Loading...
HomeMy WebLinkAboutCity Council Meeting - Council - Minutes - 1/15/2019 Approved Kent City Council City Council Regular Meeting Minutes January 15, 2019 Date: January 15, 2019 Time: 7:00 p.m. Place: Chambers 1. CALL TO ORDER / FLAG SALUTE A. Mayor Ralph called the meeting to order at 7:03 p.m. 2. ROLL CALL Attendee Name Title Status Arrived Dennis Higgins Councilmember Present Les Thomas Councilmember Present Bill Boyce Council President Present Dana Ralph Mayor Present Satwinder Kaur Councilmember Present Brenda Fincher Councilmember Present Toni Troutner Councilmember Present Marli Larimer Councilmember Present 3. AGENDA APPROVAL A. Approve the agenda as presented RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Council President SECONDER: Les Thomas, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer 4. PUBLIC COMMUNICATIONS Mayor Ralph advised of the recent passing of Col. Joe M. Jackson and recognized his contributions to the United States and the City of Kent. A. Public Recognition 1. Oath of Office - Judge Michael Frans Mayor Ralph performed the ceremonial swearing in of Judge Michael Frans to the position of the Kent Municipal Court Judge. Judge Frans is replacing the recently-vacated office of Judge Karli Jorgensen. 2. Employee of the Month Mayor Ralph recognized Taylor Burns as the City's Employee of the Month for January 2019. 3. Proclamation for Human Trafficking Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 2 of 18 Mayor Ralph presented representatives from Kent Youth and Family Services with the Proclamation for Human Trafficking. Kyra Doubeck works with Kent Youth and Family Services in conjunction with the Kent Police Department. Doubeck expressed her appreciation and provided an example of the successful collaboration with the Kent Police Department in getting a girl out of the human trafficking system. Executive Director of Kent Youth and Family Services, Mike Heinish introduced board members and advised that their work with the Kent Police Department has helped them attack human trafficking to rescue men and women. 4. Recognition of Adopt-A-Street/Spot Partners Public Works Conservation Coordinator, Tony Donati provided a brief presentation regarding the City's Adopt-a-Street/Spot Partners. Donati recognized the volunteers and expressed appreciation of the work they do throughout the City. 5. Appointments to the Lodging Tax Advisory Committee Mayor Ralph advised of the appointments and reappointments to the Lodging Tax Advisory Committee. 6. Appointment to the Bicycle Advisory Board Mayor Ralph advised of the reappointment of Mel Roberts to the Bicycle Advisory Board. 7. Torklift Turkey Challenge Awards Torklift Content Coordinator, Kerstin Stokes, and Torklift Owner, Jack Kay provided a brief overview of Torklift's Turkey Challenge and conveyed the benefits of bringing the community together to contribute to supporting the Kent Food Bank. Over the past eight years, the Annual Kent Turkey Challenge has raised $158,398 and 55,566 pounds of food for the Kent Food Bank. Stokes recognized the top five monetary donors: Eberle Vivian, Pegasus NW, Inc, Kent United Methodist Church, Shannon and Associates and Chateau at Valley Center, and the top five food donors: Plemmons Industries, Sunrise Elementary, Seattle/Tacoma KOA, Grass Lake Elementary and Seattle Mabuhay Lions Club. Anytime Fitness won the Facebook contest. Mayor Ralph expressed her appreciation of Torklift's work supporting the Kent community. Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 3 of 18 B. Community Events Council President Boyce advised of recent and upcoming events at the accesso ShoWare Center and encouraged everyone to attend events. Councilmember Kaur invited everyone to attend "A Night of Healing" on January 21, 2019 from 6 - 8 p.m. in Council Chambers. This event is an opportunity to come together and reflect on the effects of gun violence and provide an opportunity to begin to heal as a community. Kaur advised of the "Under our Skin" workshop on January 26, 2019 at 9 a.m. at the Kent Senior Center. This event is organized by the Neighborhood Program and will provide an opportunity to have discussions on difficult subjects. Councilmember Troutner advised of upcoming Spotlight Series Events. C. Public Safety Report Chief Rafael Padilla introduced the newly-hired police officers: Matthew Fisher, Jordan Axelson, Joshua Arnett, and Andrehas Rodriguez and Mayor Ralph performed the official swearing-ins. Chief Padilla introduced the newly-hired lateral police officers: Jacob Mines, Jim Beemer, Patrick Baughman, William Fritsch, and Oscar Rodriguez and Mayor Ralph performed the official swearing-ins. Chief Padilla presented a life-saving award to Officer Taylor Burns for his work assisting King County Sheriffs with lifesaving efforts on a gunshot victim. Chief Padilla presented Officer Tessa Melville with a lifesaving award for her lifesaving efforts on a stabbing victim on November 9, 2018. Chief Padilla provided 2018 preliminary crime data. D. Economic and Community Development Report Chief Economic Development Officer, Bill Ellis presented the Economic and Community Development report that included information on the grand opening of Dick's Drive-in. Ellis provided an update on the closing of the Kmart property and the department's work communicating with the owners. Ellis indicated the Second and Meeker building has a new owner who is restoring the building facing and the Morrill Bank building is being reimaged to a more original look. The City is working with the parties regarding the Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 4 of 18 restoration. Ellis provided an update on the Naden Avenue property. The City and PSE have agreed upon the purchase and sale for the remaining parcel so that the City can obtain the right-in, right-out from WSDOT. Ellis indicated the purchase and sale agreement will be brought before the Council for approval soon. Ellis provided information on global trade and the supply chain management sector throughout the Kent Valley and provided details on the Kent Valley marketing update. Ellis provided a recap of the recent Aerospace Job fair held at the accesso ShoWare Center. E. Presentation on How Electricity Came to Kent Ella Johnson presented a report on "Electricity Comes to Kent." Johnson's presentation included a brief introduction to life before electricity, electricity comes to Kent in 1890, and life after electricity. Johnson's presentation included information on domestic life before electricity, business before electricity, transportation before electricity, the Kent Recorder, Kent Water and Light, the Power House, Puget Sound Energy, the first telephone, domestic life after electricity, transportation after electricity, entertainment after electricity and the Carnation company 5. REPORTS FROM STANDING COMMITTEES, COUNCIL, AND STAFF Mayor Ralph reported that she has testified in front of the House Ways and Means Committee and the House Appropriations Committee for the continuation of streamlined sales tax and is committed to lobbying on Kent's behalf in Olympia. Council President Boyce expressed his appreciation of the Mayor’s advocacy in Olympia on behalf of the City of Kent. Boyce serves on the Sound Cities Association Public Issues Committee. Recent discussion included information on the King County Parks Levy. Boyce provided a recap of today’s workshop presentations on drainage sustainability and K4C. Councilmember Larimer serves on the Sound Cities Association Advisory Council on Aging and Disability Services and recently participated in the strategy retreat. There are five legislative priorities and opportunities. Information on the priorities can be found at Agingkingcounty.gov. Larimer encouraged residents to call the Washington State Legislative hotline at 800- Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 5 of 18 562-6000 and ask for legislator's support for aging and disability services. Councilmember Fincher serves on the Sound Cities Association King Conservation District Advisory Committee and reported that the committee heard from member cities on what issues are most important to their jurisdictions. Fincher is the Chair of the Parks and Human Services Committee and reported that the human services two-year grants have been awarded to applicants. Fincher serves on the Arts Commission and reported that additional traffic controller boxes will be wrapped with art. Fincher advised of upcoming Spotlight Series events and invited everyone to attend an event. Councilmember Higgins is the Chair of the Public Works Committee and reported the committee recently recommended to the full council the residential parking zone for the Mill Creek neighborhood. Councilmember Kaur serves on the Sound Cities Association Puget Sound Clean Air Agency Advisory Council and reported that during the January meeting, the council heard a presentation on greenhouse gas emission reduction strategies. Additionally, the Council will be working on bills to reduce greenhouse gas emissions, the transportation package, and supporting the state's wood heat emission standards and increase funding for wood stove replacement. Kaur was recently appointed to the Domestic Violence Regional Task Force that will meet on February 7. Councilmember Thomas serves as the Chair of the Operations Committee and reported the details of the meeting can be found in the minutes. Thomas serves on the Puget Sound Regional Fire Authority Governance Board and reported that the next meeting is scheduled for January 16, 2019, at 3 p.m. at station 78 in Covington. Councilmember Troutner is the Chair of the Public Safety Committee and reported that the committee heard a presentation on the Game of Life Conference recently held at Kent Commons. Visit the Kent Police Department website for information on the recent conference and information on how to become a member of the Kent Police Youth Board. A. Chief Administrative Officer's Report Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 6 of 18 Chief Administrative Officer, Derek Matheson reported that the Council is preparing for the 2019 Strategic Planning Retreat that will be held February 1 and 2, 2019. The facilitator finished interviewing the Mayor and Councilmembers and a draft agenda is being prepared. Matheson indicated the Clerk's Office processed over 3,400 requests for public records and expressed his appreciation of the work of the Clerk's Office and City staff. Matheson’s written report is included in today's packet and that there is an executive session to discuss potential litigation and property negotiations and is expected to last 25 minutes with no action anticipated when the Council reconvenes. 6. PUBLIC HEARING There was no public hearing. 7. PUBLIC COMMENT Tim Brown, a Kent resident, expressed his appreciation of the Mayor lobbying in Olympia for Kent. Brown spoke in opposition of the proposed plastic bag ban. If the Council wishes to move forward with the ban, Brown asked that the Council send it to a vote of the people. Representatives from Living Well Kent Youth Policy Council invited everyone to attend the “Night of Healing” event that will be held in City Council chambers on January 21, 2019 from 6 - 8 p.m. The event will be a night of healing with an opportunity to bring people together and reflect on the effects of gun violence and provide an opportunity to begin healing as a community. 8. CONSENT CALENDAR Approve the Consent Calendar items A-S. RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Council President SECONDER: Les Thomas, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer A. Minutes of December 11, 2018, Workshop and Council Meeting - Approve MOTION: Approve the minutes of the December 11, 2018, City Council Workshop and Regular City Council meeting. B. Payment of Bills - Approve Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 7 of 18 MOTION: Approve the payment of bills received through November 15, 2018, and paid on November 15, 2018, and checks issued for payroll November 1, 2018 through November 15, 2018, and paid on November 20, 2018. C. Appointments to the Lodging Tax Advisory Committee - Appoint MOTION: Appoint Mohamad Abouelrous and reappoint Andrew Hutchison and Barbara Smith to the Lodging Tax Advisory Committee for three-year terms that will expire on December 31, 2021. D. Appointment to Bicycle Advisory Board - Confirm MOTION: Confirm the appointment of Mel Roberts to the Bicycle Advisory Board for a two-year term that will expire on January 1, 2021. E. Puget Sound Energy Easement at Marquee on Meeker - Authorize MOTION: Authorize the Mayor to sign the conveyance of an easement at the Marquee on Meeker project over Lots 3, 4, and 5 of the Riverbend Short Plat to Puget Sound Energy for gas and electric service, subject to approval of the Economic and Community Development Director and City Attorney. F. Consultant Services Agreement with Transportation Solutions, Inc, for the 4th and Willis Roundabout Design - Authorize MOTION: Authorize the Mayor to sign a Consultant Services Agreement with Transportation Solutions, Inc, for transportation engineering services for the 4th Avenue and Willis Street Roundabout Project in an amount not to exceed $79,570.00, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. G. A&E Contract with KBA, Inc. for South 228th Street Union Pacific Railroad Grade Separation Ground Improvements and Embankment Project - Authorize MOTION: Authorize the Mayor to sign an A&E Professional Services Agreement with KBA, Inc, for contract administration, management, quality control, and inspection services in the amount of $467,960.00 for the South 228th Street Union Pacific Railroad Grade Separation Ground Improvements and Embankment project, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. H. King County Solid Waste Division/Waste Reduction and Recycling Grant - Authorize Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 8 of 18 MOTION: Authorize the Mayor to accept the Waste Reduction and Recycling Grant in the amount for $178,192.00 for 2019/2020, establish a budget and authorize expenditure of the grant funds in accordance with the grant terms and conditions, and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. I. S.E. 248th Street Improvements Joint Utility Trench Agreements with Century Link, and Comcast and MCI Communications, and Schedule 74 Underground Conversion Agreement with PSE - Authorize MOTION: Authorize the Mayor to sign the Schedule 74 Underground Conversion Agreement with Puget Sound Energy, and the Joint Utility Trench Agreements with, Century Link, Comcast, and MCI Communications for the S.E. 248th Street Improvements Project - 107th Avenue S.E. to 110th Court S.E., subject to final terms and conditions acceptable to the City Attorney and Public Works Director. J. Goods and Services Agreement with Environmental Coalition of South Seattle - Authorize MOTION: Authorize the Mayor to sign a Goods and Services Agreement with Environmental Coalition of South Seattle, in an amount not to exceed $125,000, for the 2019 - 2020 Recycling Program, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. K. South 228th Street Corridor Washington State Transportation Improvement Board Grant - Authorize MOTION: Authorize the Mayor to sign the Washington State Transportation Improvement Board Fuel Tax Grant Agreement and any other necessary documents, amend the budget, and authorize the expenditure of the funds in accordance with the grant terms and conditions for the South 228th Street Union Pacific Grade Separation Project in the amount of $3.5 million dollars, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. L. Amendment to City of Covington Transmission Main Interlocal Agreement - Authorize Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 9 of 18 MOTION: Authorize the Mayor to sign an Amendment to the Interlocal Agreement between the cities of Covington and Kent for joint public works operations for Capital Improvement Project 1127 SE 272nd St (516) Improvements between Jenkins Creek and 185th Place S.E., subject to final terms and conditions acceptable to the City Attorney and Public Works Director. M. Leland Glen Bill of Sale - Authorize MOTION: Authorize the Mayor to accept the Bill of Sale from Cooper Ridge, LLC, for the Leland Glen Project as detailed in the summary below. N. Sound Development Short Plat Bill of Sale - Authorize MOTION: Authorize the Mayor to accept the Bill of Sale from Sound Development and Construction, LLC, as detailed in the summary below. O. Dwell at Kent Station LLC Apartments Phase 3 Bill of Sale - Authorize MOTION: Authorize the Mayor to accept the Bill of Sale from the Dwell at Kent Station LLC, Apartments Phase 3 as detailed in the summary below. P. Hawkesbury Division 3 and 4 Plat Bill of Sale - Authorize MOTION: Authorize the Mayor to accept the Bill of Sale from Schneider Homes Inc, for the Hawkesbury Division 3 and 4 Plat as detailed in the summary below. Q. 2018 Paint Line Striping/Raised Pavement Markings Replacement Project - Authorize MOTION: Authorize the Mayor to accept the 2018 Paint Line Striping/Raised Pavement Markings Replacement Project as complete and release retainage to Stripe Rite, Inc., upon receipt of standard releases from the state and the release of any liens. R. Labor Agreements with the Kent Police Officers Association - Authorize MOTION: Authorize the Mayor to sign the labor agreements with the Kent Police Officers Association for Sergeants and Officers and Assistant Chiefs and Commanders for the period of January 1, 2019 through December 31, 2021, subject to final terms and conditions acceptable to the Police Chief and City Attorney. S. Small Cell Franchise with New Cingular Wireless (AT&T) - Introduce Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 10 of 18 MOTION: - No Action Required - Introduction Only. 9. OTHER BUSINESS A. Lease Agreement with Half Lion Brewing Company, LLC for the Riverbend Golf Complex Restaurant - Authorize Parks Director, Julie Parascondola provided information on the proposed Riverbend restaurant lease with Half Lion Brewing Company, LLC. Parascondola provided a look-back at the Riverbend restaurant journey. She presented information on turning key challenges into a new way of thinking that included completing the 2018-2023 Riverbend Golf Complex Business Plan and removing the gross profit expectation and transition to flat monthly lease fee. In 2018, a survey of golfers/community provided the City with priorities regarding food/beverage was completed. In April 2018, a Request For Proposal was advertised. After months of negotiations, staff is now recommending moving forward with Half Lion Brewing Company, who will be creating a new subsidiary branch of their existing Brewing Company brand, d/b/a, “Half Lion Public House” at Riverbend. Parascondola reviewed the lease terms and its alignment with the 2018-2023 Riverbend Business Plan. Next steps include finalizing the lease, renovation approach, set a soft opening in May, sending out a joint press release, begin integration and engagement with Half Lion and Riverbend golfers through meet and greets, and continue collaboration and success. MOTION: Authorize the Mayor to sign all documents necessary to enter into a lease agreement with Half Lion Brewing Company, LLC, d/b/a Half Lion Public House, for the restaurant at Riverbend Golf Complex, subject to final terms and conditions acceptable to the Parks Director and the City Attorney. RESULT: APPROVED [UNANIMOUS] MOVER: Brenda Fincher, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer B. Kent Townhomes Rezone Ordinance – Approve (QUASI- JUDICIAL) City Attorney, Pat Fitzpatrick advised that an open record hearing regarding this rezone occurred before the City’s hearing examiner on December 5, Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 11 of 18 2018. People owning property within 300 feet of the subject property were notified of the hearing, and no person appeared to oppose the rezone. Staff recommended approval and on December 18, 2018, the Hearing Examiner recommended the rezone be approved. The property subject to this rezone is located at 23901 108th Avenue SE in Kent, and a map of the parcel is in your agenda packet at Page 467. Because this is an issue of changing the zoning on a specific parcel of property, this is a quasi-judicial matter. Typically, as a city council, you sit as a legislative body making policy decisions for the City. However, in this quasi-judicial matter, you are changing hats. In your quasi-judicial capacity, you act as a panel of judges determining the rights of a specific property owner. The appearance of fairness doctrine applies to your actions as a quasi-judicial panel. The appearance of fairness doctrine is set forth in the Revised Code of Washington, and was established to ensure that you, the decision-makers, are impartial and free from outside influences. Fitzpatrick indicated, in order to ensure this, we need to establish the record that you are qualified to consider this matter. Fitzpatrick asked the following questions of the councilmembers: 1. Does any member of the council have knowledge of having conducted business with the proponents of this rezone? No councilmember responded that they had knowledge of having conducted business with the proponents of this rezone. 