Comcast Cable TV Franchise AgreementCABLE FRANCHISE BOND
Bond 09116062
COMCAST OF WASHINGTON, LLC AND COMCAST OF
KNOW ALL BY THESE PRESENTS: That CALIFORNIA/COLORADOANASHINGTON I, INC.
15815 h Avenue W Lvnnwood WA 98087 _ , as Principal,
and FIDELITY AND DEPOSIT COMPANY OF MARYLAND , as Surety, are
held and firmly bound unto
EDMONDS. WA
, as Obligee,
in the sum of Two Hundred Fifty Thousand and 00/100
DOLLARS ($ 250.000.00 ), to the payment whereof well and truly to be made to the Obligee, we bind ourselves,
our successors and assigns, firmly by these presents. Sealed with our seals and dated this 19th day of
February , 2013 -
THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That whereas the Obligee has granted unto the Principal, a
franchise beginning
the penal sum of Two Hundred Fifty Thousand and 00/100
, and whereas the said Principal is required to execute a bond in
($ 250,000.00 ) in favor of the Obligee, conditioned upon its performance of the obligations of the grantee under said
franchise;
NOW, THEREFORE, if the above bounden Principal shall perform the obligations of the grantee under said franchise, then this
obligation to be void otherwise to remain in full force and virtue. This bond may be canceled by the Surety upon thirty days
notice to the Obligee by registered mail.
ATTEST:
COMCAST OF WASHINGTON, LLC AND COMCAST OF
CALIFORNIA/COLORADO/WASHINGTON I. INC.
L�'/
(Principal)
BY:
FIDELITY A D GEPOSIT COMPANY OF MARYLAND
G. McVaugh Attorney in Fact
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New
York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Maryland, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by
THOMAS O. MCCLELLAN, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said
Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby
nominate, constitute, and appoint Darella E. WHITE, Douglas R. WHEELER, Richard A. JACOBUS, Mary C. O'LEARY, Maureen
MCNEILL, Wayne G. MCVAUGH and Elizabeth MARRERO, all of Philadelphia, Pennsylvania, EACH its true and lawful agent
and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and
undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as
fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the
ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL
AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of
the By -Laws of said Companies, and is now in force.
IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 18th day of April, A.D. 2012.
ATTEST:
BY -
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
Y �n 6SlgSr
SEAL
i ❑:
Assistant Secretary Vice President
Gregory E. Murray Thomas O. McClellan
State of Maryland
City of Baltimore
On this 18th day of April, A.D. 2012, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, THOMAS O.
MCCLELLAN, Vice President, and GREGORY E. MURRAY, Assistant Secretary, of the Companies, to me personally known to be the individuals and
officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith,
that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and
that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said
Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year fast above written.
��) .��rG't iG ,
Maria D. Adamski, Notary Public
My Commission Expires: July 8, 2015
POA-F 156-0062B
CITY OF EDMONDS DAVEEARLING
MAYOR
121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 775-2525
www.edmondswa.gov
CITY CLERK
17C. 1890
December 27, 2012
Ms. Ann Svensson
Comcast Cable
15815 25th Avenue West
Lynnwood, WA 98087
Subject: Comcast Franchise Agreement
Dear Ms. Svensson:
Please find attached three original franchise agreements between Comcast and the City
of Edmonds to operate a cable communications system within the city. These
agreements have been signed by the appropriate parties at the city and require a
signature by Comcast.
I have noted the pages which need to be signed. After obtaining the appropriate
signatures from Comcast, please return two fully executed agreements to my attention at
the City of Edmonds, City Clerk's Office, 121 5th Avenue North, Edmonds, WA. 98020,
retaining one copy for your records.
Please call me at (425) 771-0245 if you have any questions.
Very truly yours,
Linda Hynd
Deputy City Clerk
enclosure
Incorporated August 11, 1890
Sister City - Hekinan, Japan
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of )
Comcast Cable Communications, LLC, )
on behalf of its subsidiaries and affiliates ) CSR No. 8821-E
MB Docket No. 13-198
For Determination of Effective Competition in: ) P&
,CEIVED
8 Washington Franchise Areas )
OCT 2 5 2013
To: Office of the Secretary
Attn: Chief, Media Bureau
EDMONDS CITY CLERK
REPLY TO OPPOSITIONS TO PETITION FOR SPECIAL RELIEF
Comcast Cable Communications, LLC ("Comcast") hereby replies to the Oppositions to
Petition for Special Relief (collectively, the "Oppositions") submitted by the communities of
Everett, Mountlake Terrace, and Mukilteo, Washington (the "Cities") in the above -captioned
proceeding. The Oppositions advance a collection of unsupported arguments, nearly all of which
have already been expressly rejected by the Commission. Because the Franchise Areas in this
case are subject to effective competition and because the Oppositions have failed to identify any
credible basis to conclude otherwise, Comcast's Petition should be granted without delay.
I. DBS PROVIDERS OFFER "COMPARABLE" PROGRAMMING
The Cities claim that the programming offered by DirecTV and Dish Network is not
"comparable" to Comcast's programming, because these DBS Providers fail to offer certain local
PEG access channels.' There is, of course, no PEG requirement in the relevant effective
1 See Oppositions at 2.
competition regulations. Indeed, the Commission has expressly rejected similar challenges in the
past. For example, in a 2009 decision, the Commission explained:
The full Commission, when it adopted the definition of "comparable
programming," was fully aware of PEG channels — it discussed both in the same
decisions. If the full Commission had wanted PEG channels to be part of
"comparable programming," it would have stated so. It did not.2
More recently, the Commission confirmed, "The rule does not mention PEG channels, and we
have repeatedly held that the absence of PEG channels from competing service does not
disqualify its programming from being `comparable to cable operators' for purposes of
determining effective competition."3
As Comcast explained in its Petition, the Commission's rules clearly define "comparable
programming" as "at least 12 channels of video programming, including at least one channel of
nonbroadcast service programming." There is no question that DirecTV and Dish Network each
satisfy this this straight -forward test.4
II. COMCAST'S OCCUPIED HOUSING AND DBS SUBSCRIBERSHIP DATA FOR
THE FRANCHISE AREAS IS ACCURATE AND RELIABLE
The Cities argue that Comcast erred in relying on housing unit data from the 2010 Census
and should have instead identified "a more current data source, such as commercial data sources,
to establish 2013 household occupancy in the Cit[ies]."5 This argument is without merit.
2 Cablevision of Oakland, Inc. and CSC TKR Inc., Petition for Determination of Effective
Competition in Four Communities in New Jersey, 24 FCC Red. 1801, ¶ 7 (2009).
3 Comcast Cable Communications Petition for Determination of Effective Competition in Six
Michigan Communities, 26 FCC Red. 3993, ¶ 5 (20.11).
4 47 C.F.R. § 76.905(g).
5 Oppositions at 3.
N
DWT 22663331v1 0107080-000049
The Commission has consistently approved cable operators' reliance on the most recent
Census data available in effective competition cases, and it has upheld such use long after that
data was compiled .6 Although the Commission has indicated that it will consider more recent
household data, it does so only if the alternative data presented by the local franchising authority
is "demonstrated to be reliable."7 In this case, the Oppositions do not offer any such "updated"
data.
The Cities mistakenly rely on a 1994 decision involving the "Low Penetration Test," to
argue that the DBS subscriber data submitted by Comcast should be rejected because it is more
than two months old and does not account for recent DBS cancellations.8 In fact, the
Commission more recently found that 60-day requirement was only applicable to a cable
operator's own subscriber numbers under the Low Penetration Test, and not to DBS subscriber
data under the Competing Provider Test.9
6 See, e.g., Time Warner Cable, Inc. Petition for Determination of Effective Competition in Nine
Franchise Areas in New Jersey, 25 FCC Red. 5457, ¶ 11 (2010) ("Time Warner Cable- 9 New
Jersey Franchise Areas") (The Commission upheld cable operator's use of the most recently
available Census household data in determining DBS penetration for the communities at issue);
Comcast Cable Communications, LLC, Petitions for Determination of Effective Competition in
107 Franchise Areas in New Jersey, 24 FCC Red. 1780, ¶ 13 (2009) ("[W]e conclude that the
[Rate Counsel's] general allegations about the timeliness of the [household and DBS] data
submitted by Petitioner reveal no flaw in the petitions."); Texas Cable Partners, LP, 16 FCC
Red. 4718 (2001) (accepting 1990 Census data until the 2000 replacement data becomes
available).
