HomeMy WebLinkAbout04-19-2019 - Original - Comcast Business Communications, LLC - Dark Fiber Lease Agreement - 4/19/19 Comcast Business Communications, LLC
Dark Fiber Lease Agreement
This Dark Fiber Lease Agreement("Agreement") is made on the IT"day of Apo 2019 ("Effective
Date") by and between Comcast Business Communications, LLC ("Company" or "Comcast") with offices located
at 1701 JFK Blvd Philadelphia, PA 19103 and City of Kent ("Customer" or City), with offices located at 220 4th
Ave Kent, WA 98032. Herein, the above shall be collectively referred to as the "Parties" and individually as
"Party"
Description of Facilities("Facilities")to be provided by Company to Customer:
Dark fiber strands as set forth in Schedule A attached hereto.
Agreement Number: WA-KDhil-110618-01
Term of Agreement(months): One-Hundred and Twenty 120
Non-Recurring Charges "NRC" : $0.00
Total Monthly Recurring Charges(exclusive of applicable taxes, surcharges, fees and/or payment obligations, as
set forth in the Agreement)("MRC"):
Month(s)One(1)through Twelve(12)=$1,727.08
Month(s)Thirteen(13)through Twenty-Four(24)=$3,993.00
Month(s)Twenty-Five(25)through One-Hundred-Twenty(120)=$7,986.00
Number of Sites: Ten 10 FF—acility Availability Date: TBD
Notes/Comments:
Sales Person: Karen Dhillon Telephone Number: 253 864-4671
General Manager: Chris Preko a Telephone Number: 720 357-3264
Customer Contact: Galen Hirschi Telephone Number: 253 856-4614
This Agreement sets forth the terms and conditions under which Comcast will provide the Facilities identified
above to Customer. This Agreement consists of this document ("Cover Page"), the standard General Terms and
Conditions attached hereto ("General Terms and Conditions"), and Schedule A, and any jointly executed
amendments ("Amendments"), collectively referred to as the "Agreement." In the event of any inconsistency
among these documents, precedence will be as follows: (1) Amendments, (2) General Terms and Conditions, (3)
this Cover Page, and(4) Schedules. This Agreement shall commence and become a legally binding agreement upon
mutual execution of this Cover Page by the Parties. The Agreement shall terminate as set forth in the General
Terms and Conditions. All capitalized terms not defined on this Cover Page shall have the definitions given to them
in the General Terms and Conditions.
All modifications to the Agreement, if any, must be captured in a written Amendment, executed by an authorized
Comcast Vice President and the Customer. All other attempts to modify the Agreement shall be void and non-
binding on Comcast.
By signing below,the Parties agree and accept the terms and conditions of this Agreement.
City of Kent Comcast Business CcKnq&niqA0qns,LLC
Signature: Signature:
Printed Name: Printed Name: .S4PaI'U u S
Title: Title: s�pQ
Date: L OL Date: 3•L4
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CONFIDENTIAL and PROPRIETARY
rev. 10.10.17
GENERAL TERMS AND CONDITIONS 2.6 Customer shall be responsible for providing maintenance,
repair, operation and replacement of all wire, cable facilities on the
SECTION 1-SCOPE Customer's side of the Demarcation Point. Any CPE and wiring that
1.1 Company will lease to Customer the strands of Company's Customer uses in connection with the Facilities shall be compatible
multi-strand single mode fiber-optic cable (the "Facilities," which with Comcast's other facilities, equipment, and services provided to
may be referenced herein as the"Services,"but no service other than itself or any other party(the"Network").
the provision and maintenance of these Facilities is provided under 2.7 Customer shall use reasonable efforts to maintain its
this agreement), which strands shall originate at the points and property and Buildings in a manner that preserves the integrity of the
terminate to the Customer"Buildings"and at the prices as set forth, Facilities and shall promptly notify Company of any event that
in each case, in the attached Schedule A attached hereto. These affects such integrity including but not limited to damage to the
strands and all related facilities and equipment are hereinafter Facilities or Network.