2. Does any member of the council have either a pecuniary or non- pecuniary interest in the outcome of this proceeding? Councilmember Thomas was uncertain if he had a pecuniary or non- pecuniary interest in the outcome of this proceeding, so he recused himself from voting on this matter. No other councilmember responded. 3. Does any member of the council know whether or not his/her employer has a financial interest in this matter, or has an interest in the outcome of this proceeding? No councilmember responded that they knew whether or not his/her employer has a financial interest in this matter, or had an interest in the outcome of this proceeding. 4. Does any member of the council live or own property within 300 feet of the property which is the subject of this proceeding? No councilmember responded that they live or own property within 300 feet of the property which is the subject of this proceeding. 5. Other than what was established in the record that is in the council Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 12 of 18 agenda, does any member of the council have any special knowledge of the substance or merits of this proceeding which might cause the council member to prejudge the outcome of this proceeding? No councilmember responded that they have any special knowledge of the substance or merits of this proceeding which might cause the councilmember to prejudge the outcome of this proceeding. 6. Does any member of the council believe that he or she cannot consider this matter fairly and impartially? No councilmember responded that they believe he or she cannot consider this matter fairly and impartially. 7. Is there any member of this audience who, because of the Appearance of Fairness Doctrine, wishes to disqualify any member of the council from hearing this matter? If so, please state the name of the council member and the reason or reasons you believe the member should be disqualified because of the Appearance of Fairness Doctrine. No members of the audience responded. The record has been established that you are qualified to consider this quasi- judicial matter. Senior Planner, Jason Garnham, will make a presentation. Remember that the hearing has already occurred. In your packet is the decision of the hearing examiner and the exhibits that were considered. You are being asked tonight to approve the rezone based on that record as recommended by the hearing examiner and staff. The motion to do so is in the Agenda at Page 462. Senior Planner, Jason Garnham, made the staff presentation that included the request to rezone a vacant one-acre property located on 108th Avenue S.E. just Northwest of its intersection with SE 240th Street. Garnham detailed the difference between the "CC" Community Commercial and "MRT- 16" Multifamily Residential Townhouse zonings. The applicant property owner intends to develop the site with 14 townhouse units and a multifamily design review application has been submitted. Garnham detailed the surrounding zoning and indicated the MRT-16 zoning is consistent with the comprehensive plan land use designation and that the proposed development is consistent with the vision for mixed use areas. Staff and the Hearing Examiner recommend approval. MOTION: Accept the Findings, Conclusions, and Recommendation of the Hearing Examiner on the Kent Townhomes rezone application and adopt Ordinance No. 4303 approving the Kent Townhomes Rezone application from CC (Community Commercial) to MRT-16 (Multifamily Residential Townhouse). Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 13 of 18 RESULT: APPROVED [6 TO 0] MOVER: Bill Boyce, Council President SECONDER: Toni Troutner, Councilmember AYES: Higgins, Boyce, Kaur, Fincher, Troutner, Larimer RECUSED: Thomas C. Ordinance Establishing Franchise Application Requirements and Process for use of City Right-of-Way - Adopt City Attorney, Pat Fitzpatrick advised that there is an ordinance before the Council to establish a process for franchise applications and that the FCC rules regarding small cells went into effect on January 14, 2018. The City needs to establish a process for processing franchise applications. This ordinance is an emergency ordinance, that if passed, will become effective immediately, however the motion must be approved by a majority plus one of the Council, which would be five votes. Assistant City Attorney, Christina Schuck gave the staff presentation to the Council regarding the ordinance for franchise applications for use of right-of- way. Schuck advised there will be a new chapter 6.15 of the Kent City code for the franchise application process. This is necessary to standardize the process to comply with deadlines in the new FCC Order. The ordinance details the application contents and completeness review. Applications will be for utility or services providers, not cable or water/sewer districts. MOTION: Adopt Ordinance No. 4304, creating a new chapter 6.15 of the Kent City Code to establish franchise application requirements for the use of City right-of-way, declaring an emergency, and providing for an immediate effective date for the ordinance. RESULT: ADOPTED [UNANIMOUS] MOVER: Les Thomas, Councilmember SECONDER: Bill Boyce, Council President AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer D. Transit Operations and Maintenance Facilities Interim Zoning Ordinance - Adopt City Attorney, Pat Fitzpatrick advised that Hayley Bonsteel, the City’s Long- Range Planning Manager, is going to present the background for the Transit Operations and Maintenance Facilities Interim Zoning Ordinance. Fitzpatrick indicated that this is an interim ordinance that provides for a temporary zoning code change to the Midway Subarea. The effect of the ordinance is to prohibit transit operations and maintenance facilities in the north Midway Subarea (MTC and MCR Districts), and specifically allow them Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 14 of 18 in the south Midway Subarea (CM-2 District). In accordance with RCWs 35A.63.220 and 36.70A.390, an interim zoning ordinance may be effective for up to six months unless renewed or repealed, and a public hearing must be held within 60 days of the adoption of the interim ordinance. As a result, the ordinance provides that a public hearing will occur at the February 5, 2019, council meeting. Moreover, the ordinance directs staff to prepare a permanent zoning ordinance for transit operations and maintenance facilities for consideration. Due to the detrimental impacts to the area that will be caused by siting an operations and maintenance facility in the MTC and MCR Districts, an emergency exists, and it is imperative that the ordinance become effective immediately upon adoption. In order to become effective immediately, the motion to adopt the ordinance must be approved by a majority plus one of the full council, or five members of the council. Bonsteel presented the staff report as follows: ▪ Knowing light rail was coming, the City invested significant resources in a robust visioning exercise, the Midway Subarea Plan. The Plan welcomed light rail, planned for its success, and provided a framework for future decision-making. ▪ Community engagement guided the vision and the region recognized this approach, as evidenced by multiple agencies using it as the basis for station area design decisions, as well as writeups on local transit blogs. ▪ Midway Goal (Recital H) “create a dense, pedestrian-friendly, sustainable community that provides jobs, housing, services and public open space around nodes of HCT while maintaining auto- oriented uses between transit-oriented nodes.” - envisioned a well- designed built environment, including pedestrian-friendly streetscapes, multimodal connections and a variety of housing types and jobs that support transit use. ▪ Framework guided zoning changes, including establishing new zones for the dense, urban pedestrian-oriented development that takes full advantage of HCT and brings a host of benefits to the area. ▪ Distinction between N of 245th and S of 245th (Recital J) - transit- oriented community to the north (high intensity transit supportive mixed use with a residential focus and strong pedestrian orientation with no single use, big box industrial or auto dependent uses) and highway commercial corridor to the south (wide range of community, citywide or regional commercial and light industrial uses that are primarily vehicle dependent). ▪ New zones purpose - MCR and MTCs - dense and varied retail, office and residential, with a pedestrian orientation. Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 15 of 18 ▪ Every eventuality could not have been considered, and new use categories were not added at that time. ▪ Existing use category of “transit facilities” was obviously permitted in the new zones, as they were all about attracting light rail. Characteristics of light rail stations include that they primarily serve passengers, attract activity, catalyze dense development, and are about 5-7 acres in size (KDM: 6 acres, SL: 7 acres). All these characteristics were welcome in the new MCR and MTC zones. ▪ We’ve learned that Sound Transit is considering a very different kind of transit facility for the Midway area. OMF, which has very different characteristics: 30 acres, active at night, not beneficial for pedestrians, doesn’t attract interest or activity. Brings jobs (relatively low intensity: 300 jobs over 30 acres). Size is more than 22.5 football fields. ▪ OMF might be more similar to outdoor storage of trucks, heavy equipment, contractor storage yards than it is to a light rail station. ▪ Those kinds of outdoor storage of trucks and related uses are not permitted in MCR/MTCs, as one might expect. But they are permitted in CM2. CM2’s purpose is to provide are for a combination of retail, small scale light industrial, heavy commercial, wholesale, advanced manufacturing. ▪ Characteristics of OMFs or outdoor storage of trucks, any use like that, might not be our first preference but that doesn’t mean they don’t belong anywhere, just that they must be carefully sited. We have a zone appropriate for that, and it’s appropriate in terms of adjacency to I-5 light rail alignment as well-CM2. ▪ This ordinance defines both types of transit facilities to differentiate them, and zones OMFs to be allowed in CM2 and not in other zones. ▪ OMFs were not contemplated at the time of the Midway zoning changes but it’s safe to say they don’t meet the intent of a “safe urban place where buildings hug the edge of generous sidewalks… aesthetically pleasing, where sights, smells and sounds make it a place to linger and enjoy.” ▪ So to protect MCR and MTC zones, to ensure an OMF can be a benefit to our community, to set the stage for a win-win that meets the goals of both agencies, and to meet the shared vision, this ordinance invites Sound Transit to work with us to site an OMF in CM2. Councilmember Higgins spoke in support of the ordinance and in opposition to Sound Transit siting the operations and maintenance yard on the Lowe's and Dick's Drive-in properties. Mayor Ralph provided additional background. In November 2018, Sound Transit informed Kent of the proposed locations for the operations and maintenance facility that included the Lowe's and Dick's Drive-In properties. Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 16 of 18 Mayor Ralph advised that the Midway landfill has been capped, treated, measured, and monitored and is owned by Seattle Public Utilities. The Lowe's and Dick's site is not appropriate for the operations and maintenance facility and the Midway landfill property is appropriate an appropriate site for the facility. Mayor Ralph has requested Sound Transit remove the Lowe's and Dick's Drive-in sites from the list of potential properties that would be included in the Environmental Impact Statement process for the operations and maintenance facility. Mayor Ralph advised she is committed to doing everything in her power to get the Lowe's and Dick's properties removed from the list and that Kent is willing to work with Sound Transit to make the landfill site a win -win for the City and Sound Transit. Mayor Ralph indicated that the City has the support of the City Manager of the City of Des Moines and the Mayor of the City of Federal Way. Councilmember Peter von Reichbauer has sent a letter to Sound Transit supporting Kent's position. MOTION: Adopt Ordinance No. 4305, amending title 15 of the Kent City Code to establish interim zoning for transit operations and maintenance facilities in the Midway Subarea, setting a date for a public hearing, declaring an emergency, and providing for an immediate effective date for the ordinance. RESULT: ADOPTED [UNANIMOUS] MOVER: Marli Larimer, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer 10. BIDS A. Lake Meridian Park Bathhouse Repair Project Bid - Award Parks Director, Julie Parascondola provided information regarding the Lake Meridian Park bathhouse repair project bid. MOTION: Award the Lake Meridian Park Bathhouse Repair project to A-to-B Builders LLC, in the amount of $677,942.10, including Washington State Sales Tax, and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Parks Director. Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 17 of 18 RESULT: APPROVED [UNANIMOUS] MOVER: Brenda Fincher, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer B. Kent Valley Signal System Upgrade Bid - Award Public Works Director, Tim LaPorte presented information on the Kent Valley Signal System upgrade project. MOTION: Award the Kent Valley Signal System Upgrade project to Northeast Electric, LLC, in the amount of $802,869.00 and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. RESULT: APPROVED [UNANIMOUS] MOVER: Dennis Higgins, Councilmember SECONDER: Brenda Fincher, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer C. Historic Dvorak Barn Relocation Project Bid - Award Public Works Director, Tim LaPorte presented information on the Historic Dvorak Barn Relocation project bid. MOTION: Award the Historic Dvorak Barn Relocation project to Nickel Bros., in the amount of $159,494.50 and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. RESULT: APPROVED [UNANIMOUS] MOVER: Dennis Higgins, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Higgins, Thomas, Boyce, Kaur, Fincher, Troutner, Larimer 11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION At 9:45 p.m, the Council convened into executive session. At 10:23 p.m, executive session was extended an additional 10 minutes. At 10:31, the Council reconvened into open session. A. Current or Potential Litigation, as per RCW 42.30.110(1)(i) B. Property Negotiations, as per RCW 42.30.110(1)(b) to consider the acquisition of real estate for purchase. 12. ADJOURNMENT Kent City Council City Council Regular Meeting Minutes January 15, 2019 Kent, Washington Page 18 of 18 With no action following executive session, the Mayor declared the meeting adjourned. Meeting ended at 10:32 p.m. Kimberley A. Komoto City Clerk ADOPT-A KentWA.gov/Adopt-A-5pot 253-856-5500 ,al!\./ Io rponsor thir spotr SPOT KentWA.gov/Adopt-a-Street-x\/KENT 253-856-5500 ADOPT.A-STREET You can make a difference. Paula S I 1 t'iizl 4 --'l\ , "6 )i ' --l '.1 i;flv \ .-,..qt,&i. Eti... id{}pVl.'.rJJ.t pueu llosraEul I t I(\b ,, _H r)(,"i hb,t 1t ,ll \ -;, l l \ {e"r:i::b' :/' Jeff S. 'r?F.r:g : I q-j'-j' Y '1, 1 Family Kent Unit*d Meth<ldist New Hope Presbyterian in Kent F-AliTH lJ,\ I \* : i: ct*'.j t,''lV-- l i '',!l iat ft{sr e r e} .f'.L B rcLS Creek I f KentWA.gov/Adopt-a-Street 253-856-55ooJh ADOPT.A-STREET You can make a difference. t+tiIir lllllllr iiliNlN + I B +-'-lli ;i'fl )iiI * t- ',, ADOPT-A l(entWA.gov/Adopt-A-Spot 253-856-55006li Io sponsor this lpot: SPOT 8 Adopt-a-Spot Groups 24 Adopt-a-Street G rou ps 458 Bags of Trash 745 Volunteer Hours Want to make a difference in your community? Learn how you can help Keep Kent Clean, visit: KentWA.qov/TalkinqTrash or KehtWA,gov/Adopt-a.stret 253-856-5500. r2\ ADOPT.A.STREET Vo! (an mle a difereft€, + ll,r,,',r, 'j,;it.jr.i lkntlYA,gov/Adopt A-Spot 253-856-5500 lo rponror tiir tpot: V ADO 6l!# lBagAtATime Call 253-856-5589 The 8th Annual Kent Turkey Challenge B Years of Community Service Overall, the Annual Kent Turkey Challenge has raised over $Lsg,ggg and 55,566 pounds of food Turkey Challenge Coloring Contest Winners! Vols for lh3 2Ol9 ll.lnt.fl ) fE:t lY,i i'l -xr. ^fu(:7 )a., )n4 (b One lucky winner was chosen from each participating school and one non-school participant to win an electric scooter prize! Sunrise Elementary Congratu lations Prabhleen ! Age 9 2919.Xgllqll .ffi .# "#Name: .r l, , . ---.Age:-, Grass Lake Elementa ry,.*? Congratu lations Erika ! Age 11 Congratu lations Lily ! Age 10 2gtL$qr'_igrl Age: lil ,# .* Name: i,iil Rn..iuul Spri ngbrook Elementa ry .G\ t .,ffin ,€i "]A.-At1-- "& lnstructlons on Age:e Non-School Entries 7Ut! tut frrs 2oll_Igd-erl Name Tcp 5 Monetary Donators \1Chcllcnge Age: L. Eberle Vivian 2. Pegasus NW lnc. 3. Kent United Methodist Church 4. Shannon and Associates 5. Chateau at Valley Center, Residents and Employees *'ff,l,lii,'fn Congratu lations Max! Age 7 $c,ooo $z,ooo Sz,ooo Sz,ooo St,ooo J Families received a full turkey or chicken, % gallon of milk, one dozen eggs, a pie and more for Thankgiving! Top 5 Food Donators L. Plemmons lndustries S,2gG ltems 2. Sunrise Elementary 4,3L3ltems 3. Seattle/Tacoma KOA L,259 ltems 4. Grass Lake Elementary L,LL9 ltems 5. Seattle Mabuhay Lions Club 992ltems Congratu lations to ou r Facebook Win ners ! AnYtime Kent, Club Manager Terri Stradley (left) and Trainer Reiney Meyers (right) will be enjoying a trip to Las Vegas as their prize for their Facebook entries! Thank You ! ln 201-8... We were able to feed"'Which rneans we helped fegd... Thank you for your help in reaching our goal that families in our community will be able to share a Thanksgiving meal with their loved ones! City of Kent Police Deportment iE*u, .,!, t.. fr,*.,n i":l \, :*.-rt '1:rr t. }'{ Community Policingtt ,aa Io(. Swearing ln . Matthew Fisher . Jordan Axelson . Joshua Arnett o Andrehas Rodriguez ,l r:i '{i i ! I . Jacob Mines . Jim Beemer . Patrick Baughman . William Fritsch . Osca r Rod riguez tl I Swea ri g ln fit I Lifesavine Award. Officer Taylor Burns . Officer Tessa Melville --q*"Stft!k.