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
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January 15, 2019
Kent, Washington
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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.
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January 15, 2019
Kent, Washington
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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
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Kent, Washington
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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-
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January 15, 2019
Kent, Washington
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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
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Kent, Washington
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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
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January 15, 2019
Kent, Washington
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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
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Minutes
January 15, 2019
Kent, Washington
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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
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January 15, 2019
Kent, Washington
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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
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January 15, 2019
Kent, Washington
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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,
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January 15, 2019
Kent, Washington
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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
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January 15, 2019
Kent, Washington
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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).
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Kent, Washington
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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
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January 15, 2019
Kent, Washington
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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.
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Kent, Washington
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▪ 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
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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
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The 8th Annual
Kent Turkey
Challenge
B Years of Community Service
Overall, the Annual Kent Turkey Challenge has raised over
$Lsg,ggg
and
55,566 pounds of food
Turkey Challenge Coloring Contest
Winners!
Vols for lh3
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One lucky winner was chosen from each participating school
and one non-school participant to win an electric scooter prize!
Sunrise Elementary
Congratu lations
Prabhleen !
Age 9 2919.Xgllqll
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"#Name: .r l, , . ---.Age:-,
Grass Lake Elementa ry,.*?
Congratu lations
Erika !
Age 11
Congratu lations
Lily !
Age 10
2gtL$qr'_igrl
Age: lil
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Name: i,iil Rn..iuul
Spri ngbrook Elementa ry
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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
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Congratu lations
Max!
Age 7
$c,ooo
$z,ooo
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St,ooo
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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,
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Swearing ln
. Matthew Fisher
. Jordan Axelson
. Joshua Arnett
o Andrehas Rodriguez
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. Jacob Mines
. Jim Beemer
. Patrick Baughman
. William Fritsch
. Osca r Rod riguez
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Lifesavine Award. Officer Taylor Burns
. Officer Tessa Melville
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?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,
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?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. '
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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 ,, ':.
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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'
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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,,,,
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Economic Development Update
Bill Ellis, Chief Economic Development Officer
January L5,20L8
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. ,;l*...4 KENT
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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
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Morrill Bank Building Charrette
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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
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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
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Kent Valley Marketing Update
Greater Seattle Partners Update
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GREATER SEATTLE
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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
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fhank you lo our sponsorsl
COMCAST
BUSINESS
BEYOND FAST
-Port j
of Seattle'
Aerospace Job Fair @ accesso ShoWare Center
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AEROSPACE FUTUBES AI!IANCE
Presented by
In partnershipwith
KENT
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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
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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
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Corner of 6th and Meeker
Interurban train yard for storage.
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1902 Kent changed providers to the Interurban Railroad Company which would
become Puget Sound Power and Light Company and then Puget Sound Energy.
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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.
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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
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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
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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
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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.
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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.
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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.
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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.
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o
a
a
a
o
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(A) "Advertising Revenues" shall mean revenues derived from sales of advertising
that are made available to Grantee's Cable System Subscribers within the City and shall be
allocated on 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
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a
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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).
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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
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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
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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
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City grants such an additional franchise or other similar lawful authorization to utilize the
Rights-of-Way for Cable Services or similar video programming services containing material
terms and conditions that differ from Grantee's material obligations under this Franchise, or
declines to require such franchise or other similar lawful authorization where it has the legal
authority to do so, then the City agrees that the obligations in this Franchise will, pursuant to the
process set forth in this Section, be amended to include any material terms or conditions that are
imposed upon the new entrant, or provide relief from existing material terms or conditions, so as
to insure that the regulatory and financial burdens on each entity are materially equivalent.
"Material terms and conditions" include, but are not limited to: Franchise Fees and Gross '
Revenues; complementary services; insurance; System build-out requirements; security
instruments; Public, Education and Government Access Channels and support; customer service
standards; required reports and related record keeping; competitive equity (or its equivalent);
audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties
agree that this provision shall not require a word for word identical franchise or authorization for
a competitive entity so long as the regulatory and financial burdens on each entity are materially
equivalent. Prior to formal consideration of a competitive franchise to provide Cable Services or
similar video programming service, the City shall provide notice to Grantee, consistent with
Section 7 .12.170 of the Kent Municipal Code.