referred to as the"Facilities." Customer agrees that it will light and
immediately use all strands for its broadband needs. The Facilities 2.8 At such time as Company completes installation and
are provisioned into each Building at the point of interconnection connection of the Facilities and equipment, Company shall then
between the Comcast-owned Facilities and Customer's provided notify Customer in writing that the Facilities are available for use and
equipment located at Customer's Building("Demarcation Point"). the date of such notice shall be the"Service Date."The current notice
form is called the "Customer Site Service Acceptance Document"
1.2 The Facilities do not include connection to the public ("Acceptance Form"). Company may update, modify or replace the
switched network, building wire, any Local Area Networks service notification form from time to time without notice to
("LANs"), Customer Premise Equipment ("CPE"), IP addressing Customer.
capability, firewalls or any other equipment, electronics, or wiring
required on the Customer's side of the Demarcation Point. 2.9 Any other failure or refusal on the part of Customer to be
ready to receive the Facilities shall not relieve Customer of its
1.3 Subject to Section 1.4, upon the request of Customer, obligation to pay charges for any Facilities that would otherwise be
Company will consider providing other facilities or services to available for use. For the avoidance of doubt, Customer shall not be
Customer at terms,conditions,and prices to be mutually agreed upon obligated to pay charges for Existing Out-of-Scope Fiber unless, and
in writing between the Parties. until, any such Exisitng Out-of-Scope Fiber is, in accordance with
1.4 The Parties acknowledge and agree that certain of the Section 1.4,included in the Facilities being leased to Customer under
Company's existing multi-strand single mode fiber-optic cabling this Agreement.
terminating at the Buildings is not included in the Facilities (the 2.10 Customer-Provided Equipment (CPE). Company shall
"Existing Out-of-Scope Fiber"). Notwithstanding anything to the have no obligation to install, operate, or maintain CPE. Customer
contrary contained in Section 1.3, if Customer requests, in writing, alone shall be responsible for providing maintenance, repair,
that any such Existing Out-of-Scope Fiber be included within the operation and replacement of all inside telephone wiring and
scope of the Facilities being leased to Customer, the Parties shall equipment and facilities on the Customer's side of the Demarcation
amend Schedule A to include such fiber-optic strands.The additional Point. All CPE and wiring that Customer uses in connection with the
MRC that shall be owed by Customer for such additional fiber-optic Facilities must be fully compatible with the Facilities. Customer
cable,shall be as set forth on Schedule A. shall be responsible for the payment of all charges for
SECTION 2-INSTALLATION troubleshooting, maintenance or repairs attempted or performed by
Company's employees or authorized contractors when the difficulty
2.1 Customer, at no cost to Company, shall secure throughout or trouble report results from CPE.
the Term any easements, leases or other agreements necessary to
allow Company to use existing pathways into and in each Building to 2.11 Neither the Company, nor any of its affiliates, agents or
the Demarcation Point. contractors shall install any equipment or take any other action to
enable the ability to capture, monitor bandwidth usage, analyze or
2.2 Subject to the terms of this Agreement, and at no cost to otherwise interpret the Customer's network traffic or its operations
Company, Customer shall provide adequate environmentally and use of the Facilities.
controlled space and electricity required for installation, operation,
and maintenance of the Facilities within each Building. SECTION 3-OWNERSHIP,IMPAIRMENT,AND REMOVAL
OF THE FACILITIES
2.3 Company and its employees, agents, lessees, officers and
its authorized vendors will require free ingress and egress into and 3.1 The Facilities and all other portions of the Network are and
out of the Buildings in connection with the provision of the Facilities. shall remain the property of Company regardless of whether installed
Upon reasonable notice from Company, Customer shall assist between, within or upon the Buildings and whether installed
Company in accessing each Building. overhead,above,or underground and shall not be considered a fixture
or an addition to the land or the Buildings located thereon. Customer
2.4 If the presence of asbestos or other hazardous materials agrees that it shall take no action that directly or indirectly impairs
exists or is detected, Customer must have such hazardous materials Company's title to the Facilities or Network,or exposes Company or
removed immediately at Customer's expense or notify Company to the Facilities, Network, or any Company-provided equipment, or on
install the applicable portion of the Facilities in areas of any such the rights or title relating thereto,or any interest therein,to any claim,
Building not containing such hazardous material. Any additional lien, encumbrance, or legal process, except as otherwise agreed in
expense incurred as a result of encountering hazardous materials, writing by the Parties,and Company will promptly at its own expense
including but not limited to,any additional equipment shall be borne take all actions necessary to remedy any violation of this provision.