* ?ofrce Deyartment Oatfi af Office ?ofr.ce Offirer POLICE Clty of Kont Police Deparlment, Standard 1.1.1 KENT Wa5stNGrot r, ?atricft tsaughmart, do sofemnfy swear thatr wiff Sear true faitfr anf affeg-iance to theanftef States of America, in" State of'Wa!.yTton, and tfre City of Kent, that I wift uyhofd tfre corutitution- oitr tnu fatws of tfreunited States and the State of ^washii,gton, and tfrat r wiff_obuy tfr.e ntfes and rrgutitioru of tfi"e 3(ent ?oft,ce Deyartmeytt. Rafaef ?affiffa, Chief of "ofr.ce Su6s crtbe d and Sw orn t o before me tftis J6L?Wary IS, zorg Dana nafufr, i, \' \'{ j ,, 'ffi-,-il., , r*'tq,,1 I .1i,1 l;t;rt,,,t 't/'1'.,1t'''' n,. n.n,o " n '''"t,. ( lll' 1.1 1r' \' ?ofr,ce Department Oatfr of office ?ofrce Offiter POLICE Clty of Kent potice DEpartmsnt, Standard 1.1.j KENT WAsHTNGtoN r, ^l'viffia?rL fritscfr., do sofemnty swe,ar that rwitf 6ear true faitfr. and atdgiance to theunited states of America, 1n, State ofwa;nyotun" and the city of l(ent, tfi,at r wiffuyfrof{ tfie Constitution- artd tfie faws "1 ,i,anfted States and tfie state of wasfrfur"oilntr tfi,at r witt oSty tfi.e rures int rrgutn:trr* of tfre J(ent ?ofrce bryortmerrt.M Signed nafaef rafrffa, Cftief of "oft,ce Subs crihed and Su orn t o 6efor e me tfi.ts JaLTtLtffia $, Dana Rofufr., KENT ?ofr,ce Deyartment oatfr of office ?ofrce Offiter WASBTN6TdN POLICE I, Jacob Svlines, do sofemnfy swear tfrat r wiff 6ear tnre faith an{ affegiance to the ,Ltnited States _of Americq tfre state of ^washingtora and the City of J(ent, that r wift uyhoft tfre Constitution anfthe faws of the ,ttnited States and tfr.e State of ^wasfrirtgtorl" and that r witf obey tfre rufes artd regufations of the J(ent fofr,ce Deyartmertt. ' {b-- Signed nafaef radiffa, Chief of "ofr.ce Subscrihed anf Sworn to \efore me this Jal?Tttary I I Darta nafufi, City of Ksnt Police Dopa.tment, Standard,l,l.l 1\il\it", i1170 ,, ':. "1.'i,.11 ;, ,'' ",'t*t,' t rl. . 'i/, tt'r,r,r,a,r,r,rr,r,r,r,.t' rl rr' KENT ?ofrce Department oatfr of office ?ofrce Offiter WlsHttroToN POLICE r, Jim Beemer, do sofemnfy swe,ar tfrat r wiff6ear true faitfr and attegia?Lce to tfi.e ,r,rnitef States of America' tfte S_tate of ^wasfiington" an{ tfr.e City of J(ent, that t itr uyfroft theConstitution and the fwws of the ,l,tnited statesand the State of ^washingion" and tfiat I wiftobey the rufes and "ugitotions of the xeit ?ofi,ce Deyartment. R^afaef?affi.ffa, Cfiief of nofr.ce Subscrihe{ an{ Sworn to 1efore me this Jclln:uwy lS,19 Dana nafufr, City of Kont Police Department, Standard 1.1.1 \g\f oii?,i1 r', ',. ,41.'rt,.. ,tt)'lr KENT ?ofrce Deyartm.ent Oatfr of office ?ofrce Offiter WaSHTNGToN POLICE I, Jordan Axefsort, do sofemnfy swear that I witf Sear true faitfr. and affegiance to theAnfte{ States "f America, the State of^lUashington" artd the City of J(ent, tfi.at t wiff uyfioftr,tfr.e Constitution an{ the faws of theunitef States and tfi.e State of ^wasfrington" and that r wiff obey the rufes and regufitions of tfre J(ent ?ofice Deyartrnerrt. Signed B.afaef?affi.ffa, Cftie ?ofrce Subscrihef and Sworn to hefore me tfris JtWu.ary 201I Darta Rofufi., Ciay of Ksnt Polics Depa.iment, Stand6rd 1.1.t KENT ?ofr,ce Deyartment Oatfr of office ?ofrce Offiter W sHltrcroN POLICE f, Matthew fisher, do sofemnfy sweaar that Iwift Sear true faitfr and affegiance to theAnftef States of *nerica, the State of'Wasfiington, an{ tfr.e City of JCent, tfr.at t wiff uyhofd the constitution anf the faws of tfieunite{ States anf the State of 'wasftington" and that r wiff o6ey tfie rufes and rngufotions of tfi.e J(ent ?ofr,ce Deyartmertt. ,4r' "Witness:rafaefraffiffa, Cfr ?ofr.ce Subscri.hed aytf Sworn to hefore me this J6l7t:tlary 2ot9 I,l r{ Darta nafufr,or KENT ?ofrce Deyartment oatfr of office ?ofrce Offiter WAsHTNGToN POLICE r, Jos frua Arnett, do sofemnfy swear tfrat Iwift6ear true faitfr frntr affegiartce to tfieUnited States of America,the State of^lUasfrington, anf the City of Jent, tfrat I witt uyfrofd tfi.e Constitu tion and the faws of tfr.e United States and tfre State of 'Wasfrington and that I wiff obey the rufes and regufations of the J(ent ?ofr,ce De nafaef faffi.ffa, Cfrief of nofrce Subscrihed and Sw orn to hefore me this Je.wttary 15, 2O1g Dana Rafufr, Cily ot Ksnt Polic€ Ospartmsnt, St.ndard 1..1..t rlri t KENT ?ofrce Deyartment Oatfr of OfficeWasHINcToN POLICE ?ofr,ce er f, Andrehas Ro{"ULLez, do sotemnfy swe6ur tfrat I wiff 5e 6ur true faitfr anf affegiance to tfi.e 'Ilnitef States of america, the State of'Wasfiington,anf tfie City of Jent, that I w itt uyfr.otff the Constitutiort and the fqws of theUnited States and the State of ^lfiasfrington, anf tfrat I wift obe y tfre ntfes an{ regufations of tfre J(ent ?ofr,ce De nafaef raditta, Chie ?oft.ce Subs criSed and Sw orn t o before me this JcLWLtary rS, 2org \ Darta Rofufr' l' ''',rrrrllf llllltt,,r,.' ,..:i',rJ," "rrtr,l '','i,l...'r')\iP*i't?li'r":,, ll "'',11i.,!,i ', ',,i,(,.,,:. . "4 lt,.,r,r",r,r,,,r,,,r,,,J"' , ti' \r City of Kont Pollce Depaftment, Standard 1.1.i ?ofr,ce Department Oatfr of office ?ofrce Offiter POLICE City of Kont Polics Department, Standard 1.1,1 KENT W sHtNGToN r, oscar Rod"ULLez, do sofemnfy swezar tfrat rwitf 6ear tnte faith anf affegiance to tfreunited States of America, -the State of^l'va!.inoton, and tfre City of JCent, that t witt uyfioftr tfr.e constitution- artd the {anys of tfieunited States anf tfi.e State of 'washii.gton, an{ tfrat r wiff-obny the rufes and rrgutitioru of tfre J{ent ?oftce beyartmertt. Signetr fu" nafae(raffiffa, Cfrief of "ofrce Subscrihed and Sworn to before me tfris JnL?t:UffiA $,I Dana nnfufi., n1,ir,,fi j'i lri, ti^L r1,,,, ;7r;l"'0rr,,.,r,,"n,,,,n'"' (,ii \r/\ r , ll/.t4,t'7r, I I '' I "1 .,i<,'-:,ri':1:l,i::1 :.:: :! : : Economic Development Update Bill Ellis, Chief Economic Development Officer January L5,20L8 ;t..: I i!,::,".,-i1\ i r' ;l :,.! . ,;l*...4 KENT Jr(Lt'( K#rWAsHrNcroN Dick's Drive-ln Now Open Photo Credit: Josh Trujillo SeattlePl.com ft Keift Kmart Property - What's Next? .x"iI\.-z 6sP1 pagil{ 2nd & Meeker Buildings Update J{VL "b '( .rKeirt Concept Evaluation Under Renovations />\.-r- KENT Morrill Bank Building REIMAGINING THE MORR|tt BANK BUIIDING I Kenr, woshinsron SUMMARY REPORT I COMMUNTTY DESIGN CHARRENE r,l I I - ^{.@ Morrill Bank Building Charrette .or.ar wdr dlthdllyr ft Kefft llri,rr;,i :ii! it, ,i..t !rr:r.Jiir,rtrd t.j r:nl.l .^\,-/ KENT Morrill Bank Building: Visioning t: I' ,#*r, *-*{!tr il,ri i.- Naden Ave U pdate rF.t.sl l.r- ' .-/},,*l'"-"-'" KENT :',1 ,sE:, : ?i k I. i "i'a 'l * $ !*t .t l ._ti'r,: n. :YL(r K.alcr{ VN arxt"-*"d KENT K€nr valley srudy area Global Trade & Supply Chain Management Sector Ke nt Va lley StU dy Afea "core" Jobs in Global Trade and Supply chain Manasement, Kent valley, 2008-2017 II ir).{lr,l 36,200 'illllllll 40.000 41,t00 '/al6 2a: / :...j $nrJ?{'e d6br&dv, e,t I Sources: Puget Sound Regional Council, 2017; Community Attributes, tnc., 20L8. The Kent Valley Globol Trode and Supply Choin Monagement sector (including wholesoling) constitutes 19% of Washington's total statewide employment in this sector.i Atb'*a.Sector is 74% of totol Kent Volley employmen but brings $164 million in state tox revenue.'zx\-./ 6PP1 JYL9'( rcer{t Kent Valley Marketing Update Greater Seattle Partners Update # GREATER SEATTLE ilARIl.lIRs '!:i ri; r !i i. i We arc k starttp ho&l Ple.e tffie bdk e@ to w ou. P4runeil @b pt6en.e. .1L+': ;irit.ri ln Kent, we make things that not only travelthe but fly into Aerospace Job Fair @ accesso ShoWare Center kecruns ;#t-, c$lTtR0FtxcElt${cErnNtrff a rifl i&nqraa[]0{m fhank you lo our sponsorsl COMCAST BUSINESS BEYOND FAST -Port j of Seattle' Aerospace Job Fair @ accesso ShoWare Center k l3Aerosp rqtlc Loe FAIR' }id- ,401"4p.y 7..o1n 2a",f1ea. ,j.:...: i+ r 11..!.,r ii qce R.sililt. atitiquos tnoughout ilil' dny Fvant Ends 1oilnr 12pm 2pnr 6prr kilarvrav Strlls Workslop ,ntervi€v sfi rlis Vr'orkshop lntcryrc\y Skrlls Worksxop 8am Ernployer Boolh sai up ganl Door6 opetr 9:1$am Wclcomc KiclOtl L:AeuJ BIEICIU !o ii,iAerospq q#*3.,P-"ltis' & AFA AEROSPACE FUTUBES AI!IANCE Presented by In partnershipwith KENT i msnrr',. sPACt coAilTt0N Aerospace Job Fair @ accesso ShoWare Center Photos Courtesy of: Aaron Ferrell I Aerospace Joint Apprenticeship Committee (AJAC) Thank you. WEllis@KentWA.gov | 253-35 6-5707 KENT t'*k mwssr* l. Life Before Electricity 2. Electricity comes to Kent in 1890 3. Life After Electricity All house work to be done by hand Many families had staff to help with house work Kerosene lamps and candles lit the city. The downtown had no power or street lights, after dark a more dangerous area. Kent was famous for hops to produce beer. Before the turn of the century, there was an infection of the hops crop. We began to look for alternative products including lettuce and dairy. CorD." U.'r Cv..l. t.lri A/'. .tod tlw fl 0l,tf -!'u Rlt5 fl tfts. In 1875 it was said to take two to three days to and from Seattle on roads. Alvord's Landing on the Green River was a center for river boats. Steam engines like the Lily were run by Captain JJ. Crow --;-. 1889 The Kent Recorder (Kent News Journal) published for the first time. 6. U/albridqe, Alexander Graham Bell was awarded a patent in1876 for his telephone Electricity in homes became common in the 1890s 1878 DC had a 24line switchboard 1891The YWhite House got power Early distributors of water Organized by the Guiberson Brothers, Will J, Shinn, and Captain JJ. Crow Signed a25year franchise agreement in 1891 Company was valued at $3,000, today that is $83,368 *:€;r *.ffli!*{s 'r *" t I , " .t i + I l--L Trt:, fn sit 6 ry u rg.EE,,jJ It. - Corner of 6th and Meeker Interurban train yard for storage. ,il 0 F tr- I fi L n tb" ,I ttjt 1902 Kent changed providers to the Interurban Railroad Company which would become Puget Sound Power and Light Company and then Puget Sound Energy. I Tmma, Wroh,,........t::,. :::.,..:!r.'l9ll r" PUGIT SOUND ftfCTRlC RY., o'. oftut rrrs A srtEr Tdqft@ Private Ex.turye 5 t. e,i. :\a l', :.1,.:1. 1902 in Dr. Soule's Drug Store Gussie Rogers ran the phone office until L957 r' As electrical products became more widely available they replaced hired staff Only very wealthy families would keep staff in their homes A 20 bed hospital was built in 1900 by Dr. Taylor which had electricity 1903 Dr. Taylor performed the first successful cesarean operation west of the Mississippi First car in Kent 1905 one cylinder 'oBrush" owned by Jim Finley Dr. Taylor was among first to own a car, a "Mitchell" The Interurban Railroad was built through Kent between Seattle and Tacoma in 1901. *. fr3$ l1 /i c & Radio KJR in Seattle started Odd Fellows Lodge on West Meeker Street inl907 Started in Kent in 1899 Bought their first canning machine in 1901 1900 j;_ _1 1907 ! t: itr"rltlf tc? L920 1930 Cows in Kent listening to the radio. Kent City Council's Operations Committee Notice of Ordinance Granting a Cable Franchise to Comcast Cable Communications Management, LLC Public Comment Opportunity NOTICE IS HEREBY GIVEN that the Kent City Council's Operations Committee will take public comment on an ordinance granting a Cable Franchise to Comcast Cable Communications Management, LLC during its regularly-scheduled meeting on Tuesday, January 15, 2019, beginning at 4 p.ffi., or soon thereafter as business permits in the Kent City Council Chambers at Kent City Hall | 22O Fourth Avenue South, Kent, WA 98032. The proposed Franchise Agreement can be obtained from the City Clerk. Members of the public may also submit written comments at the meeting, or in advance by regular U.S. Mail to the City Clerk's Office,220 Fourth Avenue South, Kent, WA 98032, or by electronic mail to cityclerk@kentwa.gov. Any written comments sent in advance must be received no later than 4 p.m. on January 15, 2Ot9 in order to be considered. Any person requiring a disability accommodation should contact the City Clerk's Officein advance at 253-856-5725. For TDD relay service, call the Washington Telecommunications Relay Service at 7-t-L. Kimberley A. Komoto City Clerk 253-856-5725 NL COMCAST The Honorable Dana Ralph Mayor, City of Kent Dear Mayor: Acknowledged and agreed to this _ day of City of Kent, Washington Draft for Discussion Purposes Only January_,2019 1899 Wynkoop Street Suite 550 Denver, CO 80202 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 ordinan-ce (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 sp-ecifically 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 grant of one hundred thousand ($100,000) dollars ("PEG Equipment Grant") to the City within ninety (90) days following the date on which the Frdnchise 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 thg 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;4ssigns. 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 tfre, Franchise. It is understood that fulfillment of these obligations is also necessary and pan ofthe consideration to secure the renewed Franchise. Management, LLC Date: By: Its: 4843-337 8-52 10v. 1 0 10 I 080-000007 2018 Date: 4843 -337 8 -5210v .1 0 I 0 I 080-000007 coMcAST CABLE COMMUNICATIONS MAI{AGEMENT, LLC, AND THE CITY OF KENT, WASHINGTON CABLE FRANCHISE AGREEMENT TABLE OF CONTENTS SECTION 1. (A) (B) DEFINITIONS AND EXHIBITS DEFINITIONS............. EXHIBITS I I 7 7 7 SECTION 2. GRANT OF FRANCHISE Grant Use of Rights-of-Way Effective Date and Term of Franchise Franchise Nonexclusive.............. ..........r.. Police Powers...... Competitive Equity 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 .8 .9 ...............9 ...............9 ...............9 ............. I 1Familiarity with Franchise ........,. :...... i............... Effect of Acceptance CONTROLS Late and Overpayments. Compensation. Legal Compensation............. Commitments Not Franchise Fee Payments Financial Records..... Payment on Termination............. SECTION 3. 3.1 J.Z 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3'.1'l' '"3,12 3.13 3.14:' SECTION 4. ADMINISTRATION AND REGULATION Authority Rates and Charges................ Rate Discrimination Filing of Rates and Charges................. 4.1 4.2 4.3 4.4 15 l5 l6 l6 t6 Page i City of Kent-Comcast 201 9 Franchise Agreement 4846-1929 -7 I 5 4v .4 0 10 I 080-000007 4.5 4.6 4.7 4.8 4.9 4.10 Cross Subsidization..............-......, Reserved Authority Time Limits Strictly Construed.., Franchise Amendment Procedure Late Fees Force Majeure FINANCIAL AND INSURANCE REQUIREMENTS Indemnification............. Insurance Deductibles/Certifi cate of Insurance................. Security .......19 .......20 ,.,,',.21 23 '....,,..,.......23 .................23 24 .24 .25 .25 .25 .25 .26 ......t6 ......17 l7 t7 ..........17 .......... I 8 18SECTION 5. 5.1 5.2 5.3 5.4 SECTION 6. 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 CUSTOMER SERVICE Customer Service Standards Subscriber Contracts Notice to the City........... Identification of Local Franchise Authority on Subscriber Bills REPORTS AND RECORDS Open Records.................. Confidential ity ................ PROGRAMMING Broad Pro grantming'Categories.............. Deletion or Reduction of Broad Programming Categories Obscenity ........;......... Parental Control Device....... Continuity of Service Mandatory Services for the Disabled ACCESS 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 SECTION 9. 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 26 6 4846-1929 -7 I 5 4v .4 0 r 0 1 080-000007 SECTION 10. GENERAL RIGHT.OF.WAY USE AND CONSTRUCTION 32 32 32 32 32 32 33 33 33 10.1 t0.2 10.3 10.4 10.5 r0.6 10.7 10.8 10.9 10.10 l0.l I 10.t2 10.13 10.14 10.15 10.16 t0.t7 10.18 10.r9 10.20 10.21 Right-of-Way Meetings Joint Trenching/Boring Meetings General Standard.... Permits Required for Construction .. Emergency Permits Compliance with Applicable Codes. Minimal Interference Prevent Inj ury/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..., Facilities... acilities for City Reimbursement of Grantee Costs Franchise Holders .34 .34 .34 .35 .35 .36 .36 .37 .37 .37 37 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 Movement of Cable System Facilities for Other Temporary Changes for Other Permittees Reservation of City Use of Right-of-Way Tree Trimming .....,,...... .38 .38 .39 .39 .39 .39 .40 .40 .40 .41 4lSECTION 11. CABLE SYSTEM, TECHNICAL STANDARDS AND TESTING 1i ,1 ""' Subscriber Network Inspection of Construction and Facilities Stop Work........ W9.k of Contractors and Subcontractors............ Standby Power Emergency Alert Capability ........... Technical Performance ................... Cable System Performance Testing Additional Tests ......... 4l .2 .3 11.4 1 1.5 11.6 1l l1 .42 42 42 42 43 SECTION 12. SERVICE AVAILABILITY, INTERCONNECTION AND SERVICE TO SCHOOLS AND PUBLIC BUILDINGS 12.1 Service Availability 43 ...................43 Page iii City of Kent-Comcast 2019 F ranchise Agreement 4846-1929 -7 I 5 4v .4 0 I 0 1 080-000007 12.2 Institutional Network and Connection of Public Facilitres SECTION 13. FRANCHISE VIOLATIONS Procedure for Remedying Franchise Violations Revocation Procedures in the Event of Termination or Revocation Purchase of Cable System....... l3.l 13.2 13.3 t3.4 13.5 13.6 13.7 r 3.8 13.9 13.10 l6.l 16.2 16.3 16.4 16.5 16.6 16.7 16.8 16.9 16.10 16.11 Receivership and Foreclosure No Monetary Recourse Against the City Alternative Remedies.. Assessment of Monetary Damages Effect of Abandonment.................. ..........44 45 .45 .46 .48 .........,...........48 ....,.,......,,..'. ;.49 ,....................50 .....................50 What Constitutes Abandonment............. ......51 SECTION 14. FRANCHISE RENEWAL AND TRANSFER l4.l Renewal 14.2 Transfer of Ownership or Control........................... r. SECTION 15. SEVERABILITY SECTION 16. MISCELLANEOUS PROVISIONS 51 ...51 ...52 53 53 ...53Preferential or Discriminatory'Fractices Prohibited Notices 54 54Descriptive Headings Publication Costs to be Bome by Grantee Binding Effect........,................. No Joint Venfure ;.......i...........r.. Waiver...........r......,r.... Challenges to City Ordinances Reasonableness of Consent or Approval .. Entire Agreement Jurisdiction ...............54 ...............55 ...............55 55 ...............55 55 .55 .55 Page iv City of Kent-Comcast 201 9 Franchise Agreement 4846-1 929 -7 | 5 4v .4 0 1 0 1 080-000007 SECTION 1. coMcAST CABLE COMMUNICATIONS MANAGEMENT, LLC, AND CITY OF KENT, WASHINGTON CABLE FRANCHISE AGREEMENT 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 pontext, 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 "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 'oAccess" 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 Accsss where community-based, noncommercial organizations, groups or individual'members of the general public, on a nondiscriminatory basis, are th9 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, "school" means any State-accredited educational institution, public or private, including, for example, primary and secondary schools, colleges and universities. c. "Governmi3nt Access" means Access where governmental institutions or their designees a{e the primary users having editorial control over programming and services. 1.2 "Acc-iiss 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 r "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 o'Affli41!e," 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 I City of Kent - Comcast 2019 F runchise Agreement 4846-1929-7 154v.4 0 1 0 I 080-000007 1.5 o'AppliggbLs I..A,y/" 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 "Bac!-Debl" 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 "Broadcast 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 "@!_Signal" 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 o'Cab!eu\91q" 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. 1.12 o'Qgb.le_S.elyice" 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..@''meanSanyfacility,includingGrantee,s,consistingofasetofclosed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cible Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (B) a facility that serves Subscribers without using any 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 (other than for purposes of Section 621(c) (47 U.S.C. 5al(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 201 9 Franchise Agreement 4846-1929-'1 1 54v.4 0 l0 1080-000007 l.l4 (6channel" 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'o means the Chief Administrative Officer of the City or designee. 1.16 "City" is the City of Kent, Washington, a body politic and corporate under the laws of the State of Washington. t.l7 Council" means the Kent City Council, or its successor, the governing body of the City of Kent, Washington. :t t'1.18 "Commercial Subscribers" means any Subscribers other than Residential Subscribers 1.19 "Designated Access Provider" means the entity or entities ilesignated 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 "Dieital 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 "Downstream" means carrying a transmission from the Headend to remote points on the Cable System or to lnterconnection points on the Cable System. 