7 See, e.g., Bright House, 20 FCC Red. 16823, ¶ 10 (2005), citing In the Matter ofAdelphia
Cable Communications, 20 FCC Red. 4979, 4982 (2005); In the Matter of MCC Iowa LLC, 2005
WL 2513517 (2005).
8 See Oppositions at 3-4 (citing In the Matter of Cable Operators' Petitions for Reconsideration
and Revocation of Franchising Authorities' Certifications to Regulate Basic Cable Service
Rates, 9 FCC Red. 3656 (1994)).
9 See Time Warner Cable- 9 New Jersey Franchise Areas at ¶¶ 19-20.
DWT 22663331v1 0107080-000049
The Cities also mistakenly rely on evidence of nationwide DBS subscribership changes
without any evidence of DBS subscribership changes in any of the Franchise Areas.10 Effective
competition determinations, of course, are made on a community -specific basis. In any event,
the de minimis changes identified by the Cities do not suggest any significant shift in DBS
subscribership at a national level, let alone a local level. The Cities' evidence fails to
demonstrate any need for Comcast to refresh its analysis.
III. COMCAST PROVIDED THE DATA NECESSARY TO SUPPORT A
FINDING OF EFFECTIVE COMPETITION IN THE CITIES
The Cities claim that Comcast's Petition is deficient because it "contains redacted data
and fails to provide any maps or evidence that support the calculation of Frontier, Dish and
DirecTV subscriber penetration" in the Cities." But the Cities have failed to pursue an existing
Commission process designed to allow access to the confidential data — and they provide no
other basis for the Commission to reject Comcast's evidence.
To establish the presence of effective competition in the Cities, Comcast requested that
Frontier Communications Northwest, Inc. ("Frontier") provide Comcast with the number of
Frontier cable subscribers in the Cities.12 Frontier ultimately agreed to provide the competing
cable subscriber data to Comcast only if such data were subject to a confidentiality agreement.13
10 See Oppositions at 4.
11 Id.
12 See Letter from Frederick W. Giroux, Counsel for Comcast Cable Communications LLC to
Jeanne Danielson, General Manager, Frontier Communications dated January 11, 2012, attached
hereto as Exhibit 1 (Attachment Omitted).
13 See Letter from Brendon M. Pinkard, Counsel for Frontier Communications to Mr. Steven
Horvitz, dated February 1, 2013, attached hereto as Exhibit 2 (Attachment Omitted).
11
DWT 22663331v1 0107080-000049
Pursuant to Commission precedent, a local exchange carrier, such as Frontier, may
require a confidentiality agreement to protect its subscribership data from public disclosure, but
parties, such as the Cities, may gain access to such data under a protective order.14 The
Commission should reject the Cities' objections, because it appears that the Cities had means at
their disposal to obtain Frontier's confidential data, but did not seek to avail themselves of those
means. 15 Accordingly, the Cities' argument that they were precluded from evaluating the
veracity of Frontier's subscriber data is unavailing.16
Comcast also included local DBS subscribers in its Petition, and it redacted this SBCA-
provided data from the Cities' service copies solely to honor its confidentiality obligations to
Frontier. Had the Cities resolved the confidentiality issue with Frontier, the DBS subscriber
counts would have been immediately available to them. In any event, the Oppositions do not
even attempt to challenge the community -specific ZIP+4 data that was obtained from SNL
14 See, e.g., Time Warner Cable Inc. for Subscribership Information Pursuant to Section
76.907(c) of the Commission's Rules, 26 FCC Red. 5103 (2011); Comcast Cable
Communications, LLC, Petitions for Determination of Effective Competition in 41 Communities
in Pennsylvania, 28 FCC Red. 3375 n.16 (2013). In Comcast Cable Communications, LLC, 27
FCC Red. 15940 (2012), the Commission accepted Comcast's effective competition filing
containing confidential Verizon subscriber information, and subsequently facilitated a protective
order between Verizon and the Division of Rate Counsel of the State of New Jersey (the "DRC")
that allowed the DRC to review Verizon's confidential data.
15 Although Comcast was not in a position to release Frontier's confidential information, the
Cities did not even bother to ask Comcast for the data or how they might go about obtaining it.
16 The Cities do not identify any reason why Frontier would provide inaccurate subscriber
numbers to benefit Comcast in this proceeding. Moreover, notwithstanding the Cities' own
direct regulatory relationship with Frontier, the Cities do not present a local subscriber count for
Frontier that the Commission could compare to the Frontier subscriber figures included in
Comcast's Petition.
DWT 2266333 1 v 1 0 107080-000049
Kagan,17 shared with the Cities, and used by SBCA to identify local DBS subscribers. SNL
Kagan's ZIP+4 analysis and SBCA's subscriber reporting have, of course, been relied upon by
cable operators and approved by the Commission in hundreds of effective competition cases.18
The Cities fail to provide any basis to reject this well -established approach in the current
proceeding.
IV. THE CITIES MISCONSTRUE THE LEGAL REQUIREMENTS REGARDING
EFFECTIVE COMPETITION SHOWINGS
The Oppositions ultimately contend that cable operators should not be permitted to rely
on the existence of DBS subscribership as evidence of effective competition — because DBS
service does not "create competition to cable service". 19 The Oppositions essentially argue that
the Commission has the discretion to ignore controlling statutory language and twenty years of
direct Commission precedent.
17 Comcast's Petition carefully describes how SNL Kagan matched ZIP+4 codes to the Cities'
boundaries and how SBCA then provided the associated subscriber counts. See Petition at 6-8,
Exhibits 6 and 8. Exhibit 6 to the Petition identifies (on a non -redacted basis) each of the Zip+4
codes associated with the Cities.
18 See, e.g., Time Warner Cable Inc., Petition for Determination of Effective_ Competition in 19
Kentucky Franchise Areas, DA 13-1509 (rel. Jul. 3, 2013); Comcast Cable Communications,
LLC, Petition for Effective Competition in Ten Illinois Communities, 28 FCC Red. 8383 (2013);
Comcast Cable Communications, LLC, Petition for Effective Competition in 6 Communities in
Washington, 28 FCC Red. 7108 (2013); Comcast Cable Communications, LLC, Petition for
Effective Competition in 26 Pennsylvania Communities, 27 FCC Red. 4307 (2012); Comcast
Cable Communications, LLC, Petition for Effective Competition in Two Virginia Communities,
26 FCC Red. 15291 (2011); Cablevision Systems Westchester Corp., Petition for Determination
of Effective Competition in Putnam Valley, New York, 24 FCC Red. 872, ¶ 13 (2009) ("ZIP+4
data such as Petitioner has presented is the most fine-grained and commonly available way of
which we are aware to count DBS subscribers in a community. It does not create an automatic
suspicion of inaccuracy.")
19 Oppositions at 5.
31
DWT 2266333 1 v 1 0 107080-000049
Section 623(l)(1)(B) of the Communications Act specifies that effective competition will
be found where the franchise area is:
(i) served by at least two unaffiliated multichannel video programming
distributors each of which offers comparable video programming to at
least 50 percent of the households in the franchise area; and
(ii) the number of households subscribing to programming services offered
by multichannel video programming distributors other than the largest
multichannel video programming distributor exceeds 15 percent of the
households in the franchise area.20
In turn, Section 602(13) of the Act defines "multichannel video programming distributors"
("MVPDs") specifically to include "direct broadcast satellite service."21 Based on these
unambiguous statutory provisions, DBS competition must be considered in this proceeding.
Contrary to the Cities' suggestion, Congress did not leave open to Commission discretion
whether DBS service should or should not be counted under the Competing Provider Test.
The Cities' argument for disregarding DBS competition not only conflicts with the
governing statutory language, it also ignores repeated Commission decisions denying this same
challenge to effective competition petitions. 22 In a 2010 decision, the Commission clearly ruled:
[C]oncerning the ... general objection that DBS should not provoke deregulation
of rates for basic cable service, the statute generally defines the class of cable
competitors as MVPDs, and specifically defines DBS operators as an MVPD. We
have no authority to alter the statute and, therefore, we may not exclude DBS
20 47 U.S.C. § 543(l)(1)(B) (emphasis added).
2' 47 U.S.C. § 522(13).