(B) The modification process of this Franchise as provided for in subsection 2.6 (A)
shall only be initiated by written notice by Grantee to the City regarding specified franchise
obligations. Grantee's notice shall address the following: (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
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provider, with the understanding that Grantee may use its current system design and technology
infrastructure to meet any requirements of the new franchise, so as to insure that the regulatory
and financial burdens on each entity are equivalent. If Grantee so elects, the City shall
immediately commence proceedings to replace this Franchise with the franchise issued to the
other multi-channel video programming provider.
(E) Notwithstanding anything contained in this subsection 2.6(A) through (D) to the
contrary, the City shall not be obligated to amend or replace this Franchise unless the new . .
entrant makes Cable Services or similar video programming services available for 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,
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and finds that the same are commercially practicable at this time and consistent with all local,
State, and federal laws and regulations currently in effect, including 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.
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3.6 Audits
Not more than once every three (3) years, upon thirty (30) days' prior written notice, the
City, including the City's Finance Director, shall have the right to conduct an independent
audit/review of Grantee's records reasonably related to the administration or enforcement of this
Franchise. Pursuant to subsection 1.30, as part of the Franchise Fee audit/review, the City shall
specifically have the right to review relevant data related to the allocation of revenue to Cable
Services in the event Grantee offers Cable Services bundled with non-Cable Services. An
independent audit/review of Grantee's records may be conducted more frequently if the City has
a reasonable basis upon which to believe an 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
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underpayment to the City. If an overpayment is discovered, Grantee may take an offset against
future Franchise Fee payments, with no interest or other cost to the City.
3.9 AlternativeCompensation
In the event the obligation of Grantee to compensate the City through Franchise Fee
payments is lawfully suspended or eliminated, in whole or part, then Grantee shall pay to the
City compensation equivalent to the compensation paid to the City by other similarly situated
users of the City's Rights-of-Way for Grantee's use of the City's Rights-of-Way, provided that
in no event shall such payments exceed the equivalent of five percent (5%) of Grantee's.Gross
Revenues (subject to the other provisions contained in this Franchise), to the extent consistent
with Applicable Law.
3.10 Maximum Legal Compensation
The parties acknowledge that, at present, applicable federal law limits the City to
collection of a maximum permissible Franchise Fee of five percent (5%) of Gross Revenues. In
the event that at any time during the duration of this Franchise the City is authorized to collect an
amount in excess of five percent (5%) of Gross Revenues, then this Franchise may be amended
unilaterally by the City, by resolution of the City Council, to provide that such excess amount
shall be added to the Franchise Fee payments to be 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.
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Any decision or election by Grantee not to exercise any right it has under applicable law,
including any Order by the FCC in the 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.
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4.2 Rates and Charges
All of Grantee's rates and charges related to or regarding Cable Services shall be subject
to regulation by the City to the full extent authorized by applicable federal, State, and local laws.
4.3 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.
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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.
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4.10 Force Majeure
In the event Grantee is prevented or delayed in the performance of any of its obligations
under this Franchise by reason beyond the control of Grantee, Grantee shall have a reasonable
time, under the circumstances, to perform the affected obligation under this Franchise or to
procure a substitute for such obligation that is satisfactory to the City. Those conditions that are
not within the control of Grantee include, but are not limited to, natural disasters, civil
disturbances, work stoppages or labor disputes, power outages, telephone network outages, and
severe or unusual weather conditions, all of which have a direct and substantial impact on
Grantee's ability to provide Cable Services in the City and were not caused and could not have
been avoided by Grantee, who used its best efforts in its operations to avoid such results.
If Grantee believes that a reason beyond its control has prevented or delayed its
compliance with the terms of this Franchise, Grantee shall provide documentation as reasonably
required by the City to substantiate 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.