1.22 "Dwelling Unit" means any buildlng, or portion thereof, that has independent living facilities, including provisions for gotiking, 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 "Fibe! Opticl'means a transmission medium of optical fiber cable, along with all associated electronigs and equipment, capable of carrying Cable Service by means of electric lightwave impulses. ,.75, "Fi4anOe Director" means the director of the City's Finance Department or designee. t.r6 "'t ta.utt"n't"" 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 1 54v.4 010 1080-000007 1.28 "Elanchi.g,e_Eee," 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 ooQoss BgyenUe.$." 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 o installation, reconnection, downgrade, upgrade, or similai 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 raia.basis using total Cable Service Subscribers within the City; converter, remote control, and other Cable Service equipment rentals, leases, or sales; Advertising Revenu€s as deltned 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) belowo any feeo 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 201 9 Franchise Agreement I o a a a o a 4846-1929 -'l I 54v.4 0 1 0 I 080-000007 (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 a pro rqta basis 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 whicb is stibsequently collected which shall be allocated on a pro ratabasis using Cable Services revenue as a percentage of total Subscriber rev:nues within the City; Public, Educational and Governmental (PT,G) Fees; and unaffi liated third-party advertising sales agency 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 to inclusion in the bundled price at full rate card value. This calculation shall be bundled service package containing Cable Service from which Grantee the City. The City reserves its right to review and to challenge Grantee's (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 (i!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 suchchanges, and as part of any audit or review of Franchise Fee payments, and any such chahges shall be subject to subsection 1.30 (E) below. If new Cable Service revenue str6ams deVelop from Grantee's operation of its Cable System within the City, those new reven'irg 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 20 19 F runchise Agreement a a o fees which are reflected as 4846- 1929-7 | 54v.4 0 1 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 (6Headend" 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 "Leased 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 ooMWigiEL eqde" means the Kent City Code adopted for application and enforcement within the City of Kent, Washington 1.34 '(Person'r means any individual, sole proprietorship, partnership, association, or corporation, or any other form of entity or organization. 1.35 "Premlum_S_elylce" 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 Subgcriber 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 "Ri.gh1E-o.1l-Way" means "City Right-of-Way" as defined in Section 7.12.030(L) of the Municipal Code. 1.38 6(State" means the State of Washington. 1.39 o'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 fegular and nondiscriminatory terms and conditions for receipt of service. 1.40..S.@k,'meanSthatportionoftheCableSystemusedprimarilybyGrantee in the.transmission of Cable Services to Residential Subscribers. l.4loo@,'meansthetransmissionbetweenoramongpointsspecifiedbythe user of information of the user's choosing, without change in the form or content of the information as sent and received (as provided in 47 U.S.C. Section 153(50). Page 6 City of Kent - Comcast 20 1 9 Franchise Agreement 4846-1929-7154v.4 0 l0 I 080-000007 1.42 "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 "Tiero' 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) EXHTBTTS The following documents, which are occasionally referred to in this Franchise, are formally incorporated and made a part of this Franchise by this reference: 1) Exhibit A: A list of the public buildings receiving dark fiber [-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. $ 5al(a)(2), 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 s€t forth in this Franchise and in any prior utility or use agreements entered into by Granteij: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 fulfill the obligations set forth in, the provisions of this Franchise. (B) Notfring in this Franchise shall be deemed to waive the lawful requirements of any generally applicable City ordinance existing as of the Effective Dateo as defined in subsection 2.3. '.: : ,. :,(Q) 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 I 9 Franchise Agreement 4846-1929-7 154v.4 0 1 0 I 080-000007 Grantee provide service other than Cable Service, nor shall this Franchise be interpreted to either prevent or authorize Grantee from making 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 gtructures. (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 a warranty 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, repairo replace, reconstruct, and retain ino 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 20 I 9 Franchise Agreement 4846-1929-7 154v.4 0l 01080-000007 that minimizes interference with the use of the Rights-of-Way by 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 a particular 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 2019 (the "Effective Date"), and shall terminate on 2029, unless terminated sooner as hereinafter provided. 2.4 Franchise Nonexclusive This Franchise shall be nonexclusive and subjegt to all prior rights, interests, easements, or licenses granted by the City to any Person t9 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 deer4s appropriate, subject to Section 2.6. 2.5 Police Powers ,,1 Grantee's rightq 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 aii 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 oidinirnces shall be reasonable and not materially modiff the terms of this Franchise. Any confliCt between the provisions of this Franchise and any other present or future lawful exerdise 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 201 9 Franchise Agreement 4846- 1929-7 | 54v.4 0 I 0 I 080-000007 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: (l) identifying the specific terms or conditions in the competitive cable services franihise that are materially different from Grantee's obligations under this Franchise; (2) identiffing 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 modihcation of this Franchise pursuant to the provisions of this subsection 2.6, should any entity, whose authorization 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 wriffen 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 authorization that the City grants to another multi-channel video programming Page l0 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 1 54v.4 0 I 0 I 080-000007 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 piirchase 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 authorization granted by the City that permits a new entrant to utilize the Rights-of-Way granted by the City, then: (l) 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 Giantee, 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 procbss uirder 47 USC 546; or, (b) Grantee may assert, at Grantee's option, that this Franchise is rendered o'commercially impracticable" and invoke the . . modification procedures set forth in Section 625 of the Cable Act. For the puqposes 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 locatedin the City's Rights-of-Way, over which the video programming services are delivered. 2.7 Faiiiliarity with Franchise .'Grantee acknowledges and warrants by acceptance of the rights, privileges, and agreements granted herein, that it has carefully read and fully comprehends 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 ll City of Kent - Comcast 2019 Franchise Agreement 4846-1929-7 1 54v.4 0 1 0 I 080-000007 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 Lhe Cable Act. 2.8 Effect of Acceptance By accepting the Franchise, Grantee: (l) acknowledges and accepts the City's legal right to issue and enforce the Franchise; (2) accepts and agrees 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 uo 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 paymeht shall be accompanied by a written report to the City concurrently sent under separatg cover, verified by an authorized representative ofGrantee, containing an accurate statement in summarized 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 Franchisc Fcc Rcports Grantee shall, within sixty (60) days after the end of each year, furnish to the City 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 201 9 Franchise Agreement 4846-1929-7 I s4v.4 0 I 0 I 080-000007 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 effor 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 thg 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 audiVreview and Grantee's obligation to retain records necessary to complete any audit under this subsection shall ex.pire 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 puy-"nt *ut du" to the City, Grantee shall pay interest on the amount due of one and on6-half pefcent (l .5 Yo) pv month (eighteen percent (18%) per annum) on any unpaid balanpe'of the Franchise Fee due, until all payments due are paid in full. Any unpaid fee or interest due urider this Franchise that remains unpaid shall constitute a debt to the City, coliectible 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 underpayment was originally due until the date Grantee remits the Page 13 City of Kent - Comcast 20 I 9 Franchise Agreement 4846-1929 -7 | 54v.4 0 1 0 1080-000007 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 pai{ by Grantee to the City hereunder, provided that Grantee has received at least ninety (90) days' prior wriffen notice from the City of such amendment, so long as all cable operators in the City are paying 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 futl 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. Furthermor€, 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 th91e shall be no offset against Franchise Fees subject to applicable law. With the exception of the foregoing and Section 12.2 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 621 proceeding, MB DocketNo. 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 1 54v.4 0 I 0 1 080-000007 Any decision or election by Grantee not to exercise any right it has under applicable law, including any Order by the FCC in the 62l proceeding, 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 dnd occupation, and other taxeso business license fees, or other payments. Payment of the Franchise Fees under this Franchise shall not exempt Grantee from the payment of agy other license fee, permit fee, taxo 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 reasono 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 peqjury 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. '''t:.:. , ' ADMINISTRATION AND REGULATION 4.1 .Authoiity : , (A) ' The City shall be vested with the power and right to reasonably regulate the exerci$e of the privileges permitted by this Franchise in the public interest or to delegate that power iind right, or any partthereof, to the extent permiued 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 I 9 Franchise Agreement SECTION 4. 4846-1929-7 154v.4 010 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 RateDiscrimination 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 2019 Franchise Agreement 4846-1929-7 1 s4v.4 0 I 0 I 080-000007 4.6 Reserved Authority Both Grantee and the City reserye 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, quch 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 Granteeos 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, fineg, 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 and/or 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 characte-rized, that Grantee imposes upon a Subscriber solely for late payment of a bill shall bp deemed a late fee. 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 2019 F ranchise Agreement 4846-1929 -7 1 54v.4 0 I 0 I 080-000007 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 Granteeos claim. If Grantee has'nilt 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 AI\D INSURANCE REQUIREMENTS 5.1 Indemnification (A) General Indemnification. Granfee 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 exfenses, arising from any casualty or accident to Person or property, including, without limitation, copyright 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: (l) 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 20 1 9 Franchise Agreement 4846- 1929-7 I s4v.4 0 I 0 I 080-000007 (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, expenses, or other costs the City may incur if it chooses to participate in the defense of a claim, unless 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 attomeys' 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. [f 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 anddesires 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 his/her 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: .,, (l) ' Commercial General Liability insurance with limits of no less than two million dollars ($2,000,000) per occurrence and five million dollars ($5,000,000) general aggregate. Coverage shall be at least as broad as that provided by ISO CG 00 01 1/96 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 or 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 umbrella layer, but the combination of layers must equal five million dollars ($5,000,000) at a minimum. Page 19 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929-7 I 54v.4 0 l0 1080-000007 (2) Commercial Automobile Liability insurance with minimum combined single limits of one million dollars ($ I ,000,000) each occurrence 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 uninterrupted 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 (l) year after expiration ofthis Franchise. 5.3 Deductibles/Certificateoflnsurance 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 Lawo 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 it; 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) Acceptability 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 Coverage. Grantee shall furnish 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 20 1 9 Franchise Agreement 4846- 1929-7 1 54v.4 0 I 0 I 080-000007 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-insuranoe 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 ($100,000) (the "security") to ensure the faithful performance of its responsibilities under this Franchise and Applicable Law in accordance with the procedures set forth in the performance bond. Grantee may be required to obtain additional security, such as generally applicable construction bonds, in accordance with the City's permitting requirements. Grantee shall pay all premiums or.costs associated with maintaining the Security, and shall keep the same in full force and effect at all times and shall immediately replenish the bond upon foreclosure. Grantee shall not cancel the Security without obtaining an alternative performance bond in conformance with this Franchise. If there is an uncured breach by Grantee of a material provision of this Franchise or a claim by the City of a pattern of repeated violations of any provision(s) of this Franchise by Grantee, then the City may require, in addition to the bond described herein, and Grantee shall establish and provide within thirty (30) days from receiving notice frorir the City, to the City as security for the faithful performance by Grantee of all of the provisions of this Franchise, a letter of credit, under terms and conditions and from a financial institution satisfactory to the City, in the amount of fifty thousand dollars ($so,oo0). (B) In the event that Grantee establishes a letter of credit pursuant to the procedures of this Section, then the lettor.of credit shall be maintained at fifty thousand dollars ($50,000) until the alleged uncureid 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 inc.luding,.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 20 I 9 Franchise Agreement 4846-1929-7154v.4 0 I 0 1080-000007 (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 atarate 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 identiff where a Subscriber may call to address escalated complaints. Page22 City of Kent - Comcast 2019 F ranchise Agreement 4846-1929-7 1 54v.4 0 I 0 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 ard 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 4ccess 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 ghe transmittalof such request. One (l) 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 purposes 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 offrc-.g 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 and/or 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. Page 23 City of Kent - Comcast 201 9 Franchise Agreement 4846- 1929-7 I 54v.4 0 I 0 I 080-000007 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 even[, 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 l0 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,gonfidential, 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; Washington news, weather and information; Sports; General entertainment (including movies); Chi ldren/fami ly-oriented ; Arts, culture, and performing arts; Foreign language; Science/documentary; Page24 City of Kent - Comcast 201 9 Franchise Agreement (B) (cl (D) '(E) (F) (G) (H) 4846- 1929 -7 1 54v 4 0 1 0 1 080-000007 Franchise. (D National news, weather, and information; and, (J) Public, Educational, and Govemment Access, to the extent required by this 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 programming 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 transmiffealover 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 Stibqcriber, 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 arai6, if any, in compliance with Applicable Law. 8.5 Ciitrtinuity of Service Mandatory ,: ,(A) , It shall be the right of all Subscribers to continue to receive Cable Service from Grahtee insofar as their financial and other obligations to Grantee are honored. Grantee shall act so as to ensure that all Subscribers receive continuous, uninterrupted Cable Service regardless of the circumstances. For the purposes of this subsection, o'uninterrupted" 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 201 9 Franchise Agreement 4846- 1929-7 I 54v 4 0 I 0 1080-000007 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 perrnanent 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 9.1 Designated Access Providers (A) The City shall have the sole and exclusive responsibility for identifying the Designated Access Providers, including itself, for Access purposeso to control and manage the use of any or all Access Facilities provided by Grantee under this Franchise. As used in this Section, such "Access Facilities" include the Channels, serviceso 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 (l) 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 1 9 Franchise Agreement 4846-1929-7154v.4 0 I 0 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 Aecess 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 demarcatlon 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 !l fiber connection to Grantee. The City or Designated Access Provider shall be iesponsible for costs associated with SD Access signal transmission on its side of the,demarcation point. (4) SD Access ChaUnels may require Subscribers to buy or lease special equipment, available to all. Sublciibers, 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, in0luding 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' writtgn no-tice, 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 ,, ,diisign:ited point of origination for the Access Channel. 