwise provided herein, Grantee shall provide Cable
Service within seven (7) days of a request by any Person within the City. For purposes of this
Section, a request shall be deemed made on the date of signing a service agreement, receipt of
funds by Grantee, receipt of a written request by Grantee or receipt by Grantee of a verified
verbal request. Except as otherwise provided herein, Grantee shall provide such service:
(1) With no line extension charge except as specifically authorized elsewhere
in this Franchise Agreement.
(2) At a non-discriminatory installation charge for a standard installation,
consistent with Section 4.3 above consisting of a one hundred twenty five (125) foot drop
from Grantee's existing cable plant and connecting to an inside wall for Residential
Subscribers, with additional charges for non-standard installations computed according to
a non- discriminatory methodology for such installations;
(3) At non-discriminatory monthly rates for Residential Subscribers consistent
with Section 4.3 above.
(B)Customer Charses for Extension of Service. In lieu of the requirements in the
Municipal Code, Grantee agrees to extend its Cable System to all persons living in areas with a
residential density of thirty-five (35) homes per mile of Cable System plant. If the residential
density is less than thirty-five (35) homes per 5,280 cable-bearing strand feet of trunk or
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distribution cable, service may be made available on the basis of a capital contribution in aid of
construction, including cost of material, labor and easements. For purposes of determining the
amount of capital contribution in aid of construction to be borne by Grantee and potential
customers in the area where service may be expanded, Grantee's non-discriminatory policy
currently provides that Grantee will contribute a per-home credit for each home passed in any
construction required to reach the home of the requesting potential customer, and such customer
will be responsible for all remaining costs. The credit will be equal to the construction and other
costs to provide service to thirty-five (35) homes per mile, allocated on a per-home basis (the
"Home Credit"). For example, if a potential customer requests service at a home where
construction to that home passes a total of five (5) other homes, the potential requesting customer
will receive six (6) Home Credits and will be responsible for the remaining costs to extend
service to such customer's home. Grantee will prepare and provide a written estimate of the
extension costs, which shall indicate the portion of costs attributable to both Grantee and the
potential requesting customer. A copy of this written estimate shall be provided to the City upon
request. In the event that Grantee makes changes to its line extension policies, such changes will
be applied on a non-discriminatory basis to potential customers and Subscribers within the
Franchise Area.
(c)Service to Newly Annexed Areas. Grantee shall have the right but not the
obligation to extend the Cable System into any area annexed after the Effective Date of this
Agreement which is not contiguous or is partially contiguous to the present Franchise Area of the
City or to any areathat is technically infeasible. Nothing herein shall require Grantee to expand
its Cable System to serve or to offer service to any area annexed by the City if such area is then
served by another Cable Operator.
12.2 Institutional Network and Connection of Public Facilities
(A) Grantee previously provided institutional fiber network (I-Net) services pursuant
to an Institutional Network Maintenance Agreement between Comcast of WA IV, Inc., and the
City of Kent, dated May 4,2004 ("I-Net Agreement"). Grantee and the City agree to terminate
the current I-Net Agreement as of the Effective Date of this Franchise. In satisfaction of the
City's request for institutional network capacity pursuant to 47 U.S.C $531(b), the City will enter
into a Dark Fiber Lease Agreement with Comcast Business Communications, LLC, an Affiliate
of Grantee ("Dark Fiber Agreement."). As the Dark Fiber Agreement is a commerical
alrangement between Comcast Business Communications, LLC and the City, the value of the
fiber lease pursuant to such agreement shall not be part of the Franchise Fee or subject to offset
from the Franchise Fee. Except as expressly provided herein, the terms and conditions of the
Dark Fiber Agreement will govern and supersede any inconsistent terms set forth in this
Franchise. A list of those public buildings included within the scope of the Dark Fiber
Agreement is attached and incorporated as Exhibit A. The term of the Dark Fiber Agreement
shall run coterminous with the term of this Franchise.
(B) Grantee shall at no additional cost to the City provide one (1) outlet of Basic
Service and Digital Starter Service to all existing locations identified on Exhibit B and to City
owned and occupied buildings, schools, fire stations, and public libraries, but excluding any City
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owned jails, located in areas where Grantee provides Cable Service, so long as these facilities are
already served or the interconnection point on these facilities is located within one hundred
twenty five (125) feet of the distribution point on the Cable System from which Cable Service
can be provided to these facilities. For purposes of this subsection, "school" means all State-
accredited K-12 public and private schools. Such obligation to provide free Cable Service shall
not extend to areas of City buildings where Grantee would normally enter into a commercial
contract to provide such Cable Service (e.g., golf courses, airport restaurants and concourses, and
recreation center workout facilities), and such Cable Service shall not be located in public
waiting areas or used to entertain the public, nor shall they be used in away that violates
copynght laws or cariage license agreements. Outlets of Basic and Digital Starter Service
provided in accordance with this subsection may be used to distribute Cable Services throughout
such buildings; provided such distribution can be accomplished without causing Cable System
disruption and general technical standards are maintained. Such outlets may only be used for
lawful purposes. The Cable Service provided shall not be distributed beyond the originally
installed outlets without authoization from Grantee, which shall not be unreasonably withheld.
(C) The City acknowledges that the provision of one (1) outlet of Basic Service and
Digital Starter Service to all City owned and occupied buildings that are not schools and public
libraries reflects a voluntary initiative on the part of Grantee. Grantee does not waive any rights
it may have regarding complimentary services under federal law or regulation, including without
limitation the ability to claim that the provision of complimentary Cable Service as provided in
subsection (B) is exempt from Section 3.11 of this Franchise Agreement. Subject to Applicable
Law, should Grantee elect to offset governmental complimentary services against Franchise
Fees, Grantee shall first provide the City with ninety (90) days' prior written notice. The City
likewise reserves all rights it has under Applicable Law.
SECTION 13. FRANCHISE VIOLATIONS
13.1 Procedure for Remedying Franchise Violations
(A) If the City reasonably believes that Grantee has failed to perform any obligation .
under this Franchise or has failed to perform in a timely manner, the City shall notify Grantee in
writing, stating with reasonable specificity the nature of the alleged default. Grantee shall have
thirty (30) days from the receipt of such notice to:
(1) respond to the City, contesting the City's assertion that a default has
occurred, and requesting a meeting in accordance with subsection (B), below;
(2) cure the default; or
(3) notify the City that Grantee cannot cure the default within the thirty (30)
days because of the nature of the default. In the event the default cannot be cured within
thirty (30) days, Grantee shall promptly take all reasonable steps to cure the default and
notify the City in writing and in detail as to the exact steps that will be taken and the
projected completion date. In such case, the City may set a meeting in accordance with
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subsection (B) below to determine whether additional time beyond the thirty (30) days
specified above is indeed needed, and whether Grantee's proposed completion schedule
and steps are reasonable.