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(C) Procedures and Defense. If a claim or action arises, the City or any other
indemnified party shall promptly tender the defense of the claim to Grantee, which defense shall
be at Grantee's expense. The City may participate in the defense of a claim, but if Grantee
provides a defense at Grantee's expense then Grantee shall not be liable for any attorneys' fees,
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 ($5,000,000) at a minimum.
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(2) Commercial Automobile Liability insurance with minimum combined
single limits of one million dollars ($ 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
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insured status. The certificates and endorsements for each insurance policy are to be signed by a
Person authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements for each insurance policy are to be on standard forms or such forms as are
consistent with standard industry practices.
(D) Self-Insurance. In the alternative to providing a certificate of insurance to the
City certifying insurance coverage as required above, Grantee may provide self-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;
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(3) Monetary remedies or damages assessed against Grantee due to default or
breach of Franchise requirements; and,
(D) The City shall give Grantee written notice of any withdrawal under this
subsection upon such withdrawal. Within seven (7) days following receipt of such notice,
Grantee shall restore the letter of credit to the amount required under this Franchise.
(E) Grantee shall have the right to appeal to the Hearing Examiner for reimbursement
in the event Grantee believes that the letter of credit was drawn upon improperly. Grantee shall
also have the right ofjudicial appeal if Grantee believes the letter of credit has not been properly
drawn upon in accordance with this Franchise. Any funds the City erroneously or wrongfully
withdraws from the letter of credit shall be returned to Grantee with interest, from the date of
withdrawal 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.
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SECTION 7. REPORTS AND RECORDS
7.1 Open Records
(A) Grantee shall manage all of its operations in accordance with a policy of keeping
its documents and records open and accessible to the City. In addition to any other records that
may be provided for under any other section of this Franchise, and without limiting the
provisions of Section 10 of this Franchise, the City, including the City's Finance Director and
Public Works Director or their designees, shall have access to, and the right to inspect, any,books
and records of Grantee, its parent corporations and Affiliates, which are reasonably related to the
administration or enforcement of the terms of this Franchise, or Grantee's use 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.
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Grantee shall be responsible for clearly and conspicuously stamping the word "Confidential" on
each page that contains confidential or proprietary information, and shall provide a brief written
explanation as to why such information is confidential and exempt from public disclosure under
State law.
As a public agency, records and information provided to or otherwise used by the City
may be subject to a request submitted under the state Public Records Act. In such an 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;
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(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.
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During any transition period, Grantee shall be entitled to the revenues for any period during
which it operates the Cable System, and shall be entitled to reasonable costs for its services when
it no longer operates the Cable System.
(C) In the event Grantee fails to operate the Cable System for four (4) consecutive
days without prior approval of the Chief Administrative Officer, or without just cause, the City
may, at its option, operate the Cable System itself or designate another Cable Operator to operate
the Cable System until such time as Grantee restores service under conditions acceptable to the
City or a 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
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Signal in an SD format to the demarcation point at the designated point of origination for
the SD Access Channel. At such time as the HD Access Channel described in subsection
(C) below is activated, the Designated Access Provider will provide only an HD Access
Channel Signal in an HD format. At that time, Grantee will broadcast the HD signal on
the HD Access Channel and also downconvert the HD signal for additional broadcast on
the SD Access Channel. Grantee shall transport and distribute the SD Access Channel
signal on its Cable System and shall not unreasonably discriminate against SD Access
Channels with respect to accessibility and functionality, and not unreasonably
discriminate as to the application of any applicable FCC Rules & Regulations, including
without limitation Subpart K Channel signal standards.
(2) With respect to signal quality, Grantee shall not be required to carry a SD
Access Channel in a higher quality format than that of the SD Access Channel signal
delivered to Grantee, but Grantee shall distribute the SD Access Channel signal without
degradation. Upon reasonable written request by a Designated Access Provider, Grantee
shall verify signal delivery to Subscribers with the Designated 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,
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(b) There will be a minimum of five (5) hours per-day, five days per-
week of HD PEG programming available for the HD Access
Channel. For the purposes 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.