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 201 9 Franchise Agreement 4846- 1929-7 l S4v 4 0 I 0 I 080-000007 (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 ofthis 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 20 I 9 Franchise Agreement 4846-1929-7 | s4v.4 0 I 0 I 080-000007 Section 5a2@)(20)(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 (1) initial HD Access Channel provided for in subsection9.2(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 timely manner 9.3 Access Channel Assignments Grantee will use reasonable efforts to minimize the movement of SD and HD Access Channel assignments. tn additiono Grantee will make reasonable efforts to locate HD Access Channels provided pursuant to Section 9.2(C) in a locatibn on its HD Channel lineup that is easily accessible to Subscribers. ' : .:;'): g.4 Relocation of Access Channels :" "" '" Grantee shall provid e City 'aminimum 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 PlG Access and Network Costs (A) During thtj'term of this Franchise Agreement, Grantee shall provide the following contribution on a pgr 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 connecfionsi,,'6i as may be permitted by Applicable Law: ': , Grantee shall collect from Subscribers and remit to the City a PEG Contribution of forty one cents ($0.41) 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 2019 F ranchise Agreement 4846- 1929 -7 1 54v.4 0 1 0 I 080-000007 (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 ofthis 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 12.2 prior to the expiration of its term, Comcast shall reduce the PEG Fee to thirty cents ($0.30) per Residential Subsuiber 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 supportfor 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 12-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 oir 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 necessary technical steps or provide necessary technical assistanceo including the acquisition of Page 30 City of Kent - Comcast 2019 Franchise Agreement 4846-1929-7154v.4 0 I 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 signil 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 andlor replacing any HD PEG Access transmission equipment that Grantee maintains that is used exclusively for transmission of the City's and/or its Designated Access Providers' HD Access programming. 9.10 Return Lines/Access Origination (A) Grantee shall continuously maintain the PEG/I-Net return lines previously constructed to City Flall, Kent, throughout the term of the Franchise, in order to enable the distribution of Acc€ss programming to Residential Subscribers on the Access Channels; provided, howevel, 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 prggiamniing.' ',(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 (l) 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 3l City of Kent - Comcast 20 19 F ranchise Agreement 4846- 1929-7 1 s4v.4 0 l0 1080-000007 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 AI\D CONSTRUCTION l0.l 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 Rights-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. 10.4 General Standard All 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 purpose 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 20 I 9 Franchise Agreement 4846-1929-7 ls4v.4 0 I 0 I 080-000007 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 Constructio.n 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 International Mechanical Code; the Electronic lndustries 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 cohstruction, 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, dnd Oecupational 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 reasonablgponvenience 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 otherproperty 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. Granteels 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 201 9 Franchise Agreement 4846-1929-7 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. l0.l 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.l22 RCW, as amended. Within forty,eight (48) hours after any City employeeo contractor, franchiseeo licenseeo or permiffee notifies Grantee of a proposed Righrof-Way excavation or the need for a design locate, Grantee shall, at Granteeos 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. Page 34 City of Kent - Comcast 201 9 Franchise Agreement 4846-1929 -7 1 54v.4 0 1 0 I 080-000007 10.12 Notice to Private Property Owners Except in the case of an emergency involving public safety or service interruption 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 b,e 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, laying, mainl4inirig, 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 G.rantee 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 Perso4. (F) Grantee and the City recognize that 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 4846-1929-7154v.4 0 I 0 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 minimize the number of individual aerial 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 and/or 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 blectric or gas facilities or existing telephone facilities in the same portion of the Right-of-Way, so long as those facilities have be6ii buried in accordance with Applicable Law: (l) Underground cable drops ftom 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 lihes 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 2019 Franchise Agreement 4846-1929-7 1 54v.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 Q\ 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) Rights-of-Way and Other Public Propegty. Grantee shall warrant any restoration work performed by or for Grantee in the Rightof.Way or on other public property in accordance with Applicable Law. [f restoration is not satisfaptorily performed by Grantee within a reasonable time, the City may, after prior qotice tb, 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 Propertv.,Vpon completion of the work which caused any disturbance or damage, Grantee shall promptly iommence 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 pgrforrneA. 10.19 aggyiiilion of Facilities . 'Upon Grantee's acquisition of Cable System-related facilities in any City Right-of-Way, ol.gpoq 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 2019 F runchise Agreement 4846-1929-7 I 54v.4 0 I 0 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, in the 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. l}.2l 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 Grantge'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 requesto 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 purposes, in the event of an emergency; or when the public health, safety, 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 20 I 9 Franchise Agreement 4846- 1929-7 I s4v.4 0 I 0 1080-000007 City, if all users of the Right-of-Way relocate aerial 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 Holders If any removal, replacemeni, 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 rdQuest of any Person holding a valid permit and upon reasonable advance notice, Grantee sh.all 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 20 19 Franchise Agreement 4846-1929-7154v.4 0 I 0 I 080-000007 constructing or establishing any other public work or improvement. All such work shall be done, insot'ar 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 (l) 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 tOrms 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 20 19 F ranchise Agreement 4846-1929-7 I 54v.4 0 i0 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 perfo'rmed by Grantee. Grantee shall be responsible for all work performed by its contractors, subcohtractors, 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 corecting 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 11.1 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 mus.t 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) Au ionstruction shall be subject to the City's permitting process. (D) Grantee and the City shall meet, at the City's requesto 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 20 I 9 Franchise Agreement 4846-1929-7 I 54v.4 010 1080-000007 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. 1 1.3 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 and/or witness the EAS testing up to twice ayear on a schedule formed in consultation with Grantee. If the test indicates that the EAS is not performing properly, Grantee shall make any necessary adjustment to the EAS, and the EAS shall be retested. 11.4 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. 1 1.5 Cable System Performance Testing (A) Grantee shall provide to the City 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 (l) 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 2019 F ranchise Agreement 4846- 1929-7 I 54v.4 0 I 0 I 080-000007 I 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. SERVICEAVAILABILITY,INTERCONNECTIONAND SERVICE TO SCHOOLS AND PUBLIC BUILDINGS l2.l ServiceAvailability . l,', (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 9n 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 otherwiseprovided herein, Grantee shall provide such service: (l) With no line extension charge except as specihcally authorized elsewhere in this Franchise Agreement. (2) ' At a non-discriminatory installation charge for a standard installation, consistent rtvith 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 1,, a norl- discriminatory methodology for such installations; '' : (3) At non-discriminatory monthly rates for Residential Subsuibers consistent with Section 4.3 above. (B) Customer Charges 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 2019 F ranchise Agreement 4846-1929-7 154v.4 0l 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 bome 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, doted Moy 4, 2004 ("I Net Agreement"). Grantoe and the City agreo to torminate 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 arrangement between Comcast Business Communications, LLC and the City, the value of the fiber lease pursuant to such agreement shall not be part ofthe 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 (l) 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 1 54v.4 0 I 0 1080-000007 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 copyright laws or carriage license agreemdnts. 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 authorization from Grantee, which shall not be unreasonably withheld. (C) The City acknowledges that the provision of one (l) 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 coriiplimentary Cable Service as provided in subsection (B) is exempt from Section 3.1 I ofthis'Franchise Agreement. Subject to Applicable Law, should Grantee elect to offset govemmental: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 frortr the receipt of such notice to: . : ' . (l) respond to the City, contesting the City's assertion thata default has occqrred, and requesting a meeting in accordance with subsection (B), below; (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 20 19 F ranchise Agreement 4846- 1929-7 I 54v.4 0 1 0 1080-000007 subsection (B) below to determine whether additional time beyond the thirty (30) days specitied 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 (A)(1), or the City orders a meeting in accordance with subsection (AX3), 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 eyidence 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 or any Applicable Law. other legal or equitable remedy available under this Franchise (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 uninterrupted 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 201 9 Franchise Agreement 4846- 1929-7 | 54v.4 0 I 0 1080-000007 (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 1 3. 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 full 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 posilion on the matter. (2) Within forty-five (45) dats after the hearing, the Hearing Examiner shall make its recommendation to the City Council concerning revocation. Within forty-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 Lln{gl the,eircumstances. 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 ofthe date ofthe 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 20 19 F ranchise Agreement 4846- 1929-7 1 s4v.4 0 I 0 1 080-000007 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 and may, 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 demenstrates 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 (AXl) and/or (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 full force and effect during the period of removal, and Grantee shall not be entitled to and agrees not to reqiest 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 wriffen notice to Grantee the City may cause the work to be done, and Grantee shall reimhurse the City for the costs incurred within thifty (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 20 I 9 Franchise Agreement 4846- 1929 -7 I 54v.4 0 I 0 I 080-000007 (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: (l) 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 concern 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, encumbranceo or other obligation of Grantee which the City would assume. (2) System. In the case of revocation for cause, the equitable price of Grantee's Cable 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, rcorganization, bankruptcy or other action or proceeding, unless: ' ,,, ..: (l) The receivership or trusteeship is vacated within one hundred twenty (120) days of appointment; or ,, '.. : The receivers or trustees haye, within one hundred twenty (120) days after their election or appointment, fully complied with all the terms and provisions of this Franchise, and have remedied all defaults under the Franchise. Additionally, the receivers or trustees shall have executed an agreemen! duly approved by the court having jurisdiction by which the receivers or trustees assume and agrbe 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 dhd equipment of Grantee, the City may serve notice of revocation on Grantee and to thQ purchaser at the sale, and the rights and privileges of Grantee under this Franchise shall be revoked thirty (30) days after service ofsuch 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.4 010 1080-000007 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 l3.l (A), or such later date if approved by the City in its sole discretinn, hut may not he assessed until after the procedures in Sec,tion 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. 13.9 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 2019 F ranchise Agreement 4846-1929-7 154v.4 0 I Q 1080-000007 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 interruption of service; or (B) Granteeo for any period, willfully and without cause refuses to provide Cable Service in accordance with this Franchise. SECTION 14. FRANCHISE RENEWAL AND TRANSFER I 14.1 Renewal (A) The City and Grantee agree that any proceedings undertaken by the City that relate to the renewal of the Franchise shall be govemed !y 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 progedqps 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 aqd opportunity for comment, the City and Grantee may agree to undertake and finalize 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 consisten!with the express provisions of Section 626 of the Cable Act. (C) , Should the Franchise expire without a mutually agreed upon renewed Franchise Agleer4ent 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 2019 Franchise Agreement 4846- 1929-7 I s4v.4 0 I 0 I 080-000007 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, which 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 rgquest 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: (l) 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 requesto provided it has received all information required by this Franchise and/or by Applicable Law. The City and Grantee may by mutual agreement atany 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 and the City agree to an extension of time. Page 52 City of Kent - Comcast 201 9 Franchise Agreement 4846- 1929 -7 1 54v,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 transfereeo 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 oi'transfer upon such terms and conditions as it deems reasonably appropriate, in accordancq wjth 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; providqd 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 15. 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 full force and effect for the term of the Franchise. SECTION16. MISCELLANEOUSPROVISIONS l6.l .Preferential or Discriminatory Practices Prohibited refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any Pefson 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 F ranchise Agreement 4846-1929-7 I 54v.4 0 1 0 1080-000007 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 ovemight 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 Way N Auburn, WA 98002 Attention: Franchise Director With a copy to: Comcast Cable Communications Management, 15815 25th Ave W Lynnwood, WA 98087 Attention: FranchisingDepartment :.:.::. LLC. The City's address shall be City of Kent 220 Fourth Ave S Kent, WA 98032 Attention: Chief Admiriistrative Officer : With a cnpy to: City of Kgnt 220FsurthAve S Kent, WA 98032 Attention: City Attorney 16.3 DescriptiveHeadings :ir. 'r The headings and titles of the Sections and subsections of this Franchise are for reference purpos6s 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 1 54v.4 0 1 0 1080-000007 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 relatiqnShip 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'sams. 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 reserves all rights it may have to qhallenge the lawfulness of any City ordinance. The City reserves all of its rights and defenses ]o ych challenges. 16.9 Reasonableness of Consent or Approval. ' '", , Whenever under this Franchisg "reasonableness" is the standard for the granting or denial of the consent or approval of either p_arty,fereto, such party shall be entitled to consider public and governmental policy, moral and etlical standards as well as business and economic considerations. 16.10 Entire Agreemen t : '..:. This Franc-hise 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. .: : .. .: l6.l I . 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 2019 F ranchise Agreement 4846- 1929-7 t 54v.4 0 1 0 1 080-000007 ATTEST: City Clerk APPROVED AS TO FORM: Mayor City Attorney Accepted and approved this day of , 2019. ATTEST: COMCAST r'r,. CITY OF KENT, WASHINGTON 4:r...t?t..:1... i r,,r..l'tlt,'':,' ..,,' ' t!':." ', '1.t, ../: .:a/ .fr:t:1:?. ;: 't,l ,l I )j 'i. fJ! Public Notary '?,., t:':t: ''',. ) t' ., ar, , .'.tt. .;, ,i ./' //,.; " /';/" ..)Lt"., 't:i t,. .2i', ..11: : '/j4i, ' !r:7'.r. ,, Page 56 City of Kent - Comcast 2019 Franchise Agreement 4846-1929-7 1 54v.4 0 1 0 I 080-000007 For Informal Discussion Only. Proprietary and Confidential EXHIBIT A DARK FIBER LOCATIONS Kent Shops 5821 S 240th St Correction Facility 1230 S Central St Kent City Hall 220 4thAve S 525 4thAve NKent Commons Resource Center 315 E Meeker St Senior Center 600 E Smith Valley Communications 27519 l08th Ave SE ',, 2019 E Meeker St . ',:;Riverbend 18th Hole Future Maintenance Shops SE 248th & lz{th),dye SE ,, Fire Station #74 24611I l6th Ave SE , ' | ::| .. ,.,..:, '.';.: |:. .r. .a 'a .. 4846-1929-7 154v.