(B) If Grantee does not cure the alleged default within the cure period stated above or
by the projected completion date under subsection (AX3), or denies the default and requests a
meeting in accordance with subsection (AXl), or the City orders a meeting in accordance with
subsection (A)(3), the City shall set a meeting to investigate said issues or the existence of the
alleged default. The City shall notify Grantee of the meeting in writing, and such meeting shall
take place no less than thirty (30) days after Grantee's receipt of notice of the meeting. At the
meeting, Grantee shall be provided an opportunity to be heard and to present evidence in its
defense.
(C) If after the meeting the City determines that a default exists, the City shall order
Grantee to correct or remedy the default or breach within fifteen (15) days or within such other
reasonable timeframe as the City shall determine. In the event Grantee does not cure within such
time to the City's reasonable satisfaction, the City may:
(1) Withdraw an amount from the Security as monetary damages;
(2) Recommend the revocation of this Franchise pursuant to the procedures in
subsection 13.2; or,
(3) Pursue any other legal or equitable remedy available under this Franchise
or any Applicable Law.
(D) The determination as to whether a violation of this Franchise has occurred shall
be within the discretion of the City, provided that any such final determination may be subject to
appeal to a court of competent jurisdiction under Applicable Law'
13.2 Revocation
(A) In addition to revocation in accordance with other provisions of this Franchise,
the City may revoke this Franchise and rescind all rights and privileges associated with this
Franchise in the following circumstances, each of which represents a material breach of this
Franchise:
(1) If Grantee fails to perform any material obligation under this Franchise or
under any other agreement, ordinance, or document regarding the City and Grantee;
(2) If Grantee willfully fails for more than forty-eight (48) hours to provide
continuous and unintemrpted Cable Service,'
(3) If Grantee attempts to evade any material provision of this Franchise or to
practice any fraud or deceit upon the City or Subscribers;
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(4) If Grantee becomes insolvent or if there is an assignment for the benefit of
Grantee's creditors; or
(5) If Grantee makes a material misrepresentation of fact in the application for
or negotiation of this Franchise.
(B) Following the procedures set forth in subsection 13.1 and prior to forfeiture or
termination of the Franchise, the City shall give written notice to Grantee of its intent to revoke
the Franchise and set a date for a revocation proceeding. The notice shall set forth the exact
nature of the noncompliance.
(C) Any proceeding under the subsection above shall be conducted by the City's
Hearing Examiner and open to the public. Grantee shall be afforded at least forty-five (45) days'
prior written notice of such proceeding. The Hearing Examiner will conduct the proceeding as
provided for in this section, and the Hearing Examiner will make a recommendation to the City
Council concerning revocation of Grantee's Franchise.
(1) At such proceeding, Grantee shall be provided a fair opportunity for fuIl
participation including the right to be represented by legal counsel, to introduce evidence,
and to question witnesses. A complete verbatim record and transcript shall be made of
such proceeding, and the cost shall be shared equally between the parties. The City
Council shall hear any Persons interested in the revocation and shall allow Grantee, in
particular, an opportunity to state its position on the matter.
(2) Within forty-five (45) days after the hearing, the Hearing Examiner shall
make its recommendation to the City Council concerning revocation. Within fony-five
(45) days of receiving the Hearing Examiner's recommendation, the City Council shall
determine whether to revoke the Franchise and declare that the Franchise is revoked and
the letter of credit forfeited. If the City determines that the Franchise is to be revoked,
the City shall set forth the reasons for such a decision and shall transmit a copy of the
decision to Grantee. The City's decision may provide one final opportunity for Grantee
to avoid revocation by a stated date if the breach at issue is capable of being cured and
Grantee takes appropriate remedial action within the time and in the manner and on the
terms and conditions that the City Council determines are reasonable and appropriate
under the circumstances. Grantee shall be bound by the City's decision to revoke the
Franchise unless it appeals the decision to a court of competent jurisdiction within fifteen
(15) days of the date of the decision.
(3) Grantee shall be entitled to such relief as the Court may deem appropriate.
(4) The City Council may at its sole discretion take any lawful action that it
deems appropriate to enforce the City's rights under the Franchise in lieu of revocation of
the Franchise.
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13.3 Procedures in the Event of Termination or Revocation
(A) If this Franchise expires without renewal after completion of all processes
available under this Franchise and federal law or is otherwise lawfully terminated or revoked, the
City shall have the right to require Grantee to remove all or any portion of the System utilized
exclusively for the provision of Cable Services from all Rights-of-Way and public property
within the City andmay, subject to Applicable Law:
(1) Allow Grantee to maintain and operate its Cable System on a month-to-
month basis or short-term extension of this Franchise for not less than six (6) months,
unless a sale of the Cable System can be closed sooner or Grantee demonstrates to the
City's satisfaction that it needs additional time to complete the sale; or
(2) Purchase Grantee's Cable System in accordance with the procedures set
forth in Section 13.4, below.
(B) In the event that a sale has not been completed in accordance with subsections
(A)(l) andlor (AX2) above, the City may order the removal of the above-ground Cable System
facilities and such underground facilities from the City at Grantee's sole expense within a
reasonable period of time, as determined by the City. In removing its plant, structures and
equipment, Grantee shall refill, at its own expense, any excavation that is made by it and shall
leave all Rights-of-Way, public places and private property in as good condition as that
prevailing prior to Grantee's removal of its equipment without affecting the electrical or
telephone cable wires or attachments. The indemnification and insurance provisions and the
letter of credit shall remain in fulI force and effect during the period of removal, and Grantee
shall not be entitled to and agrees not to request compensation of any sort therefore.
(C) If Grantee fails to complete to the City's satisfaction any removal required by
subsection 13.3(B), after written notice to Grantee the City may cause the work to be done, and
Grantee shall reimburse the City for the costs incurred within thirty (30) days after receipt of an
itemized list of the costs, or the City may recover the costs through the letter of credit provided
by Grantee.
(D) The City may seek legal and equitable relief to enforce the provisions of this
Franchise.