22 See, e.g., Cablevision Systems East Hampton Corp., 24 FCC Red. 10846, 113 (2009) ("We
have no authority to alter the statute and, therefore, may not exclude DBS providers from the
class of MVPDs that we consider in the competing provider test."); CoxCom, Inc., dB/a Cox
Communications Orange County, 22 FCC Red. 4522 (2007); Comcast Cable Communications,
LLC, Petition for Determination of Effective Competition in Forty -Two California Franchise
Areas, 22 FCC Red. 694 (2007).
7
DWT 22663331v1 0107080-000049
providers from the class of MVPDs that we consider in the competing provider
test.23
In short, the controlling statute is clear, and the Commission has properly and repeatedly ruled
that it lacks discretion to entertain a contrary approach.
CONCLUSION
For the foregoing reasons, and based upon the clear and unrefuted evidence Comcast has
submitted in this proceeding, the Commission should grant Comcast's Petition without delay.
Respectfully submitted,
Comcast Cable Communications, LLC
Ort,behalf of its subsidiaries and affiliates
Richard A. Chapkis esley R. Heppler
Deputy General Counsel teven J. Horvitz
COMCAST CORPORATION Frederick W. Giroux
One Comcast Center DAVIS WRIGHT TREMAINE LLP
Philadelphia, PA 19103-2838 1919 Pennsylvania Avenue, N.W. Suite 800
(215) 286-5237 Washington, D.C. 20006
(202)973-4200
October 9, 2013
Its Attorneys
23 Comcast Cable Communications, LLC Petition for Determination of Effective Competition in
Two Communities in Maryland, 25 FCC Rcd. 13340, ¶ .13 (2010)(emphasis added). See also
Comcast Cable Communications, LLC Petition for Determination of Effective Competition in
Four Communities in Maryland, 25 FCC Rcd. 12783, ¶ 6 (2010).
DWT 22663331v1 0107080-000049
Exhibit 1
'DavisWright
LZrn
110 Tremaine LLP
January 11, 2012
Jeanne Danielson
General Manager
Frontier Communications
20575 NW VonNuemann, Suite 150
Beaverton, OR 97006
Suite 800
1919 Pennsylvania Avenue NW
Washington, DC 20006-3401
Frederick Giroux
202.973.4204 tel
202.973.4499 fax
fredgiroux@dwt.com
Re: Frontier Communications Subscriber Figures for Various Communities in
Ore on and Washin on
Dear Ms. Danielson:
This law firm represents Comcast Cable Communications, LLC ("Comcast"). Comcast is
seeking to demonstrate the presence of"effective competition" in various Oregon and
Washington communities, as identified in the exhibit attached to this letter. Under the FCC's
rules, cable operators are entitled to request subscriber information from other video providers
operating in their franchise areas in connection with investigating and prosecuting an effective
competition petition. The FCC recently clarified that cable operators are entitled to obtain
subscriber information from LEC-affiliated MVPDs.' We therefore request pursuant to Section
76.907(c) of the FCC's rules that Frontier Communications provide us with the number of video
subscribers that it serves in each of the Oregon and Washington communities identified in the
attached exhibit as soon as possible, but in no event later than 15 days from the date of this letter.
In counting subscribers, each separately billed household should be counted as a
subscriber. In accordance with FCC Rule § 76.905(c), however, where multiple dwelling units
("MDUs") are billed as a single customer, each individual unit in the MMU should be counted as
a separate household subscriber.
We understand the potential sensitivity of this information and request your cooperation
in responding to this request under the FCC's rules. The information that you provide will be
used by this law firm solely for the purposes of preparing, filing and prosecuting a petition for
effective competition at the FCC for Comcast's system(s) serving the Oregon and Washington
communities listed on the attached exhibit. None of the information shall be used for any other
marketing, advertising or competitive purposes.
'See Time Warner Cable, Inc., DA 11-616, (rel. Apr. 6, 201 1).
Ms. Jeanne Danielson
January 11, 2012
Para
e 2
Please forward the requested information directly to me. if you have any questions
regarding the details of'this request, please let me know as soon as possible.
Thank you for your prompt attention to this matter.
rely,
..C•s cC ' �. �I ac,.�LJ�
Frederick W. Giroux
Counsel for Comcast Cable Co mmunicatio v, LLC.'
Enclosure
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Exhibit 2
1776 K STREET NW
WASHING -TON, DC 20006
PHONE 202.719.7000
FAX 202,719.7049
7925 JONES BRANCH DRIVE
MCLEAN, 'A. 22102
PHONE 703.905.2800
FAX 703.905.2820
www_wileyrein.com
February 1, 2013
VIA COURIER
Mr. Steven Horvitz
Davis Wright Tremaine LLP
1919 Pennsylvania Avenue NW
Suite 800
Washington, DC 20006
Re: Frontier Communications Subscriber Figures for Various Communities in
Oregon and Washington
Dear Mr. Horvitz:
Pursuant to the terms of the Confidentiality and Non -Disclosure Agreement by and
between Comcast Cable Communications, LLC and Frontier Communications
Northwest Inc., dated February 1, 2013 (a copy of which is enclosed herewith), and
in accordance with Section 76.907 of the FCC Rules, Frontier hereby submits the
number of video subscribers that it serves in specifically identified Oregon and
Washington communities. As provided in the Confidentiality and Non -Disclosure
Agreement, the enclosed information is highly confidential and proprietary to
Frontier and shall not be disclosed except as expressly set forth in the
Confidentiality and Non -Disclosure Agreement.
If you would like to discuss this further or have any questions, please do not hesitate
to contact me.
Sincerely.
OC12
6 le -A,
Brendon M. Pinkard
Counsel for Frontier Communications
cc: Kevin Saville, Vice President & Associate General Counsel — Frontier
CERTIFICATE OF SERVICE
I, Deborah Williams, do hereby certify on this 9t" of October, 2013 that a true and correct
copy of the foregoing "Reply to Oppositions to Petition for Special Relief' has been sent via
U.S. mail, postage prepaid to the following:
William Lake, Chief, Media Bureau
Michael R. Bradley
Federal Communications Commission
Lighthouse Law Group
Office of the Secretary
1100 Dexter Ave N
445 12th Street, SW
Suite 100
Washington, DC 20554
Seattle, WA 98109
Ms. Sandra Chase Ms. Paula Swisher
City Clerk Clerk -Treasurer
City of Edmonds City of Brier
121 5" Ave N 2901 228" St SW
Edmonds, WA 98020 Brier, WA 98036
Mr. Lorenzo Hines
Mr. Ned Johnson
Finance Director
City Attorney
City of Lynnwood
City of Everett
PO Box 5008
2930 Wetmore Ave, Suite 10-C
Lynnwood, WA 98046-5008
Everett, WA 98201
Mr. Scott Hugill Ms. Kelly Chelin
Administrative Services Director City Clerk
6100 219t", Suite 200 City of Mill Creek
Mountlake Terrace, WA 98043 15728 Main Street
Mill Creek, WA 98012-1227
Ms. Lorraine Taylor Ms. Christina Boughman
Clerk -Treasurer City Clerk
City of Woodway City of Mukilteo
23920 113t" Place W 11930 Cyrus Way
Woodway, WA 98020 Mukilteo, WA 98275
Elana R. Zana
Ogden Murphy Wallace, PLLC
901 Fifth Avenue, Suite 3500
Seattle, WA 98164=2008
Deborah Williams
DWT 22663331 v 1 0107080-000049
CABLE FRANCHISE AGREEMENT
Between
EDMONDS, WASHINGTON
:�l
COMCAST OF WASHINGTON LLC
And
COMCAST OF
CALIFORNIAXOLOI�ADO/WASHINGTON I, Inc.