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,*1230 S CENTRAL AVE City CITY OF KENT CORR., EQUIP 1 1230 S CENTRAL AVE City KENT, CITY OF 220 4TIt AVE S City KENT CITY HALL, EQUIP 1 220 4TIJ AVE S City KENT PD,VIDEO 220 4TIt AVE S CITY KENT POLICE DEPARTMENT,*232 4TIf, AVE S cify KENT POLICE DEPT, EQUIP I 232 ATIJi A\rE S City VALLEY COMM CTR, EQUIP I 27519108TH AVE SE City CITY OF KENT CENTENNIAL,*4OO W GOWE ST City CITY OF KENT CENT, EQUIP 1 4OO W GOWE ST City PUBLTC WORKS, CITY OF KENT s821 S 240TH ST City SENIOR CENTER 600 E. SMITH City REG JUSTICE CTR, KING CTY 620 W JAMES ST City REGIONAL JUSTICE CTR, EQ I 620 W JAMES ST City MzuC OFFICE,*401 4TH AVE N Cityllfing County VIEW FIRE & RESC, MOUNTAIN 18610 SE COVINGTON SAWYER Fire FSTT,EQUIP 1 20717132ND AVE SE Fire FIRE STATION 74, KENT 24611116TH AVE SE Fire FS 74, EQUIP I 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 I 11310 SE 248TH ST School EMERALD PARK ELM, EQUIP I 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 I 1265I SE 218TH PL School MARTIN SOTRUN ELM, EQUIP I t27tt sE 248TH ST School GLENRIDGE ELMNTRY, EQUIP I 19405 12OTH AVE SE School LAKE YOUNGS ELM, EQUIP I 19660142ND AVE SE School SPRINGBROOK, ELEMNTRY 20035 1OOTH AVE SE School SPRINGBROOK ELM, EQUIP I 20035 1OOTH A\rE SE School 4846-1929-7 t 54v 4 0 I 0 I 080-000007 For Informal Discussion Only. Proprietary and Confidential NAME ADDRESS Account Type PANTHER LAKE ELM, EQUIP I 20831 1O8TH AVE SE School HIGH SCHOOL, KENTLAKE 2I4OI SE FALCON WAY School KENTLAKE HS, EQUIP 1 2I4OI SE FALCON WAY School ELEMENTARY, SUNRISE 22300132ND AVE SE School MERIDIAN ELMNTRY, EQUIP 1 2562114OTH AVE SE School , ' SCENIC HILL ELM, EQUIP I 26025 WOODLAND WAY S School ELEMENTARY, HORIZON 27641I44THAVE SE School ' MEADOWzuDGE ELM, EQUIP I 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 I 3I7 4THAVE S School MILL CREEK MS, EQUIP I 620 CENTRAL AVE N School ELEMENTARY, E HILL 9825 S 24OTH ST School EAST HILL ELMNTRY, EQUIP 1 9825 S 24OTH ST School J 4846-1929-7 I 54v.4 0 I 0 1 080-000007 SETTLEMENT AGREEMENT This Agreement is made and entered into this _ day of ,2019 by and between the City of Kent, WA ("the City"), and Comcast Cable Communications Management, LLC, and their affiliates and subsidiaries, (herein refened to individually and collectively, "Comcast") RECITALS. This Agreement is made expressly with reference to the following agfegd facts, among ':' others: A In May 1993, the City granted TCI Cablevision of Washington, Inc. ("TCI") a cable television franchise (Franchise") for a period of 15 years, which required TCI to provide an institutional network ("I-Net") linking certain City buildings. B. Following Comcast's acquisition of TCI in 2002, the I-Net was ultimately completed by Comcast. In May 2004, Comcast and the City entered into the Institutional Network Maintenance Agreement ("Maintenance Agreement"), which granted the City "an '.: indefatigable, exclusive right of use" of the I-Net during the term of the Franchise or any rcttewals C.The Maintenance Agreement required Comcast to invoice the City an annual maintenance fee ("Maintenance Fee"), which invoice the City was to pay within ninety (90) days of receipt, Cor-ncast sent one invoice to the City on or around April 3, 2008, for the prior 3 year perio{, A dispute arose between the City and Comcast regarding payment under this invoice and future invoices, which resulted in the City not paying this invoice and in Comcast not invoicing the City for any further Maintenance Fee with the understanding that the dispute would be resolved in the context of the Franchise renewal proceeding. 4829 -1677 -0180v.3 0 I 0 1080-000007 D. The City and Comcast continue to disagree concerning their respective obligations under the Maintenance Agreement and what effect each party's failure to act has on its respective interests and ability to enforce or evade the Maintenance Agreement's terms. E. The City and Comcast have been in negotiations since August 2017 to renew the Franchise, which renewal franchise is anticipated to be first introduced to the City Council in January of 2019 and submitted for approval in February of 2019 ("Renewal Franchise"). In settlement of the parties' dispute concerning the Maintenance Agreement, thg parties have agreed to terminate the Maintenance Agreement as of the Effective Date of the Renewal.;: Franchise, subject to the terms of this Settlement Agreement, wlrich te.fms include the execution t t.a of a new Dark Fiber Agreement with Comcast Business Communications, LLC, an Affiliate of ', Comcast ("Dark Fiber Agreement") for a ten Vear'tey1, and Comcast's waiver of a majority of .: the maintenance fees that may have accrued under the Maintenance Agreement. F. A standard term of the Dark Fiber Agreement would require the City to pay an early termination fee if it were to,..elec! to terminate the Dark Fiber Agreement prior to the expiration of its ten-year tenn.City opposes this termination fee, and in settlement of the parties' dispute concerning the Maintenance Agreement, the parties have agreed to waive the t ',' early termination,fee in the Dark Fiber Agreement. Should the City terminate the Dark Fiber Agreement b9{0ry the ten-year term has expired, the PEG fee shall be adjusted as set forth in Section 9.5 of',the Renewal Franchise. .,:., , .:. t. '';,.,,9 The City and Comcast now desire to settle, release and discharge all claims arising out of their respective obligations under the Maintenance Agreement. NOW, THEREFORE, Comcast and the City, in consideration of the foregoing, and in consideration of the mutual promises and obligations hereinafter set forth, and for good and 2 4829 -1677 -018Ov.3 01 0 1080-000007 valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, agree as fbllows: 1. Agreement This Settlement Agreement is entered into in compromise of disputed claims and rights. Specifically, the City and Comcast desire to compromise, settle and discharge all disputes, claims, demands, actions or causes of action whatsoever of every kind and nature that pgrtain to, or arise out of, each party's obligations under the Maintenance Agreement, including Comcast's obligation to continue performance of the Maintenance Agreement in any renewal franchise and the City's obligation to pay the Maintenance Fee ("Claims"). Each party, therefore, hereby forever discharges and mutually releases the other party, including the other party's agents, employees, officers, and assigns of and from any and all claims, demands, rights, liability, suits, debts, liens, actions and causes of action, of every kind and nature whatsoever, at law or in equity, known and unknown, suspected and unsuspected, disclosed and undisclosed which the releasing party ever had, now has or hereafter may have by reason of any act, omission, matter, cause or thing, arising out of the Claims. It is understood and agreed that this is a compromise of disputed claims and shall not be construed as an admission of any liability of either releasing party to the other; , 2. Maintenance Agreement.. _ In full settlement of all Claims, the City agrees to pay Comcast, within sixty (60) days of the Effective Date of the Renewal Franchise, the amounts due under the Maintenance Agreement for the period from August 2Ol7 through December 2018 in the amount of thirty thousand one hundred forty one ($30,141) dollars. Comcast agrees to waive all claims to and forever release the City from the amounts claimed due by Comcast under the Maintenance Agreement that were 3 4829 -1677 -018Ov.3 01 0 1080-000007 unpaid prior to August I,2OI7 in the amount of two hundred sixty six thousand seven hundred forty three dollars ($266,743). The Maintenance Agreement will be terminated as of the Effective Date of the Renewal Franchise and the Dark Fiber Agreement. 3. Dark Fiber Asreement. The City agrees to enter into the Dark Fiber Agreement with Comcast 'Business Communications, LLC, an affiliate of Comcast. Although the fiber currently serving ilie.schools and fire districts is not included in the Dark Fiber Agreement, Comcast alrges to continue providing the existing fiber to the schools and the fire districts for 4period of one (1) year after the Effective Date of the Renewal Franchise. So long as the Kgnt School District and Comcast t,,.., continue to negotiate an appropriate transition plan in good faith (including, but not limited to, timely application by the District for Federal Univ6rqal Schools and Libraries (e-rate) funding), ,.1,,:.,. the one-year period may be extended to a perio{nbt more than twenty-four (24) months from the Effective Date of the Renewal Franchise;f iipoq,written request by the City or the Kent School District. Comcast further agrees to,provlde,'pursuant to a separate ten (10) year agreement, the , .t. t, .. t',,., same terms and conditions, including the pricing, to the schools and fire districts as are provided to the City in the DarkFiber Agreement. Use of the existing fibers to the schools and fire district will continue unti!.qpparate agreements are reached or the one-year date for the Fire District and the one-y9.,3q.,(o1,1wenty-four month) date for the Kent School District, whichever date is earliest. Comcast,agrees that should the City elect to terminate the Dark Fiber Agreement prior to the ,.:,.,, ,,.jt, expifaljon of its term, the City shall be excused from payment of the early termination fee set forth in Section 6.1 of the Dark Fiber Agreement. Should the City elect to terminate the Dark Fiber Agreement prior to its expiration, the City and Comcast agree that the PEG Fee shall be reduced as set forth in Section 9.5 of the Renewal Franchise. 4 4829 -1677 -O180v.3 010 1080-000007 Fiber lease pricing shall be as set forth in Schedule A to the Dark Fiber Agreement. For additional flbers requested under Section 1.4 of the Dark Fiber Agreement, the monthly price shall not exceed two hundred fifty six dollars ($256.00) per pair. 4. Attorney's and Consultants' Fees and Costs. Comcast and the City shall each bear their own attorneys' and consultants' fees and costs in the negotiation and settlement of the Maintenance Agreement. 5. Explained by Counsel and No Coercion Comcast and the City each acknowledge, covenant, and warrant that the contents of this Agreement have been explained to each of them by their counsel, that they are each free from any duress or coercion, economic or otherwise in connection with this matter, and that this Agreement is executed voluntarily and with full knowledge of its significance. 6. Entire Agreement. '. , ,, This Agreement constitutes the entire,agryeement among the parties regarding the subject matter of this Agreement. No statements, promises, or inducements inconsistent with this .. 't. Agreement made by any pmty shall be valid or binding, unless in writing and executed by all parties. This Agreement may only be modified by written amendments hereto signed by both parties Gpverning Law This Agreement shall be interpreted, governed by, and construed under the laws of the 'a State',of Washington. Jurisdiction of any disputes hereunder shall be had in King County, Washington. -) 4829 -1677 -O18Ov.3 01 01 080-0fi)007 8. Consffuction of Agreement. This Agreement is the product of negotiation and preparation by and among parties represented by counsel. Both sides and their counsel have reviewed and have had the opportunity to revise this Agreement. The parties waive any rule of construction to the effect that ambiguities are to be resolved against the drafting party, and the parties warrant and agree that the'language of this Agreement shall neither be construed for nor against any party hereto. 9. Modification No modification or change to this Agreement shall be binding or effective unless executed in writing by both sides. No oral statement shall in'any manner modify or affect the : terms and conditions set forth herein. . : 10. Nonwaiver ',:... The waiver by either party of any breach,;9f uny term, covenant or condition contained in _:.:-..,, this Agreement, or any default in the perfonliance of any obligation under this Agreement, shall not be deemed to be a waiver otiini,.othla- breach or default of the same or any other term, ' .: : covenant, condition or obligation. ':... .Nor shall any waiver of any incident of breach or default constitute a continuing waiver of the same. ttt't. : 11. CoUqt"e,pa.itS. '':.' This Agreerirent may be executed in one or more counterparts, each of which shall be. .:,, ., ./)..-./.. .;':r,. deelned h4rriginal, but all of which together shall constitute one and the same instrument. ' rt. I '1,,,.12. Effective Date This Agreement shall go into effect as of the Effective Date of the Renewal Franchise as set forth in Section 2.3 thereof. 6 4829 -1677 -0180v.3 0 101080-000007 13. Authorization. Each person executing this Agreement warrants to the other party that he or she is f'ully authorized to enter into this Agreement in the City indicated by his or her signature. COMCAST CABLE COMMUNICA MANAGEMENT, LLC, By: Its: CITY OF KENT, WAS Its Dated: 1t By: :1/?' .r'"1, t. 1 '+, ',/' ,?a:?ir.. i,,. //.,ti.'' ,,',,. 't,il ., :'., ./.t)/r... /, .''): ?/: //.4'.. 'j: .;l:. l. 'j:'. j,l:... t.' . .4.,: :.:'/,/: ,/ .trt:t ,2..',' ;..:: t. / . 'tv' 7 4829 -1677 -018Ov.3 0101080-000007 Comcast Business Communications, LLC Dark Fiber Lease Agreement This Dark Fiber Lease Agreement ("Agreement") is made on the _ day of 2019 ("Effective Date") by and between Comcast Business Communications, LLC ("Company" or ooComcast") with offices located at770l JFK Blvd Philadelphia, PA 19103 and City of Kent (ooCustomer" or City), with offices located at220 4th Ave Kent, WA 98032. Herein, the above shall be collectively referred to as the "Parties" and individually as "Pilrty". Description of Facilities ("Facilities") to be provided by Company to Customer Dark fiber strands as set forth in Schedule A attached hereto. This Agreement sets forth the above to Customer. This of this andConditions attached hereto amendments ("referred to as the "Agreement." In the event of any inconsistency among these will be as follows: (l) Amendments, (2) General Terms and Conditions, (3) this Cover Page,This Agreement shall commence and become a legally binding agreement upon mutual Page by the Parties. The Agreement shall terminate as set forth in the General Terms and terms not defined on this Cover Page shall have the definitions given to them in the Agreement, if any, must be captured in a written Amendment, executed by an authorized and the Customer. All other attempts to modify the Agreement shall be void and non- binding By signing , the Parties agree and accept the terms and conditions of this Agreement. of Kent Comcast Business LLC Page I of6 CONFIDENTIAL and PROPRIETARY under which Comcast will provide the Facilities identified document ("Cover Page"), the standard General Terms and Conditions"), and Schedule A, and any jointly executed 1 Number: WA-KDhil-l l06l 8-01 One-Hundred and $0.00 Term of N Total Monthly Recurring Charges (exclusive of applicable taxes, set forth in the Agreement) ("MRC"): Month(s) One (l) through Twelve (12): $1,727.08 Month(s) Thirteen (13) through Twenty-Four (2+1= $3,993.00 Month(s) Twenty-Five (25) through One-Hundred-Twenty (120): $7 payment obligations, as Number of Sites: Ten (10)F acilitfh.Av ailaffitv Date : TB D //7.///fr ///t//a/t///., ,ffi:""'/thrrra, 'A/il/t- /1lt/' '//1 Notes / Comments: l//t"t,. "a{/},,-Sales Person: Karen Dhillon Telephone Number: (253) 864-4671 General Manager: Chris Prekopa a/Zr. -.4////r., t///Telephone Number: (720) 357-3264 Customer Contact: Galen Hirschi ,ffitthz" "///ffiy',////Telephone Number: (253) 856-4614 Srgl!fr b-Signature Printed Name: - Printed Name Title -R --. Date:Date: rcv.10.l0.l7 GENERAL TERMS AND CONDITIONS SECTION 1 - SCOPE 1.1 Company will lease to Customer the strands of Company's multi-strand single mode fiber-optic cable (the "Facilities," which may be referenced herein as the "Services," but no service other than the provision and maintenance of these Facilities is provided under this agreement), which strands shall originate at the points and terminate to the Customer "Buildings" and at the prices as set forth, in each case, in the attached Schedule A attached hereto. These strands and all related facilities and equipment are hereinafter referred to as the "Facilities." Customer agrees that it will light and immediately use all strands for its broadband needs. The Facilities are provisioned into each Building at the point of interconnection between the Comcast-owned Facilities and Customer's provided equipment located at Customer's Building ("Demarcation Point"). 1.2 The Facilities do not include connection to the public switched network, building wire, any Local Area Networks ("LANs"), Customer Premise Equipment C'CPE), IP addressing capability, firewalls or any other equipment, electronics, or wiring required on the Customer's side of the Demarcation Point. 1.3 Subject to Section 1.4, upon the request of Customer, Company will consider providing other facilities or services to Customer at terms, conditions, and prices to be mutually agreed upon in writing between the Parties. 1.4 The Parties acknowledge and agree that certain of the Company's existing multi-strand single mode fiber-optic cabling terminating at the Buildings is not included in the Facilities (the "Existing Out-of-Scope Fiber"). Notwithstanding anything to contrary contained in Section 1.3, ifCustomer requests, in that any such Existing Out-of-Scope Fiber be included scope of the Facilities being leased to Customer, the amend Schedrrle A to include such fiher-optic strands. The MRC that shall be owed by Customer for such cable, shall be as set forth on Schedule A. SECTION 2 - INST 2.1 Customer, at no cost to the Term any easements, leases or other 2.6 Customer shall be responsible for providing maintenance, repair, operation and replacement of all wire, cable facilities on the Customer's side of the Demarcation Point. Any CPE and wiring that Customer uses in connection with the Facilities shall be compatible with Comcast's other facilities, equipment, and services provided to itself or any other party (the "Network"). 2.7 Customer shall use reasonable efforts to maintain its property and Buildings in a manner that preserves the integrity ofthe Facilities and shall promptly notifu Company of any event that affects such integrity including but not limited to damage to the Facilities or Network. 2.8 At such time as connection of the Facilities and notil) Customer in writing that the date of such notice shall the form is called the ("Acceptance Form"). service notification Customer 2.9 ready to and shall then for use and " The current notice Document" modifu or replace the time without notice to on the part of Customer to be shall not relieve Customer of its its free ingress and egress into and out ofthe with the provision of the Facilities. Upon from Company, Customer shall assist Company in each Building. 2.4 If the presence of asbestos or other hazardous materials exists or is detected, Customer must have such hazardous materials removed immediately at Customer's expense or notifr Company to install the applicable portion of the Facilities in areas of any such Building not containing such hazardous material. Any additional expense incurred as a result of encountering hazardous materials, including but not limited to, any additional equipment shall be borne by Customer. 2,5 Company shall have no obligation to install, operate, or maintain Customer-provided facilities or equipment. any Facilities that would otherwise be avoidance oldoubt, Customer shall not be until, any for Existing Out-of-Scope Fiber unless, and Out-of-Scope Fiber is, in accordance with 2.10 Customer-Provided Equioment (CPE). Company shall no obligation to install, operate, or maintain CPE. Customer shall be responsible for providing maintenance, repair, and replacement of all inside telephone wiring and equipment and facilities on the Customer's side of the Demarcation Point. All CPn, aud wiring that Customet uses in couuection with the Facilities must be fully compatible with the Facilities. Customer shall be responsible for the payment of all charges for troubleshooting, maintenance or repairs attempted or performed by Company's employees or authorized contractors when the difficulty or trouble report results from CPE. 2.11 Neither the Company, nor any of its affiliates, agents or contractors shall install any equipment or take any other action to enahle the ahility to cafhrre, monitor handwidth usage, analyze or otherwise interpret the Customer's network traffrc or its operations and use ofthe Facilities. SECTION 3 - OWNERSHIP, IMPAIRMENT, AND REMOVAL OF THE FACILITIES 3.1 The Facilities and all other portions of the Network are and shall remain the property of Company regardless of whether installed between, within or upon the Buildings and whether installed overhead, above, or underground and shall not be considered a fixture or an addition to the land or the Buildings located thereon. Customer agrees that it shall take no action that directly or indirectly impairs Company's title to the Facilities or Network, or exposes Company or the Facilities, Network, or any Company-provided equipment, or on the rights or title relating thereto, or any interest therein, to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties, and Company will promptly at its own expense take all actions necessary to remedy any violation ofthis provision. 