by Customer.
3.2 Upon expiration or termination of this Agreement,
2.5 Company shall have no obligation to install, operate, or Company retains the right to remove the Facilities or Network
maintain Customer-provided facilities or equipment. including, but not limited to, those portions that are located in the
Buildings. To the extent Company removes such portion of the
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Network; it shall be responsible for returning the Buildings to their upon the sale,installation,use or provision of the Facilities,including
prior condition,reasonable wear and tear excepted. all applicable right-of-way, franchise, pole attachment, pole rental
and/or other permitting, rental or joint use fees in proportion to its
3.3 In accordance with the Federal Communications forth released August 1999, the activities hereunder. Further, Company reserves the right to invoice
Commission's Order in FCC 9 Customer for the costs of any fees or payment obligations stemming
Parties agree to the terms set forth in this section. Allll equipment from an order, rule, or regulation of the FCC, a public service
located on Customer's premises installed or provided under this commission or a court of competent jurisdiction with respect to the
Agreement by Company is an integral component of the Facilities Facilities, including, without limitation, charges to recover amounts
provided by Company and will only be used in connection therewith. that Company is permitted by government or quasi-governmental
All right, title, and interest in the Facilities and any other equipment authorities to collect from or to pay to others in support of statutory
or facility provided by Company shall, at all times, remain or regulatory programs, including, without limitation, franchise fees
exclusively with the Company, shall not become a fixture to and right-of-way fees. It will be the responsibility of Customer to
Customer's premises, and must be returned to Company at the pay any such taxes and fees that subsequently become applicable
conclusion of the Term (unless a new similar agreement has been retroactively. To the Parties knowledge, there currently are no such
executed or is being actively negotiated by both parties) in the
taxes or fees applicable to Customer's use of the Facilities. In the
condition in which it was received,subject to ordinary wear and tear. event taxes or fees become applicable to Customer's use of the
Upon expiration or termination of this Agreement, all rights of Facilities,Company shall use commercially reasonable efforts to give
Customer to the Facilities shall cease and Company may, at its Customer prior notice of such taxes and fees; provided, that,
option, disconnect, terminate, remove or use the Facilities for any Customer shall remain obligated to pay any such taxes and fees.
other purpose. Company may use such equipment and it's Network
in any lawful manner, including supporting its network or providing SECTION 5-TERM
service to other customers and Customer will not sell, lease, assign Unless sooner terminated as provided herein, the term of this
nor encumber any equipment provided by Company to Customer
Agreement shall be for one-hundred twenty (120) months from the
under this Agreement. Company does not provide any option to
Facility Availability Date ("Term"). Upon the expiration of the
Customer to purchase any such equipment. Customer agrees not to
interfere with other customers' use of the Company services or Term, this Agreement shall automatically renew for successive
equipment,including any Company equipment located on Customer's periods of one(1)year each("Renewal Terms)"),unless prior notice
of non-renewal is delivered by either Party Term
the other at least thirty
premises. Customer acknowledges that its internal communications (30) days before the expiration of the Ter
systems,such as a Local Area Network("LAN"),would not continue m or the then current
to function if disconnected from the Company Network or Renewal Term.