13.4 Purchase of Cable System
(A) If at any time this Franchise is revoked, terminated, or not renewed upon
expiration in accordance with the provisions of federal law, the City shall have the option to
purchase the Cable System.
(B) The City may at any time thereafter offer in writing to purchase Grantee's Cable
System. Grantee shall have thirty (30) days from receipt of a written offer from the City within
which to accept or reject the offer.
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(C) In any case where the City elects to purchase the Cable System, the purchase shall
be closed within one hundred twenty (120) days of the date of the City's audit of a current profit
and loss statement of Grantee. The City shall pay for the Cable System in cash or certified
funds, and Grantee shall deliver appropriate bills of sale and other instruments of conveyance.
(D) For the purposes of this subsection, the price for the Cable System shall be
determined as follows:
(1) In the case of the expiration of the Franchise without renewal, at fair
market value determined on the basis of Grantee's Cable System valued as a going
concem but with no value allocated to the Franchise itself. In order to obtain the fair
market value, this valuation shall be reduced by the amount of any lien, encumbrance, or
other obligation of Grantee which the City would assume.
(2) In the case of revocation for cause, the equitable price of Grantee's Cable
System.
13.5 Receivership and Foreclosure
(A) At the option of the City, subject to Applicable Law, this Franchise may be
revoked one hundred twenty (120) days after the appointment of a receiver or trustee to take over
and conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or
other action or proceeding, unless:
(1) The receivership or trusteeship is vacated within one hundred twenty (120)
days of appointment; or
The receivers or trustees have, within one hundred twenty (I20) days after their election
or appointment, fully complied with all the tbrms and provisions of this Franchise, and have
remedied all defaults under the Franchise. Additionally, the receivers or trustees shall have
executed an agreement duly approved by the court having jurisdiction by which the receivers or
trustees assume and agree to be bound by each and every term, provision and limitation of this
Franchise.
(B) If there is a foreclosure or other involuntary sale of the whole or any part of the
plant, property and equipment of Grantee, the City may serve notice of revocation on Grantee
and to the purchaser at the sale, and the rights and privileges of Grantee under this Franchise
shall be revoked thirty (30) days after service of such notice unless:
(1) The City has approved the transfer of the Franchise, in accordance with
the procedures set forth in this Franchise and as provided by law; and
(2) The purchaser has covenanted and agreed with the City to assume and be
bound by all of the terms and conditions of this Franchise.
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13.6 No Monetary Recourse Against the City
Grantee shall not have any monetary recourse against the City or its officers, officials,
boards, commissions, agents or employees for any loss, costs, expenses, or damages arising out
of any provision or requirement of this Franchise or the enforcement thereof, in accordance with
the provisions of applicable federal, State, and local law. The rights of the City under this
Franchise are in addition to and shall not be read to limit any immunities the City may enjoy
under federal, State, or local law.
13.7 AlternativeRemedies
No provision of this Franchise shall be deemed to bar the right of the City to seek or
obtain judicial relief from a violation of any provision of the Franchise or any rule, regulation,
requirement or directive promulgated thereunder. Neither the existence of other remedies
identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the
right of the City to recover monetary damages for such violations by Grantee, or to seek and
obtain judicial enforcement of Grantee's obligations by means of specific performance,
injunctive relief or mandate or any other remedy at law or in equity.
13.8 Assessment of Monetary Damages
(A) The City may assess against Grantee monetary damages (i) up to five hundred
dollars ($500) per day for general construction delays not otherwise addressed in this Franchise,
violations of PEG obligations or payment obligations, (ii) up to two hundred fifty dollars ($250)
per day for any other material breaches, or (iii) up to one hundred dollars ($100) per day for
defaults, and collect the assessment as specified in this Franchise. Damages pursuant to this
Section shall accrue for a period not to exceed one hundred twenty (120) days per violation
proceeding. Such damages shall accrue beginning thirty (30) days following Grantee's receipt of
the notice required by Section 13.1(A), or such later date if approved by the City in its sole
discretion, but may not be assessed until after the procedures in Section 13.1 have been
completed. To assess any amount from the letter of credit, the City shall follow the procedures
for withdrawals from the letter of credit set forth in the letter of credit and in this Franchise,
which procedures have been approved by the City under Section 5'4.
(B) The assessment does not constitute a waiver by the City of any other right or
remedy it may have under the Franchise or Applicable Law to recover from Grantee any
additional damages, losses, costs, and expenses that are incurred by the City by reason of the
breach of this Franchise.
I3.9 Effect of Abandonment
If Grantee abandons its Cable System during the Franchise term or fails to operate its
Cable System in accordance with its duty to provide continuous service, the City, at its option,
may operate the Cable System; designate another entity to operate the Cable System temporarily
until Grantee restores service under conditions acceptable to the City, or until the Franchise is
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revoked and a new franchisee is selected by the City; or obtain an injunction requiring Grantee to
continue operations. If the City is required to operate or designate another entity to operate the
Cable System, Grantee shall reimburse the City or its designee for all reasonable costs, expenses,
and damages incurred.
13.10 What Constitutes Abandonment
The City shall be entitled to exercise its options in subsection 13.9 if:
(A) Grantee fails to provide Cable Service in accordance with this Franchise over a
substantial portion of the Franchise Area for four (4) consecutive days, unless the City authorizes
a longer intemrption of service; or
(B) Grantee, for any period, willfully and without cause refuses to provide Cable
Service in accordance with this Franchise.
SECTION 14. FRANCHISE RENEWAL AND TRANSFER
14.l Renewal
(A) The City and Grantee agree that any proceedings undertaken by the City that
relate to the renewal of the Franchise shall be governed by and comply with the provisions of
Section 626 of the Cable Act, unless the procedures and substantive protections set forth therein
shall be deemed to be preempted and superseded by the provisions of any subsequent provision
of federal or State law.
(B) In addition to the procedures set forth in said Section 626(a), the City agrees to
notify Grantee of the completion of its assessments regarding the identification of future cable-
related community needs and interests, as well as the past performance of Grantee under the then
current Franchise term. Notwithstanding anything to the contrary set forth herein, Grantee and
the City agree that at any time during the term of the then current Franchise, while affording the
public adequate notice and opportunity for comment, the City and Grantee may agree to
undertake and ftnalize negotiations regarding renewal of the then current Franchise and the City
may grant a renewal thereof. Grantee and the City consider the terms set forth in this subsection
to be consistent with the express provisions of Section 626 of the Cable Act.