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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.
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(3) The PEG Contribution shall increase to sixty cents ($0.60) per Residential
Subscriber per month starting three (3) years after the Effective Date of this Franchise
through the tenth (10) year 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
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all necessary equipment and full training of City's Access personnel to ensure that the
capabilities of Access services are not diminished or adversely affected by such change. If the
City implements a new video delivery technology that is currently offered and can be
accommodated on Grantee's local Cable System, then the same provisions above shall apply. If
the City implements a new video delivery technology that is not currently offered on and/or that
cannot be accommodated by Grantee's local Cable System, then the City shall be responsible for
acquiring all necessary equipment, facilities, technical assistance, and training to deliver the
signal to Grantee's Headend for distribution to Subscribers.
9.9 Technical Quality
Grantee shall maintain all Upstream and Downstream Access services and Channels on
its side of the demarcation point at the same level of technical quality and reliability required by
this Franchise Agreement and all other Applicable Laws, rules, and regulations for Residential
Subscriber Channels. Grantee shall provide routine maintenance for all transmission equipment
on its side of the demarcation point, including modulators, decoders, multiplex equipment, and
associated cable and equipment necessary to carry a quality 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
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movement of production facilities to a new location, the parties shall work together to complete
the new return line as soon as reasonably possible.
SECTION 10. GENERAL RIGHT-OF-WAY USE 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.
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10.6 Emergency Permits
In the event that emergency repairs are necessary, Grantee shall immediately notify the
City of the need for such repairs. Grantee may initiate such emergency repairs and shall apply
for appropriate permits within forty-eight (48) hours after discovery of the emergency.
10.7 Compliance with Applicable Codes
(A) City Construction Codes. Grantee shall comply with all applicable State and City
construction codes, including without limitation the City of Kent Design and 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
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Grantee's lines, cables, equipment, and other appurtenances from the property in question at
Grantee's expense.
10.9 Preventlnjury/Safety
Grantee shall provide and use any equipment and facilities necessary to control and carry
Grantee's signals so as to prevent injury to the City's property or property belonging to any
Person. Grantee, at its own expense, shall repair, renew, change, and improve its facilities to
keep them in good repair, and safe and presentable condition. All excavations made by Grantee
in the Rights-of-Way shall be properly safeguarded for the prevention of accidents by the
placement of adequate barriers, fences or boarding, the bounds of which during periods of dusk
and darkness shall be clearly designated by warning lights. Further, any street cuts made and
repaired shall be performed in accordance with all City construction codes.
10.10 Hazardous Substances
(A) Grantee shall comply with any and all Applicable Laws, statutes, regulations and
orders concerning hazardous substances relating to Grantee's Cable System in the Rights-of-
way.
(B) Upon reasonable notice to Grantee, the,City may inspect Grantee's facilities in the
Rights-of-Way to determine if any release of hazardous substances has occurred or may occur
from or related to Grantee's Cable System. In removing or modifying Grantee's facilities as
provided in this Franchise, Grantee shall also remove all residue of hazardous substances related
thereto.
(C) The provisions of Section 5;1 shall apply to any claims against the City arising
out of a release of hazardous substances caused by Grantee's Cable System.
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.
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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
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80.36.150, this Franchise and the Municipal Code. Grantee shall allow the City to lay its cable,
conduit, and Fiber Optic cable in Grantee's trenches and bores, provided there is reasonable
space available and the City shares in the cost of the trenching and boring on the same terms and
conditions as Grantee, or otherwise in accordance with Applicable Law. The City shall be
responsible for maintaining its respective cable, conduit, and Fiber Optic cable buried in
Grantee's trenches and bores under this subsection. Any conduit, cable or Fiber Optic Cable
installed pursuant to this subsection shall not be used for the purpose of competing with Grantee
in the provision of Cable Services.
10.14 Undergrounding of Multiple Dwelling Unit Drops
In cases of single site Multiple Dwelling Units, Grantee shall 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.
