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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 Page i City of Kent-Comcast 201 9 Franchise Agreement 4846-1929 -7 I 5 4v .4 0 I 0 r 080-000007 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 Page ii City of Kent-Comcast 201 9 Franchise Agreement 26 ..26 ..26 .29 .29 .29 .30 .30 .30 .31 .31 4846- 1929 -l | 5 4v.4 0 I 0 I 080-000007 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 Page iii City of Kent-Comcast 20 | 9 F runchise Agreement 4846- 1929 -7 I 5 4v .4 0 I 0 I 080-000007 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 Page iv City of Kent-Comcast 201 9 Franchise Agreement 4846-1929 -7 I 5 4v .4 0 r0 I 080-000002 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. Page 1 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 t 080-000007 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. Page2 City of Kent - Comcast 2019 Franchise Agreement 4846-1929-7 154v.4 0 1 0 1 080-000007 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. Page 3 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 t54v.4 0 I 0 I 080-000007 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. Page 4 City of Kent - Comcast 20 1 9 F r anchis e A greement o a a o a a a o 4846-1929-7 I s4v.4 010 1080-000007 (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 Page 5 City of Kent - Comcast 201 9 Franchise Agreement a a a 4846-1929-7 | 54v.4 0 I 0 1080-000007 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)). Page 6 City of Kent - Comcast 20 19 F r anchise Agreement 4846-1929-7 154v.4 0 I 0 1 080-000007 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 PageT City of Kent - Comcast 20 | 9 F r anchi se Agreement 4846-1929-7 154v.4 0 10 1080-000007 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 Page 8 City of Kent - Comcast 201 9 Franchise Agreement 4846-t929-7 I s4v.4 0 I 0 I 080-000007 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 Page 9 City of Kent - Comcast 20 I 9 F r anchi se Agreement 4846-1929-7 1 54v.4 0 I 01080-000007 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 Page 10 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-'1 154v.4 010 1080-000007 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, Page 11 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 010 1080-000007 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. Page 12 City of Kent - Comcast 20 I 9 F r anchise A greement 4846-1929-'1 154v.4 010 1080-000007 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 Page 13 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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. Page 14 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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. Page 15 City of Kent - Comcast 20 | 9 F r anchise A greement 4845-1929-7 154v.4 0 10 1080-000007 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. Page 16 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 r54v.4 010 1080-000007 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. Page 17 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 010 1080-000007 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. Page 18 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 1 54v.4 010 1080-000007 (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. Page 19 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929 -7 154v.4 0101080-000007 (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 Page20 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 0 l0 1080-000007 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; Page2l City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 (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. Page22 City of Kent - Comcast 20 | 9 F r anchise A greement 4846-1929-7 I 54v.4 010 1080-000007 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. Page23 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 0101080-000007 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; Page24 City of Kent - Comcast 20 19 F ranchise Agreement 4846-1929-7 I s4v.4 010 1080-000007 (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. Page25 City of Kent - Comcast 20 I 9 F r anchise Agreement 4846-1929-7 I 54v.4 0101080-000007 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 Page26 City of Kent - Comcast 20 I 9 F runchise A greement 4846-1929-7 r54v.4 0 10 1080-000007 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, Page27 City of Kent - Comcast 20 I 9 F r anchi se A greement 484(t-1929-7 154v.4 010 1080-000007 (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. Page28 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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. Page29 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0101080-000007 (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 Page 30 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 1 0 I 080-000007 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 Page 3 1 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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. Page32 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 010 1080-000007 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 Page 33 City of Kent - Comcast 20 1 9 Franchise Agreement 4846-1929-'1 154v.4 010 1080-000007 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. Page34 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-i 1 54v.4 010 1080-000007 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 Page 35 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 | 54v.4 0 l0 1080-000007 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. Page 36 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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. Page37 City of Kent - Comcast 201 9 F r anchise Agreement 4846-1929-7 1 54v.4 010 1080-000007 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 Page 38 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0101080-000007 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 Page 39 City of Kent - Comcast 201 9 F r anchi se A greement 4846-1929-'1 1 54v.4 0101080-000007 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. Page 40 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 010 1080-000007 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. Page 41 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-'1 | 54v.4 0 l0 I 080-000007 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. Page 42 City of Kent - Comcast 201 9 Franchise Agreement 484('-1929-7 154v.4 0101080-000007 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 Page 43 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929 -7 | 54v.4 0 I 0 1080-000007 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 Page 44 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 I 0 I 080-000007 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 Page 45 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 | 54v.4 010 1080-000007 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; Page 46 City of Kent - Comcast 20 I 9 F r anchise Agreement 4846-1929 -7 I 54v.4 0 1 0 I 080-000007 (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. Page 47 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 1 0 I 080-000007 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. Page 48 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 t 54v.4 0 I 0 1080-000007 (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. Page 49 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 0 I 0 I 080-000007 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 Page 50 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 0 101080-000007 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. Page 51 City of Kent - Comcast 20 | 9 F r anchise Agreement 4846-1929-7 | 54v.4 0 101080-000007 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. Page 52 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-'1 154v.4 0 I 0 I 080-000007 (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. Page 53 City of Kent - Comcast 2019 Franchise Agreement 4846-1929-7 r54v.4 0 I 0 I 080-000007 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. Page 54 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 154v.4 0 101080-000007 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