(C) Should the Franchise expire without a mutually agreed upon renewed Franchise
Agreement and Grantee and City are engaged in an informal or formal renewal process, the
Franchise shall continue on a month-to-month basis with the same terms and conditions as
provided in the Franchise, and Grantee and City shall continue to comply with all obligations and
duties under the Franchise until final City action is taken to renew or terminate the Franchise
pursuant to this Franchise and Applicable Law and all appeals are resolved.
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14.2 Transfer of Ownership or Control
(A) The Cable System and this Franchise shall not be sold, assigned, transferred,
leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale,
merger, or consolidation, nor shall title thereto, either legal or equitable, or any right, interest, or
property therein pass to or vest in any Person or entity without the prior written consent of the^City, *-nrn consent shall be by the City Council, acting by ordinance/resolution.
(B) Grantee shall promptly notify the City of any actual or proposed change in, or
transfer of, or acquisition by any other party of control of Grantee. The word "control" as used
herein is not limited to majority stockholders but includes actual working control in whatever
manner exercised. Every change, transfer or acquisition of control of Grantee shall make this
Franchise subject to cancellation unless and until the City shall have consented in writing
thereto.
(C) The parties to the sale or transfer shall make a written request to the City for its
approval of a sale or transfer and furnish all information required by law and the City.
(D) In seeking the City's consent to any change in ownership or control, the proposed
transferee shall indicate whether it:
(1) Has ever been convicted or held liable for acts involving deceit including
any violation of federal, State or local law or regulations, or is currently under an
indictment, investigation or complaint charging such acts;
(2) Has ever had a judgment in an action for fraud, deceit, or
misrepresentation entered against the proposed transferee by any court of competent
jurisdiction;
(3) Has pending any material legal claim, lawsuit, or administrative
proceeding arising out of or involving a cable system or a broadband system;
(4) Is financially solvent, by submitting financial data including financial
statements that are audited by a certified public accountant who may also be an officer of
the transferee; and
(5) Has the financial, legal and technical capability to enable it to maintain
and operate the Cable System for the remaining term of the Franchise.
(E) The City shall act by ordinance on the request within one hundred twenty (120)
days of the request, provided it has received all information required by this Franchise and/or by
Applicable Law. The City and Grantee may by mutual agreement at any time extend the 120-
day period. Subject to the foregoing, if the City fails to render a final decision on the request
within one hundred twenty (120) days, such request shall be deemed granted unless the
requesting party andthe City agree to an extension of time.
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(F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by
the City, Grantee shall file with the City a copy of the deed, agreement, lease or other written
instrument evidencing such sale or transfer of ownership or control, certified and sworn to as
correct by Grantee and the transferee, and the transferee shall file its written acceptance agreeing
to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of
a change in control in which Grantee is not replaced by another entity, Grantee will continue to
be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be
required to file an additional written acceptance.
(G) In reviewing a request for sale or transfer, the City may inquire into the legal,
technical and financial qualifications of the prospective controlling party or transferee, and
Grantee shall assist the City in so inquiring. The City may condition said sale or transfer upon
such terms and conditions as it deems reasonably appropriate, in accordance with Applicable
Law.
(H) Notwithstanding anything to the contrary in this subsection, the prior approval of
the City shall not be required for any sale, assignment or transfer of the Franchise or Cable
System to an entity controlling, controlled by or under the same common control as Grantee,
provided that the proposed assignee or transferee must show financial responsibility as may be
determined necessary by the City and must agree in writing to comply with all of the provisions
of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of
financing without the consent of the City; provided that such pledge of assets shall not impair or
mitigate Grantee's responsibilities and capabilities to meet all of its obligations under the
provisions of this Franchise.
SECTION I5. SEVERABILITY
If any Section, subsection, paragraph, term or provision of this Franchise is determined to
be illegal, invalid or unconstitutional by any court or agency of competent jurisdiction, such
determination shall have no effect on the validity of any other Section, subsection, paragraph,
term or provision of this Franchise, all of which will remain in fuIl force and effect for the term
of the Franchise.
SECTION16. MISCELLANEOUSPROVISIONS
16.I Preferential or Discriminatory Practices Prohibited
In connection with the performance of work under this Franchise, Grantee agrees not to
refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against
any Person otherwise qualified solely because of race, color, religion, national origin, gender,
age, military status, sexual orientation, marital status, or physical or mental disability; and
Grantee further agrees to insert the foregoing provision in all subcontracts hereunder.
Throughout the term of this Franchise, Grantee shall fully comply with all equal employment or
non-discrimination provisions and requirements of federal, State and local laws and, in
particular, FCC rules and regulations relating thereto.
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16.2 Notices
Throughout the term of the Franchise, each party shall maintain and file with the other a
local address for the service of notices by mail. All notices shall be sent via overnight delivery
postage prepaid to such respective address, and such notices shall be effective upon the date of
mailing. These addresses may be changed by the City or Grantee by written notice at any time.
At the Effective Date of this Franchise:
Grantee's address shall be:
Comcast Cable Communications Management, LLC
4020 Auburn WayN
Auburn, WA 98002
Attention: Franchise Director
With a copy to:
Comcast Cable Communications Management, LLC
15815 25th Ave W
Lynnwood, WA 98087
Attention: Franchising Department
The City's address shall be
City of Kent
220FourthAve S
Kent, WA 98032
Attention: Chief Administrative Officer
With a copy to
City of Kent
220FovthAve S
Kent, WA 98032
Attention: City Attorney
76.3 DescriptiveHeadings
The headings and titles of the Sections and subsections of this Franchise are for reference
pu{poses only and shall not affect the meaning or interpretation of the text herein.
16.4 Publication Costs to be Borne by Grantee
Grantee shall reimburse the City for all costs incurred in publishing this Franchise, if
such publication is required.
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16.5 Binding Effect
This Franchise shall be binding upon the parties hereto, their permitted successors and
assigns.
16.6 No Joint Venture
Nothing herein shall be deemed to create a joint venture or principal-agent relationship
between the parties, and neither party is authorized to nor shall either party act toward third
Persons or the public in any manner which would indicate any such relationship with the other.
16.7 Waiver
The failure of the City at any time to require performance by Grantee of any provision
hereof shall in no way affect the right of the City hereafter to enforce the same. Nor shall the
waiver by the City of any breach of any provision hereof be taken or held to be a waiver of any
succeeding breach of such provision, or as a waiver of the provision itself or any other provision
16.8 Challenges to City Ordinances
Grantee reseryes all rights it may have to challenge the lawfulness of any City ordinance.