3.2 Upon expiration or termination of this Agreement, Company retains the right to remove the Facilities or Network including, but not limited to, those portions that are located in the Buildings. To the extent Company removes such portion of the Sectiogl.4, included in the Facilities being leased to Customer under this ffiemenl. into Building necessary to toallow Company to use existing the Demarcation Point. 2.2 Subject to the Company, Customer controlled space and and maintenance 2.3 and at no cost to environmentally for installation, operation, each Building. agents, lessees, officers and Page2 of6 CONFIDENTIAL and PROPRIETARY rcv. 10.10. l7 Network; it shall be responsible for returning the Buildings to their prior condition, reasonable wear and tear excepted. 3.3 In accordance with the Federal Communications Commission's Order in FCC 99-216, released August 11, 1999, the Parties agree to the terms set forth in this section. All equipment located on Customer's premises installed or provided under this Agreement by Company is an integral component of the Facilities provided by Company and will only be used in connection therewith. All right, title, and interest in the Facilities and any other equipment or facility provided by Company shall, at all times, remain exclusively with the Company, shall not become a fixture to Customer's premises, and must be returned to Company at the conclusion of the Term (unless a new similar agreement has been executed or is being actively negotiated by both parties) in the condition in which it was received, subject to ordinary wear and tear. Upon expiration or termination of this Agreement, all rights of Customer to the Facilities shall cease and Company may, at its option, disconnect, terminate, remove or use the Facilities for any other purpose. Company may use such equipment and it's Network in any lawful manner, including supporting its network or providing service to other customers and Customer will not sell, lease, assign nor encumber any equipment provided by Company to Customer under this Agreement. Company does not provide any option to Customer to purchase any such equipment. Customer agrees not to interfere with other customers' use of the Company services or equipment, including any Company equipment located on Customer's premises. Customer acknowledges that its intemal communications systems, such as a Local Area Network ("LAN"), would not continue to function if disconnected from the Company Network or disconnected from any on-premise equipment provided by Company 3.4 The Parties understand that the Customer's interconnected with other government networks, limitation other governmental entities having access to for network redundancy purposes. Customer interconnection access as authorized by RCW revenue/profit component, and such access is this Agreement. SECTION 4 - 4.1 The Non-Recurring Charges ("Non-Charges" or "NRC') and Monthly Recurring Charges" or "MRC") for the are in the attached Schedule A and on the availability of Facilities, Upon the NRC and Customer hundred percent (100%0) of the NRC.this Agreement, Company will invoice monthly basis for all Monthly upon the sale, installation, use or provision ofthe Facilities, including all applicable right-of-way, franchise, pole attachment, pole rental and/or other permitting, rental or joint use fees in proportion to its activities hereunder. Further, Company reserves the right to invoice Customer for the costs of any fees or payment obligations stemming from an order, rule, or regulation of the FCC, a public service commission or a court of competent jurisdiction with respect to the Facilities, including, without limitation, charges to recover amounts that Company is permitted by govemment or quasi-governmental authorities to collect from or to pay to others in support of statutory or regulatory programs, including, without franchise fees and right-of'way fees. It will be the of Customer to pay any such taxes and fees that applicable are no such In the event taxes or fees become s use of the Facilities, Company shall efforts to give Customer prior notice of and fees; provided, that, Customer shall such taxes and fees. 5-TERM Unless herein, the term of this twenty (120) months from the Facility ("Term"). Upon the expiration of the Term, periods shall automatically renew for successive each ("Renewal Term(s)"), unless prior notice of vered by either Parfy to the other at least thirty (30) ffis before the expiration of the Term or the then current Rendffi Term. retroactively. To the Parties taxes or fees applicable to Recurring considered days paid to the event the Availability Date is not the first day of the billing period,Recuning Charge shall also include the prorated in arrears charges for Services from date of installation to the date offirst billing. 4.2 Any payment not made when due will be subject to a late charge of l.5o/o per month or the highest rate allowed by law on the unpaid invoice, whichever is lower. 4,3 Except for taxes based on Company's net income, and except to the extent Customer provides a valid tax exemption certificate acceptable to Comcast prior to the Facility Availability Date, Customer shall be responsible for the payment of any and all applicable local, state, and federal taxes (however designated) levied Customer for the Agreement. Payment will be if received within thirty (30) forth in the invoice. Any charges not period will be considered past due. In 6 - TERMINATION WITHOUT FAULT; DEFAULT Notwithstanding any other term or provision in this Customer shall have the right, in its sole discretion, to terminate this Agreement at any time during the Term, or any Renewal Term, upon (i) sixty (60) days prior written notice to Company and (ii) the payment of 100% of the remaining Monthly Recurring Charges payable to Company within ten (10) days following termination of the Agreement ("Termination Charges"). 6.2 (a) Company may, in its sole discretion, immediately terminate this Agreement in the event that it is unable to provide access to the Facilities due to any law, rule, regulation, Force Majeure event, or judgment of any court or government agency. If Company terminates the agreement under this subsection 6.2(a), Customer shall have no obligation to pay any remaining Monthly Recurring Charges as a result of Termination by the Company, with the exception of payments due for Facilities actually provided. (b) Any breach of Article 94' shall be deemed a material breach of this Agreement. In the event of such material breach, Company shall have the right to restrict, suspend, or terminate immediately any or all Service, without liability on the part of Company, and then to notil) Customer of the action that Company has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement. In the event Company terminates service under this subsection 6.2(b), Customer shall be responsible for the payment of all past due amounts and Termination Charges in addition to any other remedies as identified in section 6.4. 6.3 In the event of default, either Party may terminate this Agreement. A "defaulf' exists under this Agreement upon the following events: (D either Party's failure to meet or perform any material term, provision, covenant, agreement, or obligation contained in this Agreement; provided that the non-defaulting Party so advises the Page 3 of6 CONFIDENTIAL and PROPRIETARY rcv.10.10.17 defaulting Party in writing of the event of default and the defaulting Party does not remedy the default within thirfy (30) days after written notice thereof; or (iD Either Party's insolvency or initiation of bankruptcy or receivership proceedings by or against the Party. (iii) Customer is in breach of a payment obligation and fails to make payment in full within ten (10) days after receipt of written notice ofdefault. 6.4 The non-defaulting Party shall be entitled to all available legal and equitable remedies for such breach. 6.5 In addition to the remedies set f orth in Section 6.4 above; Company shall be entitled to Termination Charges for any Customer Default. SECTION 7 _MAINTENANCE 7,l Maintenance consists of the repair or replacemen! at Company's option, of any portion of the Facilities that is malfunctioning. Company will maintain the Facilities twenty-four (24) hours a day, seven (7) days per week, every day of the year. Company is responsible for the maintenance of such equipment.. Except in the event ofan emergency, Company shall provide forty- eight (48) hours advance notice of any such maintenance and all maintenance and repair of the Facilities shall be performed by or under the direction of Company. Customer may not, nor permit $150.00 per truck roll charge. SECTION 8 - LIMITATIONS ON I,IABII,ITY 8.1 COMPANY AND ITS AFFILIA NOT BE AL, OR LIABLE TO CUSTOMER INDIRECT, SPECIAL, CONSEQUENTIAL FORESEEABLE, OF OR NOT LIMITED TO ANY FACILITIES, OR OF REVENUE, LOSS OF USE, LOSS OF OF PROFIT WHETHER SUCH TORT ARISES IN CONTRACT OR EXPRESSLY PROVIDED IN TH COMPANY'S AGGREGATE FOR ANY DAMAGES OF ANYLIABI KIND AGREEMENT WILL NOT EXCEED, IN EQUIVALENT TO THE APPLICABLEAMOUNT, A OUT-OF-SERVICE CREDIT, 8.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8.3 Company's liability for mistakes, errors, omissions, interruptions, delays, outages, or defects in any Facility or Service (individually or collectively, "Liability") shall be limited solely to l/30th of the Monthly Recurring Charge for the affected portion of the Service, for one or more Liabilities of at least two (2) hours in duration in any 24-hour period that is not coincident with any other Liability, ("Credit"), provided that the Liability is reported by Customer during the duration of the Liability. Notwithstanding the foregoing, Company shall not be liable for such Credits if the event is caused in part by force majeure events or Customer's (or Customer's equipment's) actions or omissions. 8.4 Company shall not be liable for any act or omission of any other company or companies fumishing a portion of the Facilities including, but not limited to, the inability of a supplier to provide equipment in a timely manner for Network, or for damages associated with services, facilities, or which it does not furnish, including, but not limited to,result from the operation of Customer's system, shall Company, its affiliates, merchants, or licensors be liable or claim arising out ofor related to: (l)data, files, or software. (i.e., Customer is back up all data, files and software prior to the and at regular intervals thereafter); (2)or interconnection of the Service provided with applications, equipment, servrces or or third parties. 8.5 shall o which In no event contractors, nor its agents or independent contractors or representations for the Service or otherwise bind Company beyond any PUNITIVE warranty expressly set forth in this Agreement. Facilities, and this Agreement. Customer shall not use, or permit any other entity or person to use, the Facilities to provide intemet access service, cable television service, telecommunications, or any other services to any third party, or any services to or from locations other than the locations set forth in Schedule A. Company reserves the right, upon frve (5) business days prior written notice to Customer, to terminate or suspend all rights to use the Facilities if Company (i) detcnlliucs that such usc or fulfululatiul rlucs uot u)lfunu tu thc requirements set forth in this Agreement, or (ii) determines that such use or information interferes with Company's ability to provide the Services to Customer or others. Company's action or inaction in enforcing the requirements of this Section shall not constitute review or approval ofCustomer's or any other users' use or information. 9A.2 Violation. Any breach of this Article 9A shall be deemed a material breach of this Agreement. In the event of such material breach, Company shall have the right upon five (5) days prior written notice to Customer, to restrict, suspend, or terminate immediately any or all rights to access to the Facilities, without liability on the part of Company, in addition to any and all other rights and remedies under this Agreement. SECTION 10 - INSURANCE 10.1 Customer shall, at its own expense, secure and maintain in force, throughout the term of this Agreement, General Liability Insurance, with competent and qualihed issuing insurance companies, including the following coverages: Product Liability; Hazard of Premises/Operations (including explosion, collapse and underground coverages); Independent Contractors; Products and Completed Operations; Blanket Contractual Liability (covering the UDING BUT NOT UTE PRODUCT(S), Page 4 of6 CONFIDENTIAL and PROPRIETARY rcv.10.10.17 liability assumed in this Agreement); Personal Injury (including death); and Broad Form Property Damage in policy or policies of insurance such that the total available limits to all insureds will not be less than $2,000,000 Combined Single Limit for each occurrence and $2,000,000 aggregated for each annual period. Such insurance may be provided in policy or policies, primary and excess, including the so-called Umbrella or Catastrophe forms and each such policy shall be endorsed to show Company, its parent and affiliates and its and their directors, officers, agents, servants, employees and independent contractors as additional insureds. In addition, Customer shall maintain in effect, with insurance companies of recognized responsibility, at its own expense, (i) "All Risk" property insurance coverage with limits sufficient to cover the full replacement cost of the Facilities with no co-insurance, (ii) Business Interruption coverage on an actual loss sustained basis, and (iii) such other insurance as may be required by any applicable franchise and/or pole attachment or conduit license agreements, as applicable and naming Company as the loss payee. All policies required by this Section shall require the insurance companies to notif! Company at least thirty (30) days prior to the effective date of any cancellation or material modification of such policies. SECTION ll.ASSIGNMENT ll.1 Neither Party shall assign any right, obligation or duty, in whole or in part, nor ofany other interest hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld. The foregoing notwithstanding, Company may assign this Agreement to any affiliate, related entity, or successor in interest without Customer's consent. In addition, Company may partially assign its rights and obligations hereunder to any party which acquires from Company all or substantially all ofthe assets of franchise(s) in which the Service is deployed to Customer. lL.2 All obligations and duties of either Party Agreement shall be binding on all successors in interest ofsuch Party SECTION 12 - FORCE SECTION 15 - INDEPENDENT CONTRACTORS 15.1 The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner ofthe other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalfof, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 15.2 The requirements of this expiration, termination, or cancellation greatest extent permitted by law SECTION 16 - 16.1 Unless prior hereto, the other Party ln shall survive the Agreement to the from a Party confidence all information identified from the be treated as taken the includes business, including Page 5 of6 CONFIDENTIAL and PROPRIETARY as confidential, or which, in good conscience, should (a) the owner thereof has such information secret; and (b) economic value, acfual or known to, and not being readily means by the public. Such information to all forms and types of financial, economic, or engineering information, plans, compilations, program devices, formulas, desigBik prototypes, methods, techniques, processes, procedures, prog{!K6s, or codes, whether tangible or intangible, and whether or not stored, compiled, or memorialized physically, electronically, ln its conhol and without its fault or negligence,God, acts of civil or military authority,act of government regulations, condemnation of any the N used to provide the Facilities or Services,war, terrorist acts, nuclear accidents,riots, insunections, fires, floods, power weather conditions, of other persons orinability to secure transportation omissions of transportation common . SEVERABILITY In the more of the provisions in this Agreement shall for any be held invalid, unenforceable, or void in any respect under of the jurisdiction goveming the entire Agreement, such provision(s) shall be construed so as to render it enforceable and effective to the maximum extent possible in order to effectuate the intention of this Agreement; and the validity, legality, and enforceability of the remaining provisions hereof shall not be affected or impaired. SECTION 14 - THIRD-PARTY BENEFICIARIES No provision in this Agreement is intended, nor shall any be interpreted, to provide any person not a Party to this Agreement with any remedy, claim, liability, reimbursement, cause of action or create any other third party beneficiary rights against Company. , photographically, or in writing. A Party shall be excused these nondisclosure provisions if the information (i) has been, or is subsequently, made public by the disclosing Party, (ii) is independently developed by the other Party, if the disclosing Party gives its express, prior written consent to the public disclosure ofthe information (iii) or (iv) if the disclosure is required by any law or governmental or quasi-govemmental rule or regulation. 16,2 Customer shall not disclose to third parties the rates, terms, or conditions of this Agreement or any proprietary or confidential information ofthe Company, except (i) as necessary for the operation ofCustomer's business and under non-disclosure agreement between Customer and third parties and (ii) as required by applicable law, including, but not limited to, the State Public Records Act, Chapter 42.56 of the Revised Code of Washington ("RCW"). 16.3 Company acknowledges and agree that, as a public agency, records and information provided to or otherwise used by the Customer may be subject to a request submitted under the state Public Records Act. In such an event, Company agrees to cooperate fully with the Customer in satisfuing the Customer's duties and obligations under the Public Records Act, subject to Company's rights under this Agreement and RCW 42.56.540. If a request is received for records Company has submitted to the Customer and has identified as confidential, proprietary, or protected trade secret material, the Customer will use its best efforts to provide Company with notice of the request in accordance with RCW 42.56.540 and a reasonable time (of no less than l0 days) within which Company may seek an injunction to prohibit the Customer's disclosure of the requested record. The Customer is not required to assert on Company's behalf any exemption based on trade secret, proprietary, or confidential information, provided, however, the Customer may assert such exemption if the Customer itself believes in good faith that an exemption applies to the requested records. Comcast agrees to defend, indemnifr, and hold the Customer, its officers, officials, employees, agents, and volunteers harmless from any and all claims, Neither Party shall be held liable for performance of any part of this Agreement rcv.10.10.17 injuries, damages, losses or suits, including all legal costs and attomey 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 Company as confidential, proprietary, or protected trade secret material. The provisions of this section shall survive the expiration or termination of this Agreement. SECTION 16,A - CUSTOMER PRIVACY POLICIES 16A.l In addition to the provisions of Article 16, the privacy policy below applies to Company's handling of Customer confidential information. In the event of a conflict between the provisions of Article 16 and any provision of the privacy policy below, the applicable provision ofthe privacy policy shall prevail in the resolution of the conflict. A copy of Company's privacy policy is available at http://www.comcast.com,/customemrivacv/. Company may update this policy from time to time, and such updates shall be deemed effective upon posting. 