2012
TABLE OF CONTENTS
Page
SECTION 1. Definition of Terms........................................................................................3
1.1 "Access"......................................................................................................3
1.2 "Access Channel"....................................................................................... 3
1.3 "Affiliate"................................................................................................... 3
1.4 "Bad Debt".................................................................................................. 3
1.5 "Basic Service"........................................................................................... 3
1.6 "Cable Act"................................................................................................. 3
1.7 "Cable Operator"........................................................................................ 4
1.8 "Cable Service(s)"...................................................................................... 4
1.9 "Cable System"........................................................................................... 4
1.10 "Channel".................................................................................................... 4
1.11 "City".......................................................................................................... 4
1.12 "Control"..................................................................................................... 4
1.13 "Dwelling Units"........................................................................................ 4
1.14 "FCC"......................................................................................................... 4
1.15 "Franchise"................................................................................................. 4
1.16 "Franchise Area"......................................................................................... 5
1.17 "Gross Revenues"....................................................................................... 5
1.18 Locally Scheduled Original Programming.....................................6
1.19 "Person"...................................................................................................... 6
1.20 "Public Rights -of -Way" or "Rights -of -Way" ............................................. 6
1.21 "School"......................................................................................................7
1.22 "State"......................................................................................................... 7
1.23 "Subscriber" or "Customer"....................................................................... 7
SECTION2. Grant of Authority..........................................................................................8
2.1 Grant........................................................................................................... 8
2.2 Grant of Authority....................................................................................... 8
2.3 Franchise Subject to Federal, State and Local Law .................................... 8
2.4 Use of Rights of Way for non -Cable Service ............................................. 8
2.5 No Rights by Implication............................................................................ 8
2.6 Conveyance of Rights................................................................................. 9
2.7 No Waiver................................................................................................... 9
2.8 Other Ordinances........................................................................................ 9
2.9 Term of Franchise....................................................................................... 9
9
2.10 Effective Date.............................................................................................
2.11 Effect of Acceptance.................................................................................
10
2.12 Reservation of Authority...........................................................................
10
City of Edmonds - Comcast Cable Franchise Agreement
i
2.13 Grant Not Exclusive.................................................................................. 10
2.14 Grant of Other Franchises; Competitive Equity ....................................... 10
2.15 Conditions of Sale..................................................................................... 11
2.16 Transfer upon Revocation......................................................................... 11
2.17 Police Powers............................................................................................ I 1
SECTION 3. Construction and Maintenance of the Cable System...................................12
3.1 Permits and General Obligations.............................................................. 12
3.2 Conditions on Occupancy of Public Rights -of -Way ................................ 12
3.3 Safety Requirements................................................................................. 13
3.4 Aerial and Underground Construction...................................................... 13
3.5 Work of Contractors and Subcontractors.................................................. 14
3.6 Construction and Maintenance................................................................. 15
3.7 One Call Notification................................................................................ 15
3.8 Rights -of -Way Vacation........................................................................... 15
3.9 Standards...................................................................................................16
3.10 Stop Work.......... ,................................................................................... 16
3.11 Joint Trenching/Boring............................................................................. 17
3.12 GIS Mapping........................................................................................... 17
3.13 Trimming of Trees and Shrubbery............................................................ 17
3.15 Reservation of Rights-of-Way.................................................................. 17
3.16 Inspection of Facilities.............................................................................. 17
3.17 Private Property ........................................................................................ 17
SECTION 4. Service Obligations......................................................................................19
4.1 General Service Obligation....................................................................... 19
4.2 Complimentary Cable Service.................................................................. 19
4.3 Obscenity.................................................................................................. 20
4.4 Services for the Disabled.......................................................................... 20
4.5 Parental Control Device............................................................................ 20
4.6 No Discrimination..................................................................................... 20
4.7 New Developments................................................................................... 20
SECTION 5. Rates, Fees, Charges and Deposits...............................................................21
5.1 Rate Regulation......................................................................................... 21
5.2 No Rate Discrimination............................................................................ 21
5.3 Low Income Discount............................................................................... 21
5.4 Leased Access Channel Rates...................................................21
5.5 Late Fees................................................................................................... 21
SECTION 6. Customer Service.........................................................................................22
City of Edmonds - Comcast Cable Franchise Agreement
ii
6.1 Customer Service Standards..................................................................... 22
6.2 Privacy Protection..................................................................................... 22
SECTION 7. Oversight and Regulation.............................................................................23
7.1 Franchise Fees........................................................................................... 23
7.2 Payments................................................................................................... 23
7.3 Additional Compensation......................................................................... 23
7.4 Quarterly Reports...................................................................................... 23
7.5 Interest Charge on Late Payments............................................................ 23
7.6 No Release................................................................................................ 23
7.7 No Limitation on Taxing Authority.......................................................... 24
7.8 Additional Commitments Not Franchise Fees................... ....................... 24
7.9 Franchise Fee Audit.................................................................................. 24
7.10 Bundled Services...................................................................................... 25
7.11 Maintenance of Books, Records, and Files ............................................... 25
7.12 Performance Evaluations.......................................................................... 27
SECTION 8. Transfer or Renewal of Franchise................................................................28
8.1 Franchise Transfer.................................................................................... 28
8.2 Renewal of Franchise................................................................................ 30
SECTION 9. Insurance and Indemnity..............................................................................31
9.1 Insurance Requirements............................................................................ 31
9.2 Alternative Insurance................................................................................ 32
9.3 Verification of Coverage........................................................................... 32
9.4 Indemnification......................................................................................... 32
9.5 Security..................................................................................................... 33
SECTION 10. System Description and System Facilities.................................................35
10.1 System Description................................................................................... 35
10.2 Technological Improvements.................................................................... 35
10.3 Technical Requirement............................................................................. 35
10.4 Cable System Performance Testing.......................................................... 35
10.5 Additional Tests........................................................................................ 35
10.6 Standby Power.......................................................................................... 36
10.7 Emergency Alert System.......................................................................... 36
SECTION 11. Educational and Governmental Access......................................................37
11.1 Access Channels....................................................................................... 37
11.2 Change in Cable System Technology....................................................... 37
11.3 Triggers for Additional Access Channel ................................................... 37
11.4 Management and Control of Access Channels ......................................... 37
City of Edmonds - Comcast Cable Franchise Agreement
iii
11.5 Underutilized Access Channels................................................................ 38
11.6 Access Channel Location.......................................................................... 38
11.7 Support for Access.................................................................................... 38
11.8 Return Connectivity.................................................................................. 39
11.9 Interconnection with Edmonds Community College ................................ 39
SECTION 12. Enforcement of Franchise..........................................................................40
12.1 Notice of Violation or Default..................................................................
40
12.2 Grantee's Right to Cure or Respond.........................................................
40
12.3 Meeting....................................................................................................
40
12.4 Options Following Meeting......................................................................
40
SECTION 13. Liquidated Damages..................................................................................41
13.1 Liquidated Damages.................................................................................
41
13.2 Recovery of Amounts...............................................................................
41
13.3 Cumulative Rights....................................................................................
41
SECTION 14. Termination of Franchise...........................................................................42
14.1 Revocation......................................................................................... .------
42
14.2 Grantee Without Fault...............................................................................
42
14.3 Revocation Notice............................................................ ........................
42
14.4 Revocation Hearing.................................................................................
42
14.5 Findings and Conclusions.........................................................................
43
14.6 Appeal.......................................................................................................
43
14.7 Enforcement in Lieu of Revocation..........................................................
43
14.8 Technical Violation...................................................................................
43
SECTION 15. Miscellaneous Provisions...........................................................................44
15.1 Authority and Changes in the Law...........................................................
44
15.2 Actions of Parties......................................................................................
44
15.3 Amendments.............................................................................................
44
15.4 Application Fee.........................................................................................
44
15.5 Attorneys' Fees.........................................................................................
44
15.6 Binding Acceptance..................................................................................
44
15.7 Captions....................................................................................................
44
15.8 Costs to be Borne by Grantee...................................................................
44
15.9 Counterparts..............................................................................................
44
15.10 Entire Franchise......................................................................................
45
15.11 Force Majeure.........................................................................................
45
15.12 Governing Law.......................................................................................
45
15.13 Equal Employment Opportunity.............................................................
45
City of Edmonds - Comcast Cable Franchise Agreement
iv
15.14 Modification........................................................................................ 45
15.15 No Joint Venture................................................................................. 45
15.16 Notices.................................................................................................46
15.17 No Third -Party Beneficiaries.............................................................. 46
15.18 Reservation of Rights.......................................................................... 46
15.19 Preemption......................................................................................... 46
15.20 Recitals................................................................................................ 46
15.21 Severability......................................................................................... 46
15.22 Venue.................................................................................................. 47
15.23 Waiver.................................................................................................47
15.24 Independent Review; Construction..................................................... 47
SignaturePage......................................................................................47
Exhibit A FCC Customer Service Standards....................................................................49
Exhibit B City of Edmonds Public Buildings..................................................50
Exhibit C Educational Facilities..................................................................51
City of Edmonds - Comcast Cable Franchise Agreement
v
Cable Franchise Agreement
This Cable Franchise (hereinafter, the "Franchise") is entered into by and between the
City of Edmonds (hereinafter, "the City") and Comcast of Washington, LLC, and Comcast of
California/Colorado/Washington I, Inc., corporations duly organized under the applicable laws
of the State of Washington (hereinafter, "Grantee").