The City reseryes all of its rights and defenses to such challenges.
16.9 Reasonableness of Consent or Approval
Whenever under this Franchise "reasonableness" is the standard for the granting or denial
of the consent or approval of either party hereto, such party shall be entitled to consider public
and governmental policy, moral and ethical standards as well as business and economic
considerations.
16.10 Entire Agreement
This Franchise and all Exhibits represent the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and supersede all prior oral
negotiations between the parties.
16.11 Jurisdiction
Venue for any judicial dispute between the City and Grantee arising under or out of this
Franchise shall be in King County Superior Court, Washington, or in the United States District
Court in Seattle.
IN WITNESS WHEREOF, this Franchise is signed in the name of the City of Kent,
Washington this _day of
-,2019.Page 55
City of Kent - Comcast
201 9 Franchise Agreement
4846-1929-7 I 54v.4 0101080-000007
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM:
and approved this ZZ day of /lJ*"i ,2ots.
ATTEST:COMCAST
CITY OF KENT, WASHINGTON:
Name/Title, Sor-h /zshol
SrlP 6"*rrez-
Page 56
City of Kent - Comcast
201 9 Franchise Agreement
Notary Public
State of Colorado
NotarY lD #
Commission
201240837 1 1
res al-02-2021
4846-1929-7 r54v.4 010 1080-000007
For Informal Discussion Only. Proprietary and Confidential
EXHIBIT A
DARI( FIBER LOCATIONS
Kent Shops s821 S 240th St
Correction Facility 1230 S Central St
Kent City Hall 220 4thAve S
Kent Commons 525 4thAve N
Resource Center 315 E Meeker St
Senior Center 600 E Smith
Valley Communications 27519108th Ave SE
Riverbend 18th Hole 2019 E Meeker St
Future Maintenance Shops SE 248th & Iz4thAve SE
Fire Station #74 24611 116th Ave SE
I
4846-1929-7 t54v.4 010 1080-000007
For Informal Discussion Only. Proprietary and Confidential
EXHIBIT B
LOCATIONS RECEIVING COMPLIMENTARY CABLE SERVICE
2
NAME ADDRESS Account
Type
CITY OF KENT CORRECTIONS,X 1230 S CENTRAL AVE City
CITY OF KENT CORR., EQUIP 1 1230 S CENTRAL AVE City
KENT, CITY OF 220 4TIJ AVE S City
KENT CITY HALL, EQUIP I 220 4TIJ AVE S City
KENT PD,VIDEO 220 4TIJ AVE S CITY
KENT POLICE DEPARTMENT,*232 4TIJ AVE S City
KENT POLICE DEPT, EQUIP 1 232 4TIJ AVE S City
VALLEY COMM CTR, EQUIP 1 27519108TH AVE SE City
CITY OF KENT CENTENNIAL,*4OO W GOWE ST City
CITY OF KENT CENT, EQUIP 1 4OO W GOWE ST City
PUBLIC WORKS, CITY OF KENT 5821 S 240TH ST City
SENIOR CENTER 600 E. SMITH City
REG JUSTICE CTR, KING CTY 620 W JAMES ST City
REGIONAL JUSTICE CTR, EQ 1 620 W JAMES ST City
MRJC OFFICE,*401 4TH AVE N CityiKing
County
VIEW FIRE & RESC, MOUNTAIN 18610 SE COVINGTON SAWYER Fire
FSTT,EQUIP t 20717 132ND AVE SE Fire
FIRE STATION 74, KENT 24611116TH AVE SE Fire
FS 74, EQUIP 1 24611116TH AVE SE Fire
FS 71, EQUIP I 504 W CROW ST Fire
KENT-MERIDIAN HS, EQUIP I 10020 sE 256TH ST School
KENT PHOENIX, EQUIP I 11000 sE 264TH ST School
DANIEL ELMNTRY, EQUIP 1 11310 SE 248TH ST School
EMERALD PARK ELM, EQUIP 1 11800 SE 216TH ST School
MILLENIUM ELMNTRY, EQUIP 1 II9I9 SE 27OTH ST School
KENT SCHOOL DISTRICT,*12033 SE 256TH ST School
HI-SCHOOL, KENTRDGE 12430 SE 208TH ST School
SOOS CREEK ELMNTRY,EQUIP 1 1265I SE 218TH PL School
MARTIN SOTRUN ELM, EQUIP 1 t27tt sE 248TH ST School
GLENRIDGE ELMNTRY, EQUIP 1 19405 12OTH AVE SE School
LAKE YOUNGS ELM, EQUIP 1 19660 142ND AVE SE School
SPRINGBROOK, ELEMNTRY 20035 1OOTH AVE SE School
SPRINGBROOK ELM, EQUIP 1 2003s 100TH AVE SE School
4846-1929-7 | 54v.4 0 I 0 I 080-000007
For Informal Discussion Only. Proprietary and Confidential
NAME ADDRESS Account
Type
PANTHER LAKE ELM, EQUIP 1 20831 1O8TH AVE SE School
HIGH SCHOOL, KENTLAKE 2I4OI SE FALCON WAY School
KENTLAKE HS, EQUIP 1 2T4OI SE FALCON WAY School
ELEMENTARY, SUNRISE 22300132ND AVE SE School
MERIDIAN ELMNTRY, EQUIP 1 25621140TH AVE SE School
SCENIC HILL ELM, EQUIP I 26025 WOODLAND WAY S School
ELEMENTARY, HORIZON 2764I I44TH AVE SE School
MEADOWRIDGE ELM, EQUIP 1 277IO 1O8TH AVE SE School
PINE TREE ELMNTRY, EQUIP I 27825118TH AVE SE School
GRASS LAKE ELM, EQUIP I 28700 191ST PL SE School
KENT ELEMENTARY, EQUIP 1 3I7 4TIJ AVE S School
MILL CREEK MS, EQUIP 1 620 CENTRAL AVE N School
ELEMENTARY, E HILL 9825 S 240TH ST School
EAST HILL ELMNTRY, EQUIP 1 9825 S 24OTH ST School
J
4846-1929-7 154v.4 0 101080-000007
gABLE TRANCIIIE BONp
Bond 9307882
KNOW ALL BY THESE PRESENTS: That corrlcnsr LE COMMUNICATIONS MANAGEMENT, LLC
4020 Auburn Wv N Auburn -- WA 98002 , as Principal,
and FINFI ITY DEPO.SIT COMPANY O F MARYLAND , as Surety, are
held and firmly bound unto CITY OF .WA
, as Obligce,
in the sum of One Hundrert Thousand and 00/1 00
DOLLARS ($ .Lgg.ogo.OO . " ), to the payment whereof well and truly to be made to the Obligee, we bind ourselves,
our successors and assigns, firnrly by these presents. Sealed with our scals and dated this 8rh day of
, 2019
THE CONDITION OF THE ABOVE OBLIGATION tS SUCH, That whereas the Obligee has granted unto the Principal, a
franchise begiming , .--_- , and whereas the said Principal is required to execute a bond in
t}e penal sum of
($ r oo.ooo.oo ) in favor of the Obligee, conditioned upou its performance of the obligations of the grantee under said
franchise;
NOW, TT{EREFORE, if the above bounden Principal shall perform the obligations of the grantee under said franchise, then &is
obligation to be void otherwise to remain in full forcs and virtue. This bond may be canceled by the Surery upon thi*y days
notice to the Obligee by registered mail.