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10.16 Cable Drop Bonding
Grantee shall ensure that all cable drops are properly bonded at the home, consistent with
applicable code requirements.
10.17 Prewiring
Any ordinance or resolution of the City that requires prewiring of subdivisions or other
developments for electrical and telephone service shall be construed to include wiring for Cable
Systems.
10.18 Repair and Restoration of Property
(A) Grantee shall protect public and private property from damage.' ,If damage occurs,
Grantee shall promptly notify the property owner within twenty-four 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.
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10.20 Discontinuing Use/Abandonment of Cable System Facilities
Whenever Grantee intends to discontinue using any facility within the Rights-of-Way,
Grantee shall submit for the City's approval a complete description of the facility and the date on
which Grantee intends to discontinue using the facility. Grantee may remove the facility or
request that the City permit it to remain in place. Notwithstanding Grantee's request that any
such facility remain in place, the City may require Grantee to remove the facility from the Right-
of-Way or modify the facility to protect the public health, welfare, safety and convenience, or
otherwise serve the public interest at no cost to the City. The City may require Grantee to
perform a combination of modification and removal of the facility. Grantee shall complete such
removal or modification in accordance with a schedule set by the City. Until such time as
Grantee removes or modifies the facility as directed by the City, or until the rights to and
responsibility for the facility are accepted by another Person having authority to construct and
maintain such facility, Grantee shall be responsible for all necessary repairs and relocations of
the facility, as well as maintenance of the Right-of-Way, 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
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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
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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
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Grantee shall be liable for all costs incurred by the City and associated with Grantee's
violation and the City's issuance of the stop work order. Grantee reserves the right to challenge
any City determination of Grantee's obligations under this Section.
10.29 Work of Contractors and Subcontractors
Grantee's contractors and subcontractors shall be licensed and bonded in accordance with
the City's ordinances, regulations, and requirements. Work by contractors and subcontractors is
subject to the same restrictions, limitations, and conditions as if the work were 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.
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ll.2 Standby Power
Grantee's Cable System Headend shall be capable of providing at least twelve (12) hours
of emergency operation. In addition, throughout the term of this Franchise, Grantee shall have a
plan in place, along with all resources necessary for implementing such plan, for dealing with
outages of more than four (4) hours. This outage plan and evidence of requisite implementation
resources shall be presented to the City no later than thirty (30) days following receipt of a
request.
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.
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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
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distribution cable, service may be made available on the basis of a capital contribution in aid of
construction, including cost of material, labor and easements. For purposes of determining the
amount of capital contribution in aid of construction to be 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
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owned jails, located in areas where Grantee provides Cable Service, so long as these facilities are
already served or the interconnection point on these facilities is located within one hundred
twenty five (125) feet of the distribution point on the Cable System from which Cable Service
can be provided to these facilities. For purposes of this subsection, "school" means all State-
accredited K-12 public and private schools. Such obligation to provide free Cable Service shall
not extend to areas of City buildings where Grantee would normally enter into a commercial
contract to provide such Cable Service (e.g., golf courses, airport restaurants and concourses, and
recreation center workout facilities), and such Cable Service shall not be located in public
waiting areas or used to entertain the public, nor shall they be used in away that violates
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
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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;
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(4) If Grantee becomes insolvent or if there is an assignment for the benefit of
Grantee's creditors; or
(5) If Grantee makes a material misrepresentation of fact in the application for
or negotiation of this Franchise.
(B) Following the procedures set forth in subsection 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.
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13.3 Procedures in the Event of Termination or Revocation
(A) If this Franchise expires without renewal after completion of all processes
available under this Franchise and federal law or is otherwise lawfully terminated or revoked, the
City shall have the right to require Grantee to remove all or any portion of the System utilized
exclusively for the provision of Cable Services from all Rights-of-Way and public property
within the City 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.
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(C) In any case where the City elects to purchase the Cable System, the purchase shall
be closed within one hundred twenty (120) days of the date of the City's audit of a current profit
and loss statement of Grantee. The City shall pay for the Cable System in cash or certified
funds, and Grantee shall deliver appropriate bills of sale and other instruments of conveyance.