disconnected from any on-premise equipment provided by Company. SECTION 6-TERMINATION WITHOUT FAULT;DEFAULT
3.4 The Parties understand that the Customer's network is 6.1 Notwithstanding any other term or provision in this
interconnected with other government networks, including without Agreement, Customer shall have the right, in its sole discretion, to
limitation other governmental entities having access to the network terminate this Agreement at any time during the Term, or any
for network redundancy purposes. Customer provides this Renewal Term, upon (i) sixty (60) days prior written notice to
interconnection access as authorized by RCW 39.34, without a Company and (ii) the payment of 100% of the remaining Monthly
revenue/profit component, and such access is expressly permitted by Recurring Charges payable to Company within ten (10) days
this Agreement. following termination of the Agreement("Termination Charges").
SECTION 4-COMPENSATION;PAYMENT 6.2 (a) Company may, in its sole discretion, immediately
4.1 The Non-Recurring Charges ("Non-Recurring Charges" or terminate this Agreement in the event that it is unable to provide
"NRC") and Monthly Recurring Charges ("Monthly Recurring access to the Facilities due to any law, rule, regulation, Force
Charges" or "MRC") for the Facilities are set forth in the attached Majeure event, or judgment of any court or government agency. If
Schedule A and on the first page of the Agreement. Upon the Company terminates the agreement under this subsection 6.2(a),
availability of Facilities, Company shall invoice Customer for the Customer shall have no obligation to pay any remaining Monthly
NRC and Customer shall pay Company one hundred percent(100%) Recurring Charges as a result of Termination by the Company, with
of the NRC. Unless otherwise stated in this Agreement, Company the exception of payments due for Facilities actually provided.
will invoice Customer in advance on a monthly basis for all Monthly (b) Any breach of Article 9A shall be deemed a material
Recurring Charges arising under the Agreement. Payment will be breach of this Agreement. In the event of such material breach,
considered timely made to Company if received within thirty (30) Company shall have the right to restrict, suspend, or terminate
days after the invoice date set forth in the invoice. Any charges not immediately any or all Service, without liability on the part of
paid to Company within such period will be considered past due. In Company, and then to notify Customer of the action that Company
the event the Facilities Availability Date is not the first day of the has taken and the reason for such action, in addition to any and all
billing period, the first Recurring Charge shall also include the other rights and remedies under this Agreement. In the event
prorated in arrears charges for Services from date of installation to Company terminates service under this subsection 6.2(b), Customer
the date of first billing. shall be responsible for the payment of all past due amounts and
4.2 Any payment not made when due will be subject to a late Termination Charges in addition to any other remedies as identified
charge of 1.5%per month or the highest rate allowed by law on the in section 6.4.
unpaid invoice,whichever is lower. 6.3 In the event of default, either Party may terminate this
4.3 Except for taxes based on Company's net income, and Agreement. A "default" exists under this Agreement upon the
except to the extent Customer provides a valid tax exemption following events:
certificate acceptable to Comcast prior to the Facility Availability (i) either Party's failure to meet or perform any material term,
Date, Customer shall be responsible for the payment of any and all provision, covenant, agreement, or obligation contained in this
applicable local, state, and federal taxes(however designated)levied Agreement; provided that the non-defaulting Party so advises the
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defaulting Party in writing of the event of default and the defaulting duration in any 24-hour period that is not coincident with any other
Party does not remedy the default within thirty(30)days after written Liability, ("Credit"), provided that the Liability is reported by
notice thereof,or Customer during the duration of the Liability. Notwithstanding the
foregoing,Company shall not be liable for such Credits if the event is
(ii) Either Party's insolvency or initiation of bankruptcy or caused in part by force majeure events or Customer's(or Customer's
receivership proceedings by or against the Party. equipment's)actions or omissions.