WHEREAS, The Grantee is operating under two separate legal entities, both Comcast of
Washington, LLC and Comcast of California/Colorado/Washington 1, Inc are hereby served
under this one Franchise and they shall together be referred to herein as "Grantee".
WHEREAS, the City wishes to grant Grantee a nonexclusive franchise to construct,
install, maintain, extend and operate a cable communications system in the Franchise Area as
designated in this Franchise;
WHEREAS, the City is a "franchising authority" in accordance with Title VI of the
Cable Act (see 47 U.S.C. §522(10)) and Washington State law;
WHEREAS, the Grantee has installed a Hybrid Fiber Coax Cable System that occupies
the Rights -of -Way within the Franchise Area, and Grantee desires to use the Hybrid Fiber Coax
Cable System to provide Cable Services (as hereinafter defined) in the Franchise Area;
WHEREAS, the City has identified the future cable -related needs and interests of the
City, has considered the financial, technical and legal qualifications of Grantee, and has
determined that Grantee's Cable System is adequate, in a full public proceeding affording due
process to all parties;
WHEREAS, the City desires to protect and manage the Rights -of -Way, require
standards of customer service, receive financial compensation for Grantee's use of the Rights -of -
Way as provided by federal law, obtain complimentary Cable Services for public buildings,
obtain use of educational and governmental channels, establish certain reporting and record
access requirements, and provide for the future cable -related needs of its residents;
WHEREAS, the City has determined that the renewal of a nonexclusive cable franchise
to Grantee is consistent with the public interest; and
WHEREAS, the City and Grantee have reached agreement on the terms and conditions
set forth herein and the parties have agreed to be bound by those terms and conditions.
NOW, THEREFORE, in consideration of the City's renewal of a franchise to Grantee,
Grantee's promise to provide Cable Service to residents of the Franchise Area pursuant to and
consistent with the Cable Act (as hereinafter defined), the promises and undertakings herein, and
other good and valuable consideration, the receipt and the adequacy of which are hereby
acknowledged,
City of Edmonds — Comcast Cable Franchise Agreement
1
THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:
The City, having determined that the financial, legal, and technical ability of Grantee is
reasonably sufficient to provide the services, facilities, and equipment necessary to meet the
future cable -related needs of the community, desires to enter into this Franchise with Grantee for
the construction, operation and maintenance of a Cable System on the terms and conditions set
forth herein.
City of Edmonds — Comcast Cable Franchise Agreement
2
SECTION 1. Definition of Terms
For the purpose of this Franchise, capitalized terms, phrases, words, and abbreviations
shall have the meanings ascribed to them herein. The word "shall" is always mandatory and not
merely directory.
1.1 "Access" means the availability for noncommercial use by various educational
and governmental agencies, institutions and organizations in the community, including the City
and its designees, of Channels on the Cable System designated for such use as permitted under
applicable law:
(A) "Educational Access" means Access where Schools are the primary
users having editorial control over programming.
(B) "Governmental Access" means Access where governmental institutions
or their designees are the primary users having editorial control over programming.
(C) "Educational and Governmental Access" or "EG Access" means the
availability for noncommercial use of a Channel or Channels on the Cable System by various
governmental and educational agencies including the City and its designees.
1.2 "Access Channel" means any Channel, or portion thereof, designated for
noncommercial Access purposes or otherwise made available to facilitate or transport Access
programming.
1.3 "Affiliate" means, when used in connection with Grantee, any Person who
owns or controls, is owned by or controlled by, or is under common ownership or control with
Grantee.
1.4 "Bad Debt" means amounts lawfully owed by a Subscriber and accrued as
revenue on the books of Grantee, but not collected after reasonable efforts by Grantee.
1.5 "Basic Service" means, at a minimum, all signals of domestic television
broadcast stations provided to any Subscriber (except a signal secondarily transmitted by satellite
carrier beyond the local Franchise Area of such station, regardless of how such signal is
ultimately received by the Cable System), any educational and governmental programming
required by federal law to be carried on the Basic Service Tier, and any additional Video
Programming signals and service voluntarily added to the Basic Service Tier by the Cable
Operator.
1.6 "Cable Act" means the Cable Communications Policy Act of 1984, as
amended by the Cable Television Consumer Protection and Competition Act of 1992, and as
amended by the Telecommunications Act of 1996, and any amendments thereto, 47 U.S.C. § 521
et. seq.
City of Edmonds — Comcast Cable Franchise Agreement
3
1.7 "Cable Operator" means any Person or group of Persons, including Grantee,
who provide Cable Service over a Cable System and directly or through one or more Affiliates
own a significant interest in such Cable System or who otherwise Control or are responsible for,
through any arrangement, the management and operation of such a Cable System.
1.8 "Cable Service(s)" means (1) the one-way transmission to Subscribers of (a)
video programming, or (b) other programming service, and (2) Subscriber interaction, if any,
which is required for the selection or use of such video programming or other programming
service, 47 U.S.C. § 522(6).
1.9 "Cable System" means Grantee's facility, consisting of a set of closed
transmission paths and associated signal generation, reception, and control equipment that is
designed to provide Cable Service which includes video programming and that is provided to
multiple Subscribers within a community, but such term does not include (1) a facility that serves
only to retransmit the television signals of one or more television broadcast stations; (2) a facility
that serves Subscribers without using any public right-of-way; (3) a facility of a common carrier
that 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 47 U.S.C. § 541(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; (4) an open video system that complies with § 653 of the Cable
Act; or (5) any facilities of any electric utility used solely for operating its electric utility
systems, 47 U.S.C. Sec. 522 (7). When used herein, the term "Cable System" shall mean
Grantee's Cable System in the Franchise Area.
1.10 "Channel" means a portion of the electromagnetic frequency spectrum which is
used in a Cable System and which is capable of delivering a television channel, whether
delivered in an analog or digital format.
1.11 "City" means the City of Edmonds, Washington, a municipal corporation.
1.12 "Control" means the ability to exercise de facto or de jure control over day-to-
day policies and operations or the management of Grantee's affairs.
1.13 "Dwelling Units" means any building or portion thereof that has independent
living facilities, including provisions for cooking, sanitation and sleeping, and that is designed
for residential occupancy.
1.14 "FCC" means the Federal Communications Commission or successor
governmental entity thereto.
hereto.
1.15 "Franchise" means this document and any amendments or modifications
City of Edmonds — Comcast Cable Franchise Agreement
4
1.16 "Franchise Area" means the area within the present legal boundaries of the
City as of the Effective Date, and shall also include any additions thereto, by annexation or other
legal means.
1.17 "Gross Revenues" means any and all revenue derived by Grantee or its
Affiliates from the operation of the Cable System in the Franchise Area to provide Cable
Services, calculated in accordance with Generally Accepted Accounting Principles ("GAAP").
1.17.1 "Gross Revenues" shall include but shall not be limited to the following:
(a) fees charged for Basic Service;
(b) fees charged to Subscribers for any service tier other than
Basic Service;
(c) fees charged for premium Channel(s), e.g. HBO, Cinemax,
or Showtime;
(d) fees charged to Subscribers for any optional, per -Channel,
or per -program services;
(e) charges for installation, additional outlets, relocation,
disconnection, reconnection, and change -in-service fees for
Cable Service;
(f) fees for service calls;
(g) rental of Customer equipment, including converters (e.g.
set top boxes, high definition converters, and digital video
recorders) and remote control devices;
(h) advertising sales revenue, minus commissions due to
advertising agencies that arrange for the advertising buy, as
calculated under GAAP;
(i) revenue from leased Access Channel(s);
(j) revenues received in connection with the carriage of home
shopping Channels;
(k) fees for any and all music services that are deemed to be a
Cable Service over a Cable System;
(1) revenue from the sale of program guides;
(m) late payment fees; and
City of Edmonds — Comcast Cable Franchise Agreement
5
(n) Franchise fees.
1.17.2 "Gross Revenues" shall not include:
(a) Sales of capital assets or sales of surplus equipment;
(b) Program launch fees;
(c) Any fees or charges collected from Subscribers or other
third parties for EG capital support.
(d) Bad Debt; provided, however, that all or part of any such Bad
Debt that is written off but subsequently collected shall be
included in Gross Revenues in the period collected.