164.2 Privacy Note Regarding Information Provided to Third Parties: Company is not responsible for any information provided by Customer to third parties, and this information is not subject to the privacy provisions of this Agreement or the privacy policies. Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services. SECTION 17 -NOTICES l7.l Any notices or other communications contemplated or required under this Agreemen! in order to be valid, shall be in writing and shall be given via personal delivery, or ovemight courier, or via U.S. Certified Mail, Retum Receipt Requested, at the following addressesl To Customer: Attn: Director of Information Technology City of Kent 220 Fourth Avenue S. Kent, WA 98032 With a copy to: City Attomey's Offrce City of Kent 220 Fourth Avenue S. Kent, WA 98032 To Company: Attn.: VP - Comcast Management, LLC l70l Center Department - Operations Communications, LLC. l70l lvd / One Comcast Center Philadelphi4 PA 19103 SECTION 18 - HEADINGS AND TITLES The headings or titles of any provisions of this Agreement are for convenience or reference only and are not to be considered in construing this Agreement. SECTION 19 - CHOICE OF LAW The domestic law of the state in which the Services are provided shall govem the construction, interpretation, and performance of this Agreement, except to the extent superseded by federal law. SECTION 20 - COMPLIANCE WITH LAWS Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement. SECTION 21 - AMENDMENTS; NO WAMR 2l.l This Agreement may be only by written agreement signed by authorized Parties. 21.2 No waiver of any or to any default under this Agreement the same shall against whombe in writing and signed by or such waiver is claimed. 2I.3 No course of any Party to strictly enforce any term, construed as a 21.4 of any default by the other Party shall not be any other default. 22 - SURVIVAL context are of this Agreement shall be or condition. in this Agreement that by their sense and to survive the performance, termination or cancelhlion survlig. of this Agreement hereof by any Party hereto shall so SECTION 23 - FULLY INTEGRATED writing constifutes the entire agreement between the Parties as to subject matter hereof and supersedes and merges all prior oral or written agreements, representations, statements, negotiations, undcrstandings, proposals, and undcrtakings with rcspcct to thc Agreement. -SECTION 24 -INTERPRETATION OF AGREEMENT This Agreement is a negotiated document. In the event that this Agreement requires interpretation, such interpretation shall not use any rule of construction that a document is to be construed more strictly against the Party who prepared the document. SECTION 25 - RIGHT TO ENTER INTO CONTRACTS Nothing herein shall be construed as preventing either Party hereto from entering into similar contractual arrangements with other parties, unless such contracts would conflict with the performance of this Agreement. SECTION 26 - REMEDIES CUMULATIVE All rights of termination, or other remedies set forth in this Agreement are cumulative and are not intended to be exclusive of other remedies to which the injured Party may be entitled at law or equity in case of any breach or threatened breach by the other Party of any provision of this Agreement. Use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing any provision ofthis Agreement; provided, however, that Party shall not be entitled to retain the benefit of inconsistent remedies. SECTION 27. COUNTERPARTS This Agreement may be executed simultaneously in two or more counterparts, each counterpart shall be deemed an original, and all counterparts individually or together shall constitute one and the same instrument. Page 6 of6 CONFIDENTIAL and PROPRIETARY rcv.10.l0.17 COMCAST DARK FIBER LEASE AGREEMENT SCHEDULE A SO lD#: 9977476 of KentAccount Nare:Agmmnt lDf : WA-KDhil-ll05l8{ll COMCAST BUSINESS IlwOICE ADDRESS Email: ohiEchi@kentM.oov Pdcry Contact Galen HiEchi Title: lT Phone: Address Contact Galen HiFchiBilling City: Statei Zip Code: Title: Emil: ohicchiaknk oN Fax: AddEss 2: Phone:253856,1614 Zio:94032 sft: Billing Nade Galen HiEchi(3rd Party Address 2: Addrcss I Tex Exempt No applicable lax eremption certilic&s Cell: Far: Service Term (Months):*120 SUMMARY OF SERVICE CHARGES*SUMMARY OF STANDARD INSTALLATION FEES Current Monthly Recurring Charges: Cunent Trunk Services Monthly Recurring Charges: Total Monthly Recurdng Charges (all Services): $0.00 $0 00 Total Standard lnstallation Fees*: Total Trunk Services Standard lnstallation Fees: $0.00 $0.00 $0.00 Total Standard lnstallation Fees (all Services): $0.00 SUMMARY OF CUSTOM INSTALLATION FEESChange Monthly Recurring Charges: Change Trunk Services Monthly Recurring Charges: Ghange Monthly Recurring Charges (all Services): $7,986.00 $0.00 Total Custom lnstallation Fee*:$0.00 $7,986.00 Total Monthly Recurring Charges: Total Trunk Services Monthly Recurring Charges: Total Monthly Recurring Charges (all Services): $7,986.00 $0.00 *$7,986.00 fn"r"rtoDarkFbrLeeAt@medcwerPaFtortutt MRc brabm)SUMMARY OF MONTHLY EQUIPMENT FEES Current Services Equipment Fee Monthly Recurring Charges: Current Trunk Services Equipment Fee Monthly Recurring Charges: Current Equipment Fee Monthly Recurring Charges (All Services): $0.00 $0.00 $0.00 Change Services Equipment Fee Monthly Recurring Charges: Change Trunk Services Equipment Fee Monthly Recurring Charges: Change Equipment Fee Monthly Recurring Gharges (All Services): $0.00 $0.00 $0.00 Total Service Equipment Fee Monthly Recurring Charges Total Trunk Service Equipment Fee Monthly Recuning Charges Total Equipment Fee Monthly Recuning Charyes (AIl Services) $0.00 $0.00 $0.00 COMCAST BUSINESS Line 001 002 003 004 005 006 oo7 008 009 010 011 012 013 o14 015 016 017 018 019 020 o21 o22 o23 o24 025 026 o27 o2a o29 030 031 o32 033 034 035 036 037 038 039 040 041 o42 043 o44 045 046 o47 048 049 050 Account Name: Agr€ement lD tf Short Description of Service: Service Term: COMCAST DARK FIBER LEASE AGREEMENT SCHEDULE A Citv of Kent wA.tohit-110618{t1 120 MONTHS Date: so tD#: 11t6t201E so oo so oo so oo so oo so oo so oo so oo one- I rme so oo so oo so oo so oo so oo $o oo $0.00 so oo so oo ${J. UU so oo $u.uu so oo li0.00 so oo su.uu s0.00 so.o0 $U.UU $0.00 $o.0u $o.o0 $0.00 $0.00 $o oo 3tu.00 $0.00 $o.o0 $0.00 $u.0t) !iu.0u $o.oo !t0.uu $u.uu s0.00 $0.00 so oo $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 sl 294 oo s770 00 so oo so oo so oo so oo so oo so oo so oo so oo so oo $770 00 so oo $o oo so oo $o oo $o oo $0.00 st0.0u $o.0{J $0.00 $o.oo $u.uu $0.00 $0.00 $o oo $0.00 so oo $o.oo $O.UU $O UU $0.0u $o.oo ti / /0.u0 $770.00 $/ /0.o0 $1 294 OO $0.00 $0.00 UU.UU $7,986.00 Monthlv $/ /u.uu $770.00 $0.00 $0.00 $0.00 $0.00 $0.00 SU.UU $0.00 $0.00 nierstate nterslate I ax Jun$tclon lnterstate I nterstate I nterstate lntersiate lnterstate lnterstate lnterstate 9977176 Fite Slelion #74 I 2461 1 1 16th Ave SE Firc Slalion #74 I 2461 1 1 16th Ave SE Fte Slalton # 14 I 246'1'l'l'16th Ave SE Fite slalion # A I 2461 1 1 16th Ave SE servrce Localon z- Fie S1€tion #74 I 2461 1 1 16th Ave SE Fie S|€lion #74 I 2461 1 1 16th Ave Frre Slatron #/4 / 2461 1 1 16th Ave 5E FiIe S|€lion #74 I 2461 1 1 16th Ave Fie Slalion #74 I 2461 1 1 16th Ave SE Kent Shms / 5821 S 240th St corectol Faslrtv / 1230 s. centri ResourG Center / 315 E Meeker I Keil ulw Halt / zzu 4m Avenue 5. Vallev CcmmuniGtions / 23807 SflI@ LO€TON A- Kenl (]ommons / 525 4th Avenue Senror uenter / ouu E. limrm Future Marntenance shoos / st 24 Descnot0n 6Rolrte €iRoute 6Ror{e l2Route 6Route conversron l2ROUte 6Route 6ROUte 6Route uaft Ftoer Hnmary Koule Dark Fibe. Primatu Route Dark Fiber Primaru Rorfe Dark F,ber Primaru Route Dark Frber Pnmaru Route Dark Fiber Primarv Route Dark Fiber Pnmaru Route uaft Flber Hnmarv Route !tervice(s) Dark Fiber Primarv Route Action AOO Add Add AOO Adri Add Add Add Add Request New New New New New New New PAGE 2 SUBTOTAL: COMCAST BUSINESS COMCAST DARK FIBER LEASE AGREEMENT SCHEDULE A oate:lii76-Eo-6-l AsrcemenrD#:,YA{(Dhit-t ,t 06t 8.01 Accounl9977176 Technical Conhct On Sile (Yes/No) \o \o No NO NO No TechnicauLocal Contact Email Address lhirschi@kentwa.gov thirschi@kentwa.oov thirschi@kentua.aov rhirschiCDkentua-oov lnrscnl(@KenMa.0ov thtrschr@kenMa.qov rhirschi@kenMa.oov lnrccnr(@KenMa.0ov Techni€l/Local conhd Phone # (253) 856-4614 1253) a5$4614 {253) 45H614 253) 85&461 4 €53) 45H514 {253) 856'461 4 TechnicaUlocal Contad Name 3alen Hicdi 3alen Hr6chr 3alen Hi6chi ialen HrGdr salen Hirschi lncremedEl Equipment s0 00 $0_00 s0.00 s0 00 $0.00 s0.00 so oo Zip Code 98032 9UU3Z 96032 s8032 9E032 98032 SlateCity Kent Kent Kent Kent Kent Kent Addrcss 2Addrcss I 1230 S. Central St. 220 4th Avenue S. 525 4ln Avenue N. //5I9 106 tH AVE SE 5E Z4U0 6 I Z{n AVe SE 1461 1 116th Ave SE Coffedion Fadlny Kent Citv Hall Kent uommons Rs;*c;;6.- Senior Centea vauey communt€!ons Riverbend 18lh Hole Future Maintenance Shoos -ine 1 2 3 6 7 8 9 10 11 12 13 15 16 17 18 19 m 21 2 25 % z n 3 s 31 32 33 g s 37 Public Comment - Sign Up Sheet For the Kent City Council Meeting of : Januarv 15, 2019 Please PRINT your contact information below and when called upon, come to the podium and state your Name and Address for the record You will be given THREE minutes to speak 6 5 4. 3 2 1 J LV rrll tvc.tf ,r-e,,t"y Yow,t\ Fo \ic.. Or*rnr_ NAME Print Leoiblv ill-r^?t-ftrr 7o&-j61"17 7o Telephone Number 5t5 \A/ hz*wul* q K*. vr./11/L' z1l 6. 6or..1 6 s-r, !<dtJ"T t rtJy qg 63L Address Pt l.a{9 \iuzi'9Wr ( ree. IvftAtm4aoid 5l e 6 W I t-.Can Email Address 'v'u1 q ail 4r Olr 4s 6 Topic utl Living Well Kent Youth Policy Gouncil Presents A Night of Healing Kent Gity Hall 22O Fourth Ave. S Kent WA, 98032 Light Refreshments Provided JANUARY 21ST 6PM TO 8 PM A NIGHT OF HEALING The night of healing is an oppuftunity to corte together and reflect on the effects of gun violence and begin to heal as el colnlnllnity. "Our lives begin to end the day we become silent about things that matter." --Martin Luther King Jr. Li*v ing kVe I 1 (lttcstitlrts or ('ottcct'trs I)lcusc ('ortlacl : Nigistc r\bdi rr i gistcrrrrl iv ingu cl llicnl.org 11,q;s1,. I l1,i 11grvc I lk cttl . ot'g r/24/201.e 1 RIVERBEND LEASE SUMMARY I HALF LION BREWING COMPANY LLC C]TY COUNCIL, JANUARY 15,20T9 '1949 _ 2019' RIVERBEND A'Loof< Back At The Riverbend .Restaurant"Journey 2000-2009. 6 Year lnitialTerm with (1) 6-Year Option = 12 Years Total. 5% of gross revenue or S12.00 SqFt whichever greater. Paid75% ofassociated clubhouse utilities. Capital lnvestment S1,200,000. Lease transitioned ownership / mgmt.3 more times via lease assignment. successful in receiving payment, the City will book those payments as revenue when/ifthey are received. @ Lasted I Years 374.939 is in collections and still due*Over $175,000 of restaurant revenue write-off (not including legal/facility and other fees and charges) 20to-20t5. 5 Year lnitial Term with (3) S-Year Option = 20 Years Total. 5% of gross revenue and 10% of catering revenue. Paid 66% of power, 50% water/sewer. Capital lnvestment S100,000. June 2015 Lease Terminated. lasted 5 Years S72.487 is in collections and still due* Lasted 1.5 Years $27,623is in collections and still due* 20x6-20L7. 10 Year lnitial Term with (1) S-Year Option = 15 Years Total. 8%ofgross revenue. (Min 5s,000 - Max 512,000). Utilities built into percentage rent.. Capital lnvestment $400,000. March 2017 Lease Terminated. I t/24/201.9 Turning Key Challenges lnto A New Way Of Thinking Lack of strategic financial planning. Riverbend didn't have forecasted financial planning or analytics of breakeven points and business segments. Golf fund cannot continue to write off/absorb lost restaurant revenue or manage without a restaurant. Completed the 2078-2023 Riverbend Golf Complex Business Plon - ollowed Riverbend to understand its reliance on restqurant revenue for financiol sustainability. Proven history demonstrates Riverbend was taking too much of very little 'net' profit (City percentages were taken on 'gross' profit)- restaurants couldn't handle the high expectations by the City while still operating profitable businesses. The City needs to see the restaurant at Riverbend, as a collaborative business partner rather than an exclusive, stand alone profit center. Removed the gross prolit expectation and transitioned to flot monthly lease fee in direct alignment with business plan torgets (which directly offset any assigned internol service fee from facilities/utility consumption.) Understanding What Golfers and What Meeker Needs June 20t8, surveyed golfers/community (950) on priorities regarding food/beverage: / 44% of the respondents felt thot food and beverage service was extremely or very importont to their golfing experience./ 66% of the respondents surveyed said that they would prefer a "Bsr and Grill" or "Sports Bar" type of otmosphere dt Riverbend./ Serving lunch, having concessions/cart service and full service bor were rated top priorities by raters. Restaurant needs to serve both the golf customer and the new population to come with development along Meeker Street, which targets a millennial market. Reduced square footage of restaurant to expand ProShop on the 18-Hole Course - in alignment with business plan. a a a 2 r/24/20Ls OPEiATION OF IHE iESIAURANI ATIHE RIVERBEND GOLf COMPLEX, KENl- WA REQU6I rcR PROIOSATS PiOPOSAI OUE DAI[: Ml 11,20:a PO|Nt OaCONIACI @ 84If.8$fSp The Search for Riverbend's New Restaurant Partner April zOLg RFP advertised to entice/engage interest in Riverbend Active interest from Hackers Bsr ond Grill from Modrona Links Golf Caurse in Gig Harbor. Negotiations continued for 4 months, Hackers ultimately bocked out due to pe rsono l/fa m i ly re o so n s. Re-engaged a few restaurants that reached out originally and/or after news of available opportunity spread. After months of negotiations, staff is recommending moving forward with Half Lion Brewing Company, LLC, who will be creating a new subsidiary branch of their existing Brewing Company brand, d/bla,'Half Lion Public House'at Riverbend. a a a Existing taproom in Sumner, Wa. Will remain open. 'Half Lion Public House' is a new subsidiary of their existing brand. Riverbend will have a full service bar, but also serve Half Lion craft brews and maintain its rustic, authentic ambiance. Experienced with food, catering as well as hosting large events and private parties. ln just 3 years, have created a strong business, brand and identity, with future expansions to come. "l'Li'urt,t,.t't'itad to gt'on'. uttd to btrild o prrrlnt'rsltilt *illt tlta ( itt,of Kotl to conlirtt.tt: t'<:ottotttit'tlercloptttant vilhirt rlte city, I'l'c ul.stt loolt.fitrtt'urtl lo txtrlting rithirt tltc Kent ,.'t,nrttrturit.r'. tt,ttlitrtrit,4 lo ,gt'otr tltr llull Lion F-untily." ]t l'tlitI l- F*(l;11 n,tl']); i * ;;1. I 4 %,. tra a a .- @HALFLION -l-"''eP''-=1 - r*1s'!t*--r,_- ,-5 -za4ffi*aJ-n ,--s nr tffi 3 t/24/201.9 lease Terms for Riverbend Restaurant Space Restaurant Name: Half Lion Public House Security Deposit: 55,000 due at lease signing Lease Term: L0 Year lnitial Tern"r, 3 S-Year Options to Extend = 25 Years. Re-development clause after initiolterm / depreciated buy out of o rigi n ol ca pita I i nvestm e nt Base Annual Lease Fee: 536,000 per year (see Exhibit E)e J months rent abatement. Min of 3% CPI growth annually. At each option for extension / market adjustment triggers o Option 1 2029-2023 - min i% / max of 6% increose o Option 2 2034-2038 - min 3% / mox of 10% increose o Option 3 2039-2043 - min 3% / mox oJ 13% increase a a a a Lease Terms for Riverbend Restaurant Space Cont. Utilities:, First yeor: Tenont shall be respansible for 45% of actuol utility chorges, ond shall reimburse the Londlord monthly.. Consumption will be trocked for full yea7 percentages validated/modified snd changed via formal leose omendment for following years. Tenant Capital lnvestment: SL00,O0O +/- initially, on-going. Tenant responsible for all taxes, fees, leasehold tax at t2.84%o, etc. Tenant responsible for insurance and liability within premises. a a a a 4 1,/24/201.9 Alignment with 2018-2A23 Riverbend Business Plan Business Plan sg4,O15 $35,03S s36,096 $32,169 $gg,2g4 stgo,sgg Notes: *2079 will be pro-roted based on lease terms. 2018 53j,000 leose revenue planned was absorbed vio general operotions. Above omounts are base lease only. Excise tax and utilities ore not included. Above omounts due not include indirect benefits like increased rounds, tournoments, etc. Total Stgt,tzg $to,s+o Next Steps . Finalize lease details / sign lease by end of January 2OI9. ' Finalize renovation approach / remodel anticipated to take 3-4 months. . Tentative soft opening in May, Grand Opening in June 2019, (dependent upon construction campletion ond LCB licensing.) . Joint press releases / golfer and community announcements. Beginning integration and engagement with Half Lion and Riverbend Golfers through meet and greets and mini pop-up events. a a Continued collaboration and success ! 5 rl24/zots E@ Julic Parascondolo, CPRE, Dircctor Parks, Recreation and Community Services 2s3-8s6-s007 | Pete Petersen, Golf Course Manager Riverbend Golf Complex 2s3-Bs6-s190 | IUVI.:tillt,lu t) 6 INTERIM ZONING ORDINANCE u$'lst' -c s aaoth +6 3 tat th $ 272rd .c -f.f xon,d !e Et I Ioa ..-tt." $c=t t I5 citl ,,:;:::1'''.$$ * {f Ilicln,s.r ib.'t: ;-'F , : rl I 4 -. Ii .- ll, a I { \. *' 5 "t *'; ,, t. ,."' Fr .-J '-1 1''if' T 'i: i!i , -i ; i-. ir IVlidway Subarea Plan Land Use Scenario 4.0 knr Hiqhhrdr - rlrd u. Pdcndn :d Aub:.ioddtino. Hid utr Pkh.6@ifr y reil and ie,vi.cs ld di&ntd {Gd Mnatud rjto,y ro 9 iryheqhlsrhrmdlnln ?m'b'!n( ffbfiery< n.(l.l<oddor tro 14 d(mu.i9 (iwide,.r r$loD.l (omm(rrl aM rght hdu*il.r !sad d4k lsr Primailly&ro #r&m$.! vt$ 'r&iin !!p@rtE l&ihhr lt (o{t -q 6dd.rhF.n.won Q9 hq6d8rrsreilddoi X F+ordturdry8ss@rlMikol I LT:CEND ?e: * -r?o-t- / {L- -.--.1 r r>- /]t\, { a - \ C \ \ \, Sisqt h l* tttJl lJrrlrr fn-jIl oo-..__ J \ Sr' .099- - WHAT DOWEWANT MIDWAYTO BE? 'An interesting, inviting, and Sdfe urban plaCe where buildings hug the edge of generous sidewalks... comfortable and ?€sthetically pleasing environment... welcoming plazas... sights, smells and sounds make it a place to linger and enjoy." Franchise Applications for Use of Right-of-Way WHAT WHY HOW WHO WHEN o a o o o Franchise Applications for Use of Right-of-Way WHAT New Chapter 6.15 Franchise Application Process WHY To standardize the process To comply with deadlines in the new FCC Order KENT KENT Franchise Applications for Use of Right-of-Way HOW WHO WHEN Im mediately Application Contents Completeness Review Utility or Service Providers Not Cable or Water/Sewer Districts KENT Flashing Yellow Arrow Intersections S Indicates FYA - 14 intersections lxt !)U !J l: 6o- . I o; I l 9,, .t ,g t. i edc St lr/j.s'l'{d I ',ii Io sE.2hs.s!... i-l 6sz) +, j 'I ;;;;", $r.l:19!t,"i.-!.- , o eI ,@ 9 :! ,i I,l I, 1 i e.'* :r l I I s!1911!. -lisi i&i b'i .' i:i { D** @,r"*** ;1,'' ! . .s 200. sr !p f :'a!*:l fi --.-----s_?!6 $! t-.- 2t6 ._s-:?3.!t. rli ' n : oo Fr;!*r; I +l:lt:,5 sr..1L$r.-... -..- @lI'r l-"*'--'----i A ri Slz lakc s ?n8 $l i ti 3 Kit:i.l e .+' /^.v KENT :t, i I I Kent City:Councll January 15r2019 ni Q,9 ''. @ ':) *"o io*" @ @ila.M @ry*"I j a j-,''. I ,,! 6 l t" I @rit l 6 -.1 @.. t' il.i: ;C:t lgte I i: -- ---,*---lt.lljj f , t__/ i