(iii) Customer is in breach of a payment obligation and fails to 8.4 Company shall not be liable for any act or omission of any
make payment in full within ten (10) days after receipt of written other company or companies furnishing a portion of the Facilities
notice of default. including, but not limited to, the inability of a supplier to provide
6.4 The non-defaulting Party shall be entitled to all available equipment in a timely manner for Network, or for damages
legal and equitable remedies for such breach. associated with services, facilities, or equipment which it does not
furnish, including,but not limited to,damages which result from the
6.5 In addition to the remedies set forth in Section 6.4 above; operation of Customer's system, equipment or facilities. In no event
Company shall be entitled to Termination Charges for any Customer shall Company, its affiliates, its/their employees agents, contractors,
Default. merchants,or licensors be liable for any loss,damage or claim arising
SECTION 7—MAINTENANCE out of or related to: (1)stored,transmitted,or recorded data,files,or
software. (i.e., Customer is advised to back up all data, files and
7.1 Maintenance consists of the repair or replacement, at software prior to the installation of service and at regular intervals
Company's option, of any portion of the Facilities that is thereafter); (2) interoperability, interaction or interconnection of the
malfunctioning. Company will maintain the Facilities twenty-four Service provided under this Agreement with applications,equipment,
(24) hours a day, seven (7) days per week, every day of the year. services or networks provided by Customer or third parties.
Company is responsible for the maintenance of such equipment.
Except in the event of an emergency, Company shall provide forty- 8.5 Neither Customer nor its agents or independent contractors
eight (48) hours advance notice of any such maintenance and all shall offer third parties warranties or representations for the Service
maintenance and repair of the Facilities shall be performed by or which would obligate or otherwise bind Company beyond any
warranty or representation expressly set forth in this Agreement.
under the direction of Company. Customer may not, nor permit
others to, rearrange, disconnect, remove, attempt to repair or
otherwise tamper with any of the Facilities or equipment installed by SECTION 9—RESERVED
Company, except with the written consent of Company, which
consent shall be at Company's sole discretion. In the event that SECTION 9A-USE POLICIES
Company, in responding to a Customer-initiated service call,
determines that the reason for such service call is due to Customer- 9A.1 Except as provided for in Section 3.4 herein, Customer
provided equipment or Customer's actions or omissions, acts or agrees to ensure that all uses of the Facilities by Customer or by any
omissions of third parties with whom Customer has any type of other person ("user"), whether authorized by Customer or not, are
relationship, Customer shall compensate Company for Company's legal,appropriate and compliant with all applicable rules,regulations,
costs of such service call at the rate of$50.00 per half hour and and orders of any governmental authority having jurisdiction over the
$150.00 per truck roll charge. Facilities, and this Agreement. Customer shall not use,or permit any
other entity or person to use,the Facilities to provide internet access
SECTION 8-LIMITATIONS ON WARRANTIES AND service, cable television service, telecommunications, or any other
LIABILITY services to any third party,or any services to or from locations other
8.1 COMPANY AND ITS AFFILIATES WILL NOT BE than the locations set forth in Schedule A. Company reserves the
LIABLE TO CUSTOMER FOR ANY INCIDENTAL, right,upon five(5)business days prior written notice to Customer,to
INDIRECT, SPECIAL, COVER, PUNITIVE OR terminate or suspend all rights to use the Facilities if Company (i)
CONSEQUENTIAL DAMAGES, WHETHER OR NOT determines that such use or information does not conform to the
FORESEEABLE, OF ANY KIND INCLUDING BUT NOT requirements set forth in this Agreement,or(ii)determines that such
LIMITED TO ANY COST OF SUBSTITUTE PRODUCT(S), use or information interferes with Company's ability to provide the
FACILITIES, OR SERVICES, LOSS OF REVENUE, LOSS OF Services to Customer or others. Company's action or inaction in
USE,LOSS OF BUSINESS,OR LOSS OF PROFIT WHETHER enforcing the requirements of this Section shall not constitute review
SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR or approval of Customer's or any other users use or information.