(e) Any taxes on services furnished by the Grantee which are
imposed directly on any Subscriber or user by the State, City
or other governmental unit and which are collected by the
Grantee on behalf of said governmental unit.
(f) The value of the complimentary Cable Services provided
herein shall not increase or decrease Gross Revenues for the
purpose of calculating Franchise Fees.
1.18 "Locally Scheduled Original Programming" means Government Access or
Educational Access programming that is created by the City or their designated Access
provider(s) including edited coverage of live programming. Such Locally Scheduled Original
Programming shall not be considered as qualifying as such after two (2) cablecasts (initial airing
and first repeat). Automated Video Programming filler, such as cablecasts of highways and
roads, AM/FM Radio programming, NASA or video bulletin boards does not constitute Locally
Scheduled Original Programming that qualifies herein.
1.19 "Person" means any natural person or any association, firm, partnership, joint
venture, corporation, limited liability company or other legally recognized entity, whether for -
profit or not -for profit, but shall not mean the City.
1.20 "Public Rights -of -Way" or "Rights -of -Way" means the surface of, and the
space above and below, any public street, highway, freeway, bridge, land path, alley, court,
boulevard, sidewalk, lane, drive, circle or other public right-of-way, including, but not limited to,
utility easements, dedicated utility strips, or rights -of -way dedicated for compatible uses now or
hereafter held by the City in the Franchise Area, which shall entitle the City and Grantee to the
use thereof for the purpose of constructing, installing, operating, repairing, upgrading and
maintaining the Cable System. Public Rights -of -Way shall also mean any easement now or
hereafter held by the City within the Franchise Area for the purpose of public travel, or for utility
or public service use dedicated for compatible uses, and shall include other easements or rights -
of -way as shall within their proper use and meaning entitle Grantee to the use thereof for the
City of Edmonds — Comcast Cable Franchise Agreement
6
purposes of constructing, installing, operating, and maintaining Grantee's Cable System over
existing poles and wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers,
appliances, attachments, and other property as may be ordinarily necessary and appurtenant to
the Cable System.
1.21 "School" means any State accredited K-12 educational institution, public or
private, but excluding home schools.
1.22 "State" means the State of Washington.
1.23 "Subscriber" or "Customer" means a Person who lawfully receives Cable
Service over the Cable System with Grantee's express permission.
City of Edmonds — Comcast Cable Franchise Agreement
7
SECTION 2. Grant of Authority
2.1 Grant. The City hereby grants to Grantee under the Cable Act a nonexclusive
Franchise authorizing Grantee to construct and operate a Cable System in, along, among, upon,
across, above, over, under, or in any manner connected with Public Rights -of -Way within the
Franchise Area, and for that purpose to erect, install, construct, repair, replace, reconstruct,
maintain, or retain in, on, over, under, upon, across, or along any Public Rights -of -Way and all
extensions thereof and additions thereto, such poles, wires, cables, conductors, ducts, conduits,
vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or
equipment as may be necessary or appurtenant to the Cable System.
2.2 Grant of Authority. Subject to the terms and conditions of this Franchise and
the Cable Act, the City hereby grants Grantee the right to own, construct, operate and maintain a
Cable System along the Rights -of -Way within the Franchise Area, in order to provide Cable
Service. No privilege or power of eminent domain is bestowed by this grant; nor is such a
privilege or power bestowed by this Franchise.
2.3 Franchise Subject to Federal, State and Local Law. Notwithstanding any
provision to the contrary herein, this Franchise is subject to and shall be governed by all
applicable provisions now existing or hereafter amended of federal, State and local laws and
regulations.
2.4 Ilse .of Rights of Way for non -Cable Service. This Franchise is an express
authorization to provide Cable Services only. This Franchise is not a bar to the imposition of any
lawful condition on Grantee with respect to non -Cable Services, telecommunications services or
information services, whether similar, different or the same. This Franchise does not relieve
Grantee of any obligation it may have to obtain from the City an authorization to provide non -
Cable Services, telecommunications services or information services or relieve Grantee of its
obligation to comply with any such authorization(s) that may be lawfully required. However,
this Franchise shall not be read as a concession by Grantee that it needs authorization to provide
non -Cable Services.
2.5 No Rights by Implication. 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:
2.5.1 Any other 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;
2.5.2 Any permit, agreement or authorization required by the City for Rights -of -
Way users in connection with operations on or in Rights -of -Way or public property; or
2.5.3 Any permits or agreements for occupying any other property of the City or
private entities to which access is not specifically granted by this Franchise.
City of Edmonds — Comcast Cable Franchise Agreement
8
2.6 Conveyance of Rights. 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 Rights -of -Way; it does not provide the Grantee with any
interest in any particular location within the Rights -of -Way; and it does not confer rights other
than as expressly provided in the grant hereof.
2.7 No Waiver. The failure of the City on one or more occasions to exercise a
right or to require compliance or performance under this Franchise, the Cable Act or any other
applicable State or federal law shall not be deemed to constitute a waiver of such right or a
waiver of compliance or performance by the City nor to excuse Grantee from complying or
performing, unless such right or such compliance or performance has been specifically waived in
writing.
2.8 Other Ordinances. Grantee agrees to comply with the terms of any lawful,
generally applicable local ordinance, including but not limited to Chapter 4.68 of the Edmonds
Municipal Code in effect upon adoption of this Franchise. In the event of a conflict between any
ordinance and a specific provision of this Franchise, the Franchise shall control, provided
however that the Grantee agrees that it is subject to the lawful exercise of the police power of the
City.
2.9 Term of Franchise. The term of this Franchise and all rights, privileges,
obligations and restrictions pertaining thereto shall be seven (7) years ,(the "Term") from the
Effective Date of this Franchise. Upon commencement of the franchise renewal period
described in the Cable Act, the parties will meet to discuss a possible extension of this Franchise.
If this Franchise expires prior to renewal or termination, the Grantee shall cooperate with the
City in maintaining continuity of service by continuing to operate the Cable System under the
terms and conditions of this Franchise.
2.10 Effective Date.
2.10.1 This Franchise and the rights, privileges, and authority granted hereunder
and the contractual relationship established hereby shall take effect and be in force from and
after the effective date of this Franchise.
2.10.2 The effective date of this Franchise shall be the latter of the dates on
which it is accepted in writing by Grantee and the City.
2.10.3 Grantee shall file written acceptance of the Franchise along with any
accompaniments as required by this Section 2.10.1 with the City Clerk. Such written
acceptance shall be accompanied by the certificates of insurance specified in Section 9.3 and the
evidence of the Security as specified in Section 9.5 within ninety (90) days of the date of
adoption of this Franchise by the City Council, or this Franchise shall be voidable at the option
of the City.
2.10.4 The grant of this Franchise shall have no effect on Grantee's duty under
the prior franchise, in effect prior to the Effective Date of this Franchise, to indemnify or insure
City of Edmonds — Comeast Cable Franchise Agreement
9
the City against acts or omissions occurring during the period that the prior franchise was in
effect, nor shall it affect Grantee's liability to pay all Franchise Fees which were due and owed
under a prior franchise.
2.11 Effect of Acceptance. By accepting the Franchise, Grantee: (1) acknowledges
and accepts the City's legal right to issue and enforce the Franchise; (2) accepts and 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.
2.12 Reservation of Authori . Nothing in this Franchise shall (1) abrogate the right
of the City to perform any public works or public improvements of any description, (2) be
construed as a waiver of any codes or ordinances of general applicability promulgated by the
City, or (3) be construed as a waiver or release of the rights of the City in and to the Public
Rights -of -Way.
2.13 Grant Not Exclusive. The Franchise and the rights granted herein to use and
occupy the Rights -of -Way to provide Cable Services shall not be exclusive, and the City reserves
the right to grant other franchises for similar uses or for other uses of the Rights -of -Way, or any
portions thereof, to any Person, or to make any such use itself, at any time during the Term of
this Franchise. Any such rights which are granted shall not adversely impact the authority as
granted under this Franchise and shall not interfere with existing facilities of the Cable System.
2.14 Grant of Other Franchises: Competitive Equi1y. Any Cable Service Franchise
granted by the City shall be nonexclusive and shall not preclude the City from granting other or
further Cable Service franchises. The City reserves the right to grant one (1) or more additional
Cable Service franchises. The City shall amend this Franchise, as reasonably requested by the
Grantee, if it grants additional Cable Service franchises or similar authorizations that contain
material terms or conditions which are substantially more favorable or less burdensome to the
additional franchise holder than the material terms and conditions herein. A word for word
identical franchise or authorization for a competitive entity is not required so long as the
regulatory and financial burdens on each entity are generally equivalent.