ATTEST:COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC -(Principal)
BY
MarcA.
Vlce Presldsnt
trINEI ITV ANIN ntrPnqlT flnlrPAt\lv r\tr ArAavl
f)ne l-lt rnrlrorl Thousanr"l rnd On/1nn
$"--%n
F.z*{(t
H
.b
?oo &cq
btnunrf
ZURICH ANIERICAN INSURANCE COMPANY
COI,ONIAL AMERICAN CASUALTY AND SURETY COMPI\NY
F.IDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALt, MEN By THESE pRESENTS: That the ZUzuCH AMERICAN INSURANCE COMPANY, a corporation of the State of Nerv
york, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of lllinois, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of lllinois (hcrein collectively called the "Companies"), by
Robert D, Murray, Vicc Presi{ent, ir pursuance of authority granted by Article V, Section 8, of the By-Laws of said Cornpanies, which are
set lorth on the reverse side hcreofard are hereby certified to be in fllll force aad effect on the dale hereof, do hereby nominate, constitute,
and appoint Maurcen MCNEILL, Wayne G. MCVAUGH, Elizahcth ilIARRERO, Patricia A, RAMBO' Sara OWENS' Kimberly G.
SIIERROD, Joanne C, WAGNIIR, Vicki JOHNSTON, Cathy II. HO, George GIONIS, and Lori SIIELTON' all of Philadclphia'
Pennsylvania, EACH, its tnre and lawful agcnt and Attomey-in-Fact, to make, execute, seal and deliver, for, and on its bchalf as surety, and
asitsactanddeed: anyandall bondsandundertakings,an<itheexegutionofsuchbondsorundertakingsinpursuanceofthesepresents,
shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as ifthey had bccn duly executed and acknowledged
by the regularly elected officcrs of the ZURICT{ AMEzuCAN INSLTRANCE COMPANY at its offtce in New York, New York., the regularly
eiected olficers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland', and the
regularly elecred officers of the FIDELITY AND DIIPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their
own proper persons.
The said Vice President does hereby certify that the extract set fbrth on fhe reverse side hereofis a fiue copy ofArticle V, Section 8, of
the By-Laws olsaid Companies, and is now in force.
IN MTNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and alfixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COIIPANY, COLOMTIL AMERICAN CASUALTY AND SURITY COMPANY' and
FIDELITYANDDEPOSITCOMPATYYOFIVIARYLAND,this3IstdayofJaaUaTv, A.D.2019-
ATTEST:
ZURICH AMERICAN INSURANCE COMPAT'IY'
COI,ONIAL AfuIERICAN CASUALTY AND SURETY CO}IPAI'IY'
FIDELITY ANI' DEPOSIT COMPAFIY OF MARYLANI)
By: Robert D. Murroy
Vice President
,i']-)"*u'"{,t"i,ir.rt,n
By: Dawn E. Brown
Secretary
State of Maryland
County of Baltimore
On this 3 Ist day of January, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly comrnissir.rned and qualified, Robcrt D'
the Company aforesaii, antl that tlie seals affixed t5 the preceding instrument ars ttrt Corponrte Seal* ofsnid Companies, and thst the ssitl Co*poratc Scals and
the signaiurc as such ofiicer were duly affixed and subscribcd to the said instrument by the authority and djrection ofthe said Corporations
lN TESTIMONY WIIEREOF, I have hereunto set rny hand and aflixed my Official Seal the day and year first above written.
C-'.t^"- a..b,,rr^J
Constance A. Durm. Notary Public
My Commission Expires: julY 9, 201 9
EXTRACT FROM BY-LAWS OF THE COMPANIES
,,Article V, Sr:ction g, Atlor{qyFin-Fggl. The Chief E,tecutive OlIccr th.e President, or any fixecutivc Vice Presirlcnt or Vice Prcsidont
may, by rn.itten instrrrnroni uiail ttr. rtrtcsted ccrporate s€al, spBoint nrtomr:ys-in-fbct lrith aulhorily to executc tronds' polici'i*'
rccognizances, slipuhrtiorrs, urrtierrnkings. or other like instrurrrenrs uo'b"lrolfof the Contparry, and nray authorize *ny ofticer.or tny such
tirne'"
.ERTIFI.ATE
I, the undersignert, vice prcsiclcni of the ZURICII AMI-;RICAN lNfiuRANCkl cotulfANY, thc COLONIAL AMnzuCAN
CASUALT"Y ANr] SURETY COMPANY, Arrd thc FIDEI,ITY AND DEI'OSIT COMPANY OI: MAI{YLNND' dO ITCTCbY CCTti$ IhAt IhE
foregoing powcr of Attorney is still in full force and elfect on the date of this certilicate; antl I do furtlrr eertill'that Ariicle V, Section 8, of
the By-Laws of the Companies is still in fbrce.
This power of Attomey and Certificate may be signed by facsimile under and by authority of the follorving resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE colvlpANy at a meering duly called and held on the l5th day of Decernber 1998.