TORT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED 9A.2 Violation.Any breach of this Article 9A shall be deemed a
IN THIS AGREEMENT, COMPANY'S AGGREGATE material breach of this Agreement. In the event of such material
LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY breach, Company shall have the right, upon five (5) days prior
KIND UNDER THIS AGREEMENT WILL NOT EXCEED, IN written notice to Customer, to restrict, suspend, or terminate
AMOUNT, A SUM EQUIVALENT TO THE APPLICABLE immediately any or all rights to access to the Facilities, without
OUT-OF-SERVICE CREDIT. liability on the part of Company, in addition to any and all other
8.2 THERE ARE NO WARRANTIES, EXPRESS OR rights and remedies under this Agreement.
IMPLIED, INCLUDING BUT NOT LIMITED TO SECTION 10-INSURANCE
WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. 10.1 Customer shall,at its own expense,secure and maintain in
force, throughout the term of this Agreement, General Liability
8.3 Company's liability for mistakes, errors, omissions, Insurance, with competent and qualified issuing insurance
interruptions, delays, outages, or defects in any Facility or Service companies, including the following coverages: Product Liability;
(individually or collectively, "Liability") shall be limited solely to Hazard of Premises/Operations (including explosion, collapse and
1/300'of the Monthly Recurring Charge for the affected portion of the underground coverages); Independent Contractors; Products and
Service, for one or more Liabilities of at least two (2) hours in Completed Operations; Blanket Contractual Liability (covering the
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liability assumed in this Agreement); Personal Injury (including SECTION 15-INDEPENDENT CONTRACTORS
death); and Broad Form'Property Damage in policy or policies of 15.1 The Parties to this Agreement are independent contractors.
insurance such that the total available limits to all insureds will not be Neither Party is an agent,representative,or partner of the other Party.
less than$2,000,000 Combined Single Limit for each occurrence and Neither Party shall have any right, power, or authority to enter into
$2,000,000 aggregated for each annual period. Such insurance may any agreement for,or on behalf of,or incur any obligation or liability
be provided in policy or policies, primary and excess, including the of,or to otherwise bind,the other Party. This Agreement shall not be
so-called Umbrella or Catastrophe forms and each such policy shall interpreted or construed to create an association, agency, joint
be endorsed to show Company, its parent and affiliates and its and venture,or partnership between the Parties or to impose any liability
their directors, officers, agents, servants, employees and independent attributable to such a relationship upon either Party.
contractors as additional insureds. In addition, Customer shall
maintain in effect, with insurance companies of recognized 15.2 The requirements of this Article shall survive the
responsibility, at its own expense, (i) "All Risk" property insurance expiration, termination, or cancellation of this Agreement to the
coverage with limits sufficient to cover the full replacement cost of greatest extent permitted by law.
the Facilities with no co-insurance, (ii) Business Interruption
coverage on an actual loss sustained basis, and (iii) such other SECTION 16-NONDISCLOSURE
insurance as may be required by any applicable franchise and/or pole 16.1 Unless prior written consent is obtained from a Party
attachment or conduit license agreements, as applicable and naming hereto, the other Party will keep in strictest confidence all
Company as the loss payee. All policies required by this Section information identified by the first Party as confidential, or which,
shall require the insurance companies to notify Company at least from the circumstances,in good faith and in good conscience,should
thirty (30) days prior to the effective date of any cancellation or be treated as confidential; provided that (a) the owner thereof has
material modification of such policies. taken reasonable measures to keep such information secret; and (b)
SECTION 11-ASSIGNMENT the information derives independent economic value, actual or
potential, from not being generally known to, and not being readily
11.1 Neither Party shall assign any right, obligation or duty, in ascertainable through proper means by the public. Such information
whole or in part,nor of any other interest hereunder,without the prior includes but is not limited to all forms and types of financial,
written consent of the other Party, which shall not be unreasonably business, scientific,technical, economic, or engineering information,
withheld. The foregoing notwithstanding, Company may assign this including patterns, plans, compilations, program devices, formulas,
Agreement to any affiliate, related entity, or successor in interest designs, prototypes, methods, techniques, processes, procedures,
without Customer's consent. In addition, Company may partially programs, or codes, whether tangible or intangible, and whether or
assign its rights and obligations hereunder to any party which not stored, compiled, or memorialized physically, electronically,
acquires from Company all or substantially all of the assets of cable graphically,photographically,or in writing. A Party shall be excused
franchise(s)in which the Service is deployed to Customer. from these nondisclosure provisions if the information (i) has been,
11.2 All obligations and duties of either Party under this or is subsequently, made public by the disclosing Party, (ii) is
Agreement shall be binding on all successors in interest and assigns independently developed by the other Party, if the disclosing Party
of such Party. gives its express,prior written consent to the public disclosure of the
information (iii) or (iv) if the disclosure is required by any law or
SECTION 12-FORCE MAJEURE governmental or quasi-governmental rule or regulation.