2.14.1 Notwithstanding any provision to the contrary, at any time prior to the
commencement of the Grantee's thirty-six (36) month renewal window under Section 626 of the
Cable Communications Policy Act of 1984, as amended, 47 U.S.C. § 546, that a wireline
multichannel video provider distributor, legally authorized by State or federal law, makes
available for purchase by Subscribers or customers, Cable Services within the City without a
Cable Service franchise or other similar lawful authorization granted by the City, then the
Grantee shall have a right to request Franchise amendments that relieve it of regulatory burdens
that create a competitive disadvantage to the Grantee. In requesting amendments, the Grantee
shall file a petition seeking to amend this Franchise. Such petition shall: (a) indicate the
presence of such wireline competitor; (b) identify the Franchise terms and conditions for which
Grantee is seeking amendments; (c) provide the text of all proposed Franchise amendments to
the City, (d) identify all material terms or conditions in the applicable State or federal
City of Edmonds — Comcast Cable Franchise Agreement
10
authorization which are substantially more favorable or less burdensome to the competitive
entity.
2.15 Conditions of Sale. If a renewal or extension of Grantee's Franchise is denied
or the Franchise is lawfully terminated, and the City lawfully acquires ownership of the Cable
System or by its actions lawfully effects a transfer of ownership of the Cable System to another
party, any such acquisition or transfer shall be at the price determined pursuant to the provisions
set forth in Section 627 of the Cable Act.
2.16 Transfer ul2on Revocation. Grantee and the City agree that in the case of a
final determination of a lawful revocation of the Franchise, the City shall give Grantee at least
one hundred twenty (120) days to effectuate a transfer of its Cable System to a qualified third
party. Furthermore, Grantee shall be authorized to continue to operate pursuant to the terms of
its prior Franchise during this period. If, at the end of that time, Grantee is unsuccessful in
procuring a qualified transferee or assignee of its Cable System which is reasonably acceptable
to the City, Grantee and the City may avail themselves of any rights they may have pursuant to
federal or State law. It is further agreed that Grantee's continued operation of the Cable System
during the one hundred twenty (120) day period shall not be deemed to be a waiver, nor an
extinguishment of, any rights of either the City or Grantee.
2.17 Police Powers. Grantee's rights hereunder are subject to the police powers of
the City to adopt and enforce ordinances necessary to the safety, health and were of the public,
and Grantee agrees to comply with all applicable laws, ordinances and regulations lawfully
enacted pursuant to the police powers of the City, or hereafter enacted in accordance therewith,
by the City or any other legally constituted governmental unit having lawful jurisdiction over the
subject matter hereof. The City reserves the right to exercise its police powers, notwithstanding
anything in this Franchise to the contrary.
City of Edmonds — Comcast Cable Franchise Agreement
11
SECTION 3. Construction and Maintenance of the Cable System
3.1 Permits and General OblisEations. Grantee shall be responsible for obtaining, at
its own cost and expense, all permits, licenses, or other forms of approval or authorization
necessary to construct, operate, maintain or repair the Cable System, or any part thereof, prior to
the commencement of any such activity. Construction, installation, and maintenance of the
Cable System shall be performed in a safe manner using materials that meet or exceed industry
standards. All facilities, poles, conduits, cables, and equipment installed by Grantee for use in
the Cable System in accordance with the terms and conditions of this Franchise shall be located
so as to minimize interference with the designated use of the Public Rights -of -Way at the time of
Cable System facilities installation.
3.2 Conditions on Occupancy of Public Ri hts-of Wa .
3.2.1 Relocation at Request of the City. Except as provided herein, upon thirty
(30) days prior written notice to Grantee, the City shall have the right to require Grantee to
relocate any part of Grantee's Cable System within the Public Rights -of -Way when the safety,
health or welfare of the public requires such change, and the expense thereof shall be paid by
Grantee. The City is not required to provide thirty (30) days prior written notice in the event of
an emergency. Should Grantee fail to remove or relocate any such facilities by the date
established by the City, the City may remove or relocate such facilities, and the expense thereof
shall be paid by Grantee, including all costs and expenses incurred by the City due to Grantee's
delay. If the City requires Grantee to relocate its facilities located within the Public Rights -of -
Way, the City shall make a reasonable effort to provide Grantee with an alternate location
within the Public Rights -of -Way. This Section 3.2.1 does not apply to overhead facilities that
are converted to underground facilities, consistent with Section 3.4. If public funds are
available to any Person using such Public Rights -of -Way for the purpose of defraying the cost
of any of the foregoing, the City shall upon written request of Grantee make application for
such funds on behalf of Grantee.
3.2.2 Temporary Relocation at Request of Third Party. Grantee shall, upon
reasonable prior written request of any Person holding a permit issued by the City to move any
structure, temporarily move its facilities to permit the moving of such structure; provided (i)
Grantee may impose a reasonable charge on any Person for the movement of its facilities, and
such charge may be required to be paid in advance of the movement of its wires or cables; (ii)
Grantee is granted a permit for such work by the -City if a permit is needed; and (iii) Grantee is
given not less than ten (10) business days advance written notice to arrange for such temporary
relocation.
3.2.3 Restoration of Ri is -of -Way_. Whenever Grantee disturbs the surface of
any Rights -of -Way for any purpose, Grantee shall promptly restore the Rights -of -Way to a
condition reasonably comparable to the condition of the Rights -of -Way immediately prior to
such disturbance. When any opening is made by Grantee in a hard surface pavement in any
Rights -of -Way, Grantee shall promptly refill the opening and restore the surface as required by
its permit. If Grantee fails to promptly restore the Rights -of -Way, the City may, after providing
City of Edmonds — Comeast Cable Franchise Agreement
12
reasonable notice to Grantee, refill or repave any opening made by Grantee in the Rights -of -
Way, and the reasonable expense thereof shall be paid by Grantee. The City may, after
providing reasonable notice to Grantee, repair any work done by Grantee that, in the
determination of the City, does not conform to applicable the City specifications. The
reasonable cost thereof, including the costs of inspection and supervision, shall be paid by
Grantee.
3.3 Safety Requirements. The Grantee shall, at its own cost and expense,
undertake all necessary and appropriate efforts to maintain its work sites in a safe manner in
order to prevent accidents that may cause damage or injuries. All work undertaken on the Cable
System shall be performed in substantial accordance with applicable FCC or other federal and
State regulations. The Cable System shall not unreasonably endanger or interfere with the safety
of Persons or property in the Public Rights -of -Way.
3.4 Aerial and Underground Construction. If all of the distribution lines of all of
the wireline service providers, such as telecommunications service providers, as defined in RCW
35.99.010, a utility service provider or a Cable Operator (collectively "Service Providers") in any
portion of the Franchise Area are underground, Grantee shall place its Cable System's
distribution cables underground within that area; provided that such underground locations are
actually capable of accommodating Grantee's cable and other equipment without technical
degradation of the Cable System's signal quality. In any portion(s) of the Franchise Area where
the distribution lines of any of the respective Service Providers are both aerial and underground,
Grantee shall have the discretion to construct, operate, and maintain all of its distribution cables,
or any part thereof, aerially or underground. In areas where a Service Provider's 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. If funds exist,
are set aside for such purpose, or provided by a third party, Grantee shall be entitled to seek
reimbursement for its share of funds to offset the cost of placing its facilities underground.
Grantee shall utilize existing conduit wherever possible.
3.4.1 The City shall not be required to obtain easements for Grantee. Grantee
shall, to the extent economically feasible, participate with other providers in joint trench
projects to relocate its overhead facilities underground and remove its overhead facilities in
areas where utilities are being converted to underground facilities.
3.4.2 Nothing in this Section shall be construed to require Grantee to construct,
operate, or maintain underground any ground -mounted appurtenances such as Customer taps,
line extenders, system passive devices, amplifiers, power supplies, fiber splices, nodes,
pedestals, or other related equipment.
3.4.3 In the event of a City sponsored facilities relocation project that requires
conversion of overhead facilities to underground for purposes of health, safety or public
welfare, Grantee agrees to bear the costs of converting Grantee's Cable System from an
overhead system to an underground system as follows:
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A. Utility Trench and Vault/Pedestal Engineering: To ensure
proper space and availability in the supplied joint trench, Grantee shall only pay for the work
hours necessary to complete Cable System related engineering coordination with the other
utilities involved in the project, if any.