RESOLVED: ,'That the signature of the Presidenl or a Vice President anri the attesling signature of a Secretary or an Assistant Seoretary
and the Seal ofthe Company may be allixed by facsimile on any Power ofAltonrey...Any such Power or any cefiificate thereofbearing such
lacsimile signature and seal shall be valid and binding on the Company"'
This pou,er.ofAttorney and Certilicate may be signed by facsimile under and by authority ofthe foliowing resolulion ofthe Bcard of
Directors of the coLoNIAL AMERICAN C,{SUALTY AND SUREry COI4PANY at a mceting duly oalled and held on the 5th day of
May,l994,and ihe following resolution of the Board of Directors of the FIDELITY AND DIIPOSiT COMPANY OF IvIARYLAND at a
nieeting duly called ald held on the l()th day of May, 1990.
RESOLVED: ,''fhat the facsimile or mechanically reproduced seal of the oompany and tacsimile or mechanically reproduced signature
ofany Vice-President, Secretary, or Assislant Secretary ofthc Company, rvhether made heretofore ot hercafter, wherever appearing upon a
certified copy of a1y porver of attomey issued by the Companl shall be valid and binding upon the Company rvitb the same lorce and effect
as though manually aflixed.
lN TE$1]]VIONY Wt'{llRliQR t lrave hercunlo subscribed my name anrl affixed the corporate seals of the said Companies,
this 3 ra. aay "t'-figt*t/ - -,1-glg.'/
4"1"t e'*'^o.
Michael C. Fay, Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMRER, AND YOUR CONTACT
INFORMATIONTO:
Zurich Surety Claims
1299 Zurichtilay
Schaumburg, IL 60196-1056
www. reportsl!lai!us@Z!{.id&$Il
8A0-626-457'.7
COVERA
CERTIFICATE OF LIABILITY INSURANCE
CERTIFICATE MBER:cLE-005517777-11 REVISION NUMBER:
DATE (MM/DD/YYYY)
04t18t2019
THIS CERTI FICATE rs ISSUED AS A MA TTE R OF INFORMATION ON LY AND coN FERS NO RIGHTS U PON THE CERTIFICA TE HOLDER.THIS
CERTI FICATE DOES NOT AFFIRMATIVELY OR NEGATIVEL Y AM EN D,EXTEND OR AL TER TH E covE RAGE AF FORDED BY TH E POLTCtES
BELOW TH rs CE RTIFICA TE OF NSU RANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE tssul NG IN sURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the is an ADDITIONAL INSURED, the must have ADDITIONAL URED provisions or be endorsed.
an endorsement. A statement onlf SUBROGATION lS WAIVED, subject to the terms and conditions ol the policy, certain policies may require
this certificate does not confer to the certificate holder in lieu of such
PRODUCER
MARSH USA INC.
1717 Arch Street
Philadelphia, PA 19'103-2797
Attn; Comcast.Certs@marsh.com Fax: 21 2-948-0360
a : ACE American lnsurance 22667
INSURED
COI/CAST CABLE COI/MUNICATION MGI/T LLC
4O2O AUBURN WAY NORTH
AUBURN, WA 98002
rNsuRER B : lndemnitv lns Co Of North America 43575
rNsuRER c : ACE Prooertv And Casualtv lns Co 20699
rNsuRER D : ACE Fire ljndenrrrriters lns. Co.20702
INSURER E
INSURER F
THIS IS TO CERTIFY THAT THE POLICIES OF NSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
NDICA TED.NOTWTHSTANDING ANY REQU REMENT TERM OR coN DITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WH tcH TH IS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE N IS SUBJECT TO ALL THE TERMS,
EXC LUSI oNs AND coN DITIONS OF SUCH POLTCIES.LIMITS SHOWN MA HAVE BEEN REDUCED BY PAID CLAIMS.
INSRtm TYPE OF INSURANCE tNsh lNN POLICY NUMBER
POLICY EFFrMM'DD/YWYI POLIGY EXP
IMM'DDTYYYYI LIMITS
X COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
X SIR: $100,000
GEN'L AGGREGATE LI[/lIT APPLIES PER:
X ,or,"" f--l 3F"? f--l 'o"
X
xsLG71 209313 12t01t2018 12Mt2019 EACH OCCURRENCE $4,900,000
$4,900,000
MED EXP (Any one Person)$10,000
PERSONAL & ADV INJURY $4,900,000
GENERAL AGGREGATE $2s,000,000
PRODUCTS - COIVIP/OP AGG $6,000,000
$
A AUTOMOBILE LIABILITY
X ANY AUTO
O\ANED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON.OIA/i\]ED
AUTOS ONLY
tsA H25275354 12t01t2018 12Mt2019 $10,000,000
BODILY INJURY (Per person)$
BODILY INJURY (Per accident)$
$
$
X UMBRELLALNA
EXCESS LIAB
X OCCUR
CLAIMS.MADE
x00 G27924840 004 12t01t2018 12101t2019 EACH OCCURRENCE 10,000,000
AGGREGATE s 10,000,000
NFD RFTENTION $s
ts
A
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y/N
ANYPROPRI ETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NHI
lf ves. describe under
nFS(:RIPTION OF OPFRATIONS below
N NTA
wLR C65440398 (AOS)
wLR C6544043A (CA, MA)
scF c65440519 (Wr)
1ZtU1tZU16
12t01t2018
12t01t2018
12t01t2019
12t0112019
12t01t2019
X PER IqTATI ITF I
otH-
ER
E.L, EACH ACCIDENT s 2,000,000
E.L, DISEASE. EA EMPLOYEE 2,000,000$
E.L, DISEASE. POLICY LIMIT $2,000,000
A Excess Workers Compensation wcuc65440477 (WA)12t01t2018 12Mt2019 Ea Acc/Dis Employee/Dis Polic'
stR
2,000,00(
5,000,00c
oEscRtpTtoNoFopERAT|oNs/LocATtoNsrvEHtcLEs (AcoRDl0l,Additional Remad€schedule,maybeattachedifmor€spaceisrcquired)
THE CITY, ITS OFFICERS, OFFICIALS, BOARDS, COMMISSIONS, EMPLOYEES, AND AGENTS ARE IS INCLUDED AS ADDITIONAL INSURED WTH RESPECT TO GENEML LIAEILITY POLICY AND
AUTOMOBILE LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTMCT WTH THE NAMED INSURED. WAIVER OF SUBROGATION IS APPLICABLE WHERE REQUIRED BY WRITTEN CONTMCT
AND ALLOWED BY LAW, THIS INSURANCE IS PRIIVARY AND NON-CONTRIBUTORY WITH ANY OTHER INSUMNCE AVAILABLE TO THE CERTIFICATE HOLDER,
CERTIFICATE HOLDER CELLATION
@ 1988-2016 ACORD CORPORATION. All rights reserved.