Neither Party shall be held liable for any delay or failure in 16.2 Customer shall not disclose to third parties the rates, terms, or
performance of any part of this Agreement from any cause beyond its conditions of this Agreement or any proprietary or confidential
control and without its fault or negligence, such as acts of God, acts information of the Company,except(i)as necessary for the operation
of civil or military authority, act of terrorism, government of Customer's business and under non-disclosure agreement between
regulations,condemnation of any part of the Network used to provide Customer and third parties and (ii) as required by applicable law,
the Facilities or Services, embargoes, epidemics, war, terrorist acts, including, but not limited to, the State Public Records Act, Chapter
riots, insurrections, fires, explosions, earthquakes, nuclear accidents, 42.56 of the Revised Code of Washington("RCW").
floods, power blackouts, unusually severe weather conditions,
inability to secure products or services of other persons or 16.3 Company acknowledges and agree that, as a public agency,
transportation facilities, or acts or omissions of transportation records and information provided to or otherwise used by the
common carriers. Customer may be subject to a request submitted under the state
SECTION 13-SEVERABILITY Public Records Act. In such an event, Company agrees to cooperate
fully with the Customer in satisfying the Customer's duties and
In the event that any one or more of the provisions in this Agreement obligations under the Public Records Act, subject to Company's
shall for any reason be held invalid, unenforceable, or void in any rights under this Agreement and RCW 42.56.540. If a request is
respect under the laws of the jurisdiction governing the entire received for records Company has submitted to the Customer and has
Agreement, such provision(s) shall be construed so as to render it identified as confidential, proprietary, or protected trade secret
enforceable and effective to the maximum extent possible in order to material, the Customer will use its best efforts to provide Company
effectuate the intention of this Agreement; and the validity, legality, with notice of the request in accordance with RCW 42.56.540 and a
and enforceability of the remaining provisions hereof shall not be reasonable time(of no less than 10 days)within which Company may
affected or impaired. seek an injunction to prohibit the Customer's disclosure of the
SECTION 14-THIRD-PARTY BENEFICIARIES requested record. The Customer is not required to assert on
Company's behalf any exemption based on trade secret, proprietary,
No provision in this Agreement is intended, nor shall any be or confidential information, provided, however, the Customer may
interpreted,to provide any person not a Party to this Agreement with assert such exemption if the Customer itself believes in good faith
any remedy,claim,liability,reimbursement,cause of action or create that an exemption applies to the requested records.Comcast agrees to
any other third party beneficiary rights against Company. defend, indemnify, and hold the Customer, its officers, officials,
employees, agents, and volunteers harmless from any and all claims,
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injuries, damages, losses or suits, including all legal costs and The domestic law of the state in which the Services are provided shall
attorney fees, arising out of or in connection with the assertion of an govern the construction, interpretation, and performance of this
exemption to disclosure under the Public Records Act based upon Agreement,except to the extent superseded by federal law.
records claimed or identified by Company as confidential, SECTION 20-COMPLIANCE WITH LAWS
proprietary, or protected trade secret material. The provisions of this
section shall survive the expiration or termination of this Agreement. Each of the Parties agrees to comply with all applicable local, state
SECTION 16A-CUSTOMER PRIVACY POLICIES and federal laws and regulations and ordinances in the performance
of its respective obligations under this Agreement.