(D) For the purposes of this subsection, the price for the Cable System shall be
determined as follows:
(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.
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13.6 No Monetary Recourse Against the City
Grantee shall not have any monetary recourse against the City or its officers, officials,
boards, commissions, agents or employees for any loss, costs, expenses, or damages arising out
of any provision or requirement of this Franchise or the enforcement thereof, in accordance with
the provisions of applicable federal, State, and local law. The rights of the City under this
Franchise are in addition to and shall not be read to limit any immunities the City may enjoy
under federal, State, or local law.
13.7 AlternativeRemedies
No provision of this Franchise shall be deemed to bar the right of the City to seek or
obtain judicial relief from a violation of any provision of the Franchise or any rule, regulation,
requirement or directive promulgated thereunder. Neither the existence of other remedies
identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the
right of the City to recover monetary damages for such violations by Grantee, or to seek and
obtain judicial enforcement of Grantee's obligations by means of specific performance,
injunctive relief or mandate or any other remedy at law or in equity.
13.8 Assessment of Monetary Damages
(A) The City may assess against Grantee monetary damages (i) up to five hundred
dollars ($500) per day for general construction delays not otherwise addressed in this Franchise,
violations of PEG obligations or payment obligations, (ii) up to two hundred fifty dollars ($250)
per day for any other material breaches, or (iii) up to one hundred dollars ($100) per day for
defaults, and collect the assessment as specified in this Franchise. Damages pursuant to this
Section shall accrue for a period not to exceed one hundred twenty (120) days per violation
proceeding. Such damages shall accrue beginning thirty (30) days following Grantee's receipt of
the notice required by Section 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
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revoked and a new franchisee is selected by the City; or obtain an injunction requiring Grantee to
continue operations. If the City is required to operate or designate another entity to operate the
Cable System, Grantee shall reimburse the City or its designee for all reasonable costs, expenses,
and damages incurred.
13.10 What Constitutes Abandonment
The City shall be entitled to exercise its options in subsection 13.9 if:
(A) Grantee fails to provide Cable Service in accordance with this Franchise over a
substantial portion of the Franchise Area for four (4) consecutive days, unless the City authorizes
a longer 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.
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14.2 Transfer of Ownership or Control
(A) The Cable System and this Franchise shall not be sold, assigned, transferred,
leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale,
merger, or consolidation, nor shall title thereto, either legal or equitable, or any right, interest, or
property therein pass to or vest in any Person or entity without the prior written consent of the
City, 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.
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(F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by
the City, Grantee shall file with the City a copy of the deed, agreement, lease or other written
instrument evidencing such sale or transfer of ownership or control, certified and sworn to as
correct by Grantee and the 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.
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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.
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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.
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,
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 :
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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.
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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
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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 , '
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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
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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
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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
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of a new Dark Fiber Agreement with Comcast Business Communications, LLC, an Affiliate of
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Comcast ("Dark Fiber Agreement") for a ten Vear'tey1, and Comcast's waiver of a majority of
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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
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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.
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'';,.,,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
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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
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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
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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),
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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
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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
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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.
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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
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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.
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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.
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10. Nonwaiver
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The waiver by either party of any breach,;9f uny term, covenant or condition contained in
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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,
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covenant, condition or obligation.
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.Nor shall any waiver of any incident of breach or default
constitute a continuing waiver of the same.
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11. CoUqt"e,pa.itS.
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This Agreerirent may be executed in one or more counterparts, each of which shall be. .:,, ., ./)..-./..
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deelned h4rriginal, but all of which together shall constitute one and the same instrument.
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'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.
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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:
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By:
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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
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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
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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
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o21
o22
o23
o24
025
026
o27
o2a
o29
030
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o32
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039
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o42
043
o44
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o47
048
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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:
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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
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6ROUte
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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
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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
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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
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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."
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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 |
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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
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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
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