CITY OF KENT
220 FOURTH AVENUE SOUTH
KENT, WA 98032
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Ma6h USA lnc.
Manashi Mukheoee --]rtavtaoU {t44lz-rrt r.a'-..t-
ACORD 25 (2016tO31 The ACORD name and logo are registered marks of ACORD
NOTICE: THESE POLICY FORMS AND THE APPLICA BLE RATES ARE
EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK
INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES
MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE
LAW AND REGULATIONS.
l.lemed lnsul€d
Comcaet Corporation
Endorsemehl Number
Pollcy Symbolxst
Folicy Niumber
G71209313
Policy Period
72 lol I "ote to 1"2/ol/ 2a]-9
Efiective Date of Endorsement
lssued By (Nam e of lnsurance Gompany)
ACE Anerican Insurance CongranY
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION
dn
THIS ENDORSEMENTCHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This Endorsement modifies insurance provided under the following:
EXCESS COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
A Section tl - Who ls An lnsured is amended to include as an additional insured the person(s) or organiza-
tion(s) shorvn in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "per-
sonal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf;
in the performance of your ongoing operations for the additional insured(s) at the location(s) designated
above.
However:
{. The insurance afforded to such additional insured only applies to the extent permitted by law; and
Xs21168a (04i13)
Class Code 2-14057
Name Of Additioml lnsured Person{s}
Or Organization(s):Location(s) Of Covered Operations
Any person of organization whun I) a named insured other than
NBCUniversal Media, LLC and/or its eubsidimiee has agreed to include ar
an additional insured under written contract or uiritten agreernent,
provided such conhact or agreement was executed prim fo the date of
losst and 2) NBCUniversal Media, LLC andlor its subsidiaries has agreed
to include as an additional insured under cmtract or agreement, provided
such conkact or agreement was executed prior to the date ofloss.
All locations where you are performing operations for
such additional insured pursuant to such contract
f)aelarationslnformation required to complete this Schedule, if not shown alrarra tarill ha chmarn in the
Copyright, lnsumnce Seruices Ofice, lnc., 2012 Page 1 of 2
2. lf cozerage provided to the additional insured is required b.y a contract or agreement, the insurance afford-
ed to su-ch'additional insured will not be broader than that which you are required by the contract or
agreement to provide for such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to "bodily injury'' or "propedy damage" occurring after:
{. All work, including materials, parts or equipment furnished in connection with such work, on the project
(other than service, maintenance or repairs) to be pedormed by or on behalf of the additional insuredis) at
the location of the covered operations has been completed; or
2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by
any person or oiganization other than another contractor or subconffactor engaged in pedorming opera-
tions for a principal as a paft of the same projed'
C. With respect to the insurance afforded to these additional insureds, the following is added to Section lll -
Limits Of lnsurance And Retained Limit:
lf coverage provided to the additional insured is required by a contract or agreement, the most we will pay on
behalf of the additional insured is the am ount of insurance:
{. Required by the contract or agreement; or
2. Available under the applicable Limits of lnsurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of lnsurance shown in the Declarations'
Authorized Representative
X921168a (04/13)
Class Code 2-14057
Copyright, lnsurance SeMces Off ce, lnc., 2012 Page? sl2
Request for Mayor's Signature
KF"llT Complete this form and route to the Office of the City Attorney
(Print on cherry-colored pape{
Approved by Director
Brief Explanation of Document:
Side Letter Agreement and Cable Franchise Agreement whereby the City grants to Comcast
authorization to make reasonable and lawful use of the Rights-of-Way for the purpose of providing
Cable Services; related to the 1O-year Dark Fiber Agreement and Settlement Agreement approved
under Ordinance 4310
orisinator: Tam mY Wh ite Phone (orisinato4'X57 7 4
Date sent: 41181201 I Date Requir.d'ASAP
Returned sisned Document,o Kelly Finn E Contract Coversheet Attached
Vendor Name:Comcast Cable Communications Management, LLC
Has this Document been Specifically Authorized
in the Budget? Yes ENo
Date of council Approvu,' Febru ary 19, 2019 Account Number:N/A
Date Received by City Attorney 'lt-
Comments
RECEIVED
APR I 8 2OI9Date Routed to the M r's Office:
City of Kent
Date Routed to the City Clerk:.(
inator:Date Returned to O
ad(cl/v19756_4_18
{h
COMCAST
Acknowledged and agreed to this
City of Kent, Washington
tLQuv of pe\^\,F1p
1899 Wynkoop Street
Suite 550
Denver, CO 80202
The Honorable Dana Ralph
Mayor, City of Kent February 19,2019
Dear Mayor:
The purpose of this letter agreement is to set forth several commitments between Comcast Cable
Communications Management,LLc ("Comcast") and the City of Kent, Washington (the "City")
that are in addition to the renewal franchise agreement to be adopted by ordinance (hereinafter,
"the Franchise"). These items have been negotiated in good faith and agreed to as part of the
informal franchise renewal process pursuant to 47 U.S.C. $ 546(h), and specifically relate to the
unique community needs that exist in the City.
Grant for Public, Education and Government Access
The prior franchise agreement between the City and Comcast did not include capital support for
Public, Education and Government ("PEG") access. The City has requested immediate funding
for equipment and other capital needs to utilize the high definition PEG channel included in the
Franchise. Accordingly, Comcast agrees to provide a PEG capital equipment grcnt of one
hundred thousand ($100,000) dollars ("PEG Equipment Grant") to the City within ninety (90)
days following the date on which the Franchise is adopted by ordinance. Comcast shall be
entitled to recover the PEG Equipment Grant in any manner that is consistent with applicable
law until it has fully recovered the PEG Equipment Grant, including recovery from the first year
of PEG funding under the Franchise in the amount of approximately $0.34 per subscriber per
month, retained by Comcast).
The terms and conditions of this letter agreement are binding upon the City and Comcast and
their successors and assigns. Comcast agrees that a violation of these terms by Comcast may be
considered by the City as a material violation of the Franchise, subject to the provisions of
Section 13 of the Franchise. It is understood that fulfillment of these obligations is also
necessary and part of the consideration to secure the renewed Franchise.
Sincerely,
Management,LLC
By:
Its:
Date:
tBy:
Its:
Date:tq_t ()
4843 -337 8-5210v.1 0 1 0 1 080-000007
20