16A.1 In addition to the provisions of Article 16, the privacy SECTION 21-AMENDMENTS;NO WAIVER
policy below applies to Company's handling of Customer
confidential information. In the event of a conflict between the 21.1 This Agreement may be amended only by written
provisions of Article 16 and any provision of the privacy policy agreement signed by authorized representatives of both Parties.
below,the applicable provision of the privacy policy shall prevail in
the resolution of the conflict. A copy of Company's privacy policy is 21.2 No waiver of any provisions of this Agreement or to any
available at htip://www.comcast.com/custompMrivac . Company default under this Agreement shall be effective unless the same shall
may update this policy from time to time, and such updates shall be be in writing and signed by or on behalf of the Party against whom
deemed effective upon posting. such waiver is claimed.
16A.2 Privacy Note Regarding Information Provided to Third 21.3 No course of dealing or failure of any Party to strictly
Parties:Company is not responsible for any information provided by enforce any term, right, or condition of this Agreement shall be
Customer to third parties, and this information is not subject to the construed as a waiver of such term,right or condition.
privacy provisions of this Agreement or the privacy policies. 21.4 Waiver by either Party of any default by the other Party
Customer assumes all privacy and other risks associated with shall not be deemed a waiver of any other default.
providing personally identifiable information to third parties via the
SECTION 22-SURVIVAL
Services.
SECTION 17—NOTICES Provisions contained in this Agreement that by their sense and
context are intended to survive the performance, termination or
17.1 Any notices or other communications contemplated or cancellation of this Agreement hereof by any Party hereto shall so
required under this Agreement, in order to be valid, shall be in writing survive.
and shall be given via personal delivery,or overnight courier,or via U.S.
Certified Mail,Return Receipt Requested,at the following addresses: SECTION 23-FULLY INTEGRATED
To Customer: This writing constitutes the entire agreement between the Parties as to
Attn: Director of Information Technology the subject matter hereof and supersedes and merges all prior oral or
City of Kent written agreements, representations, statements, negotiations,
understandings, proposals, and undertakings with respect to the
220 Fourth Avenue S. Agreement.
Kent,WA 98032
SECTION 24-INTERPRETATION OF AGREEMENT
With a copy to: This Agreement is a negotiated document. In the event that this
City Attorney's Office Agreement requires interpretation, such interpretation shall not use
City of Kent any rule of construction that a document is to be construed more
220 Fourth Avenue S. strictly against the Party who prepared the document.
Kent,WA 98032 SECTION 25-RIGHT TO ENTER INTO CONTRACTS
To Company: Nothing herein shall be construed as preventing either Party hereto
Atm.: VP—Business Services from entering into similar contractual arrangements with other
Comcast Cable Communications Management,LLC parties,unless such contracts would conflict with the performance of
1701 JFK Blvd/One Comcast Center this Agreement.
Philadelphia,PA 19103 SECTION 26-REMEDIES CUMULATIVE
With a copy to: All rights of termination, or other remedies set forth in this
Attn.: Cable Law Department-Operations Agreement are cumulative and are not intended to be exclusive of
Comcast Cable Communications,LLC. other remedies to which the injured Party may be entitled at law or
1701 JFK Blvd/One Comcast Center equity in case of any breach or threatened breach by the other Party
Philadelphia,PA 19103 of any provision of this Agreement. Use of one or more remedies
SECTION 18-HEADINGS AND TITLES shall not bar use of any other remedy for the purpose of enforcing
any provision of this Agreement;provided,however,that Party shall
The headings or titles of any provisions of this Agreement are for not be entitled to retain the benefit of inconsistent remedies.
convenience or reference only and are not to be considered in SECTION 27-COUNTERPARTS
construing this Agreement.
SECTION 19—CHOICE OF LAW 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 of 6
CONFIDENTIAL and PROPRIETARY
rev. 10.10.17
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