B. Conduit and Vaults/Pedestals Placement: Grantee shall only
pay for the direct cost of labor and materials it takes to place its conduits and vaults/pedestals in
the supplied joint trench and/or solo cable trench as follows:
1. If the City contractor is completing this task, Grantee
shall only pay the direct costs in accordance with
Grantee's approved labor and materials exhibits at the
time of the project.
2. If the direct costs of Grantee's approved labor and
materials exhibits are not agreeable to the City or its
contractor, Grantee shall have the option to hire its own
contractor(s) to complete the work in accordance with
Grantee's approved labor and materials exhibits at the
time of the project.
3. If Grantee chooses to hire its own contractor(s), the City
and its contractor(s) are responsible for coordinating with
Grantee's contractor(s) to provide reasonable notice and
time to complete the placement of Grantee's conduits and
vaults/pedestals in the supplied joint trench.
C. Within the conversion area, Grantee shall not be responsible
for any on -site coordination and performance of traffic control, trenching, backfill, and
restoration, unless it is work related to solo cable trench. In those areas, Grantee shall pay the
direct cost of labor and materials in accordance with the provisions listed in Section 3.4.3 B
above.
3.4.4 In the event of a Local Improvement District (LID) project that requires
relocation or an underground conversion of Grantee's facilities, Grantee shall be reimbursed by
the LID funding for all expenses incurred as a result of the project.
3.4.5 In the event an underground conversion of cable facilities is required as
part of the street improvement condition(s) of a new subdivision and/or development, the
developer shall be responsible for all time and material costs associated with the conditioned
underground conversion of cable facilities.
3.4.6 Grantee shall utilize existing poles and conduit wherever possible.
3.5 Work of Contractors and Subcontractors. Grantee's contractors and
subcontractors shall be licensed and bonded in accordance with the -!-,City's Ordinances,
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14
regulations and requirements. Work by contractors and subcontractors is subject to the same
restrictions, limitations and conditions as if the work were performed by Grantee. Grantee shall
be responsible for all work performed by its contractors and subcontractors and others
performing work on its behalf as if the work were performed by it and shall ensure that all such
work is performed in compliance with this Franchise and applicable law. Grantee shall be jointly
and severally liable for all property and personal damages and for correcting all damage caused
by any contractor or subcontractor working on Grantee's behalf.
3.6 Construction and Maintenance.
3.6.1 Subject to applicable laws and this Franchise, Grantee shall perform all
maintenance, construction, repair and upgrades necessary for the operation of its Cable System
in the Rights -of -Way. All work regarding Grantee's System shall, regardless of who performs
the work, be and remain Grantee's responsibility.
3.6.2 Grantee's Cable System shall be constructed and maintained in such a
manner as not to interfere with sewers, water pipes or any other property of the City, or with
any other pipes, wires, conduits, pedestals, structures or other facilities that may have been laid
in Rights -of -Way by, or under, the City's authority.
3.6.3 Grantee shall provide and use any equipment necessary to control and
carry Grantee's signals so as to prevent damage to the City's property or property belonging to
any Person. Grantee, at its own expense, shall repair, renew, change and improve its facilities
and equipment to keep them in good repair and in a safe and presentable condition.
3.6.4 Grantee's Cable System shall be located, erected and maintained so as not
to endanger the lives of Persons, or to unnecessarily hinder or obstruct the free use of Rights -of -
Way or other public property.
3.6.5 Grantee shall give reasonable notice to private property owners of
construction work in adjacent Rights -of -Way.
3.6.6 In the event that emergency repairs are necessary, Grantee shall notify the
City of the repairs made on the next business day. Grantee may initiate such emergency repairs
and shall apply for appropriate permits within two (2) business days after discovery of the
emergency, or as soon as reasonably practical.
3.7 One Call Notification. Prior to performing any work in the Rights -of -Way,
Grantee shall follow established procedures, including contacting the Utility Notification Center
in Washington and comply with all applicable State statutes. Grantee shall also comply with
generally applicable ordinances and permitting requirements before excavating in the Rights -of -
Way.
3.8 Rights -of -Way Vacation. If any Rights -of -Way or portion thereof used by
Grantee is vacated by the City during the Term of this Franchise, unless the City specifically
reserves to Grantee the right to continue the use of vacated Rights -of -Way, Grantee shall,
City of Edmonds — Comcast Cable Franchise Agreement
15
without delay or expense to the City, remove its facilities from such Rights -of -Way and restore,
repair or reconstruct the Rights -of -Way where such removal has occurred. In the event of
failure, neglect or refusal of Grantee to restore, repair or reconstruct such Rights -of -Way after
thirty (30) days written notice from the City, the City may do such work or cause it to be done,
and the reasonable cost thereof shall be paid by Grantee within thirty (30) days of receipt of an
invoice and documentation.
3.9 Standards. All work authorized and required hereunder shall be done in a safe,
thorough and workmanlike manner. Grantee must comply with all federal, State and local safety
requirements, rules, regulations, laws and practices, and deploy all necessary devices as required
by applicable law during construction, operation and repair of its Cable System. By way of
illustration and not limitation, Grantee must comply with the National Electrical Code, National
Electrical Safety Code and Occupational Safety and Health Administration (OSHA) Standards in
effect at the time of the work being performed.
3.9.1 Grantee shall ensure that all cable drops are properly bonded and
grounded at the home, consistent with applicable code requirements. All non -conforming or
non -performing cable drops shall be replaced by Grantee as necessary.
3.9.2 Grantee shall endeavor to maintain all equipment lines and facilities in an
orderly manner, including, but not limited to, the removal of all bundles of unused cable.
3.9.3 All installations of equipment, lines and facilities shall be installed in
accordance with good engineering practices and of sufficient height to comply with all federal,
State and local regulations, ordinances and laws.
3.9.4 Any opening or obstruction in the Rights -of -Way or other public places
made by Grantee in the course of its operations shall be guarded and protected by Grantee at all
times by the placement of adequate barriers, fences or boarding, the bounds of which, during
periods of dusk and darkness, shall be clearly marked and visible at night.
3.9.5 Grantee and the City agree that nothing in this Franchise shall give
Grantee the right to construct new poles without prior the City approval. Furthermore, nothing
contained in this Franchise gives Grantee a right of pole attachment to the City facilities or
facilities owned by third parties.
3.10 Stap_Work. On notice from the City that any work is being conducted contrary
to the provisions of this Franchise, or in an unsafe or dangerous manner as determined by the
City, or in violation of the terms of any applicable permit, laws, regulations, ordinances or
standards, the work may immediately be stopped by the City. The stop work order shall:
3.10.1 Be in writing;
3.10.2 Be given to the Person doing the work and be posted on the work site;
3.10.3 Be sent to Grantee by overnight delivery at the address given herein;
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16
3.10.4 Indicate the nature of the alleged violation or unsafe condition; and
3.10.5 Establish conditions under which work may be resumed.
Grantee shall comply immediately with any stop work order issued by the City.
3.11 Joint Trencbing/Borin. To the extent it is technically and economically
feasible, Grantee shall joint trench or share bores or cuts and work with other providers (such as,
but not limited to, telecommunications, gas and electric companies), licensees, permittees and
franchisees so as to reduce the number of Right -of -Way cuts within the City.
3.12 GIS Mapping. Upon thirty (30) days written request by the City, Grantee shall
provide a route map of those basic portions of the Cable System that are located within the
Public Right -of -Way in either a digital format or hard copy. The format of the data for
overlaying on the City's GIS mapping system shall utilize NAD 83 as the horizontal datum. The
data shall indicate overhead cables and underground cables.
3.13 Trimming of Trees and Shrubbery. Grantee shall have the authority to trim
trees or other natural growth interfering with, damaging, or restricting access to any of its Cable
System facilities in the Rights -of -Way. All such trimming shall be done at Grantee's sole cost
and expense. Grantee shall be responsible for any damage caused by such trimming and shall
make every attempt to trim such trees and shrubbery in a fashion that maintains their aesthetic
appeal. Grantee shall comply with all local laws and regulations with respect to trimming of
trees and shrubbery and with all generally applicable landscaping regulations. The Grantee shall
be responsible for all debris removal associated with any such activities under this Section 3.13.
3.15 Reservation of Ri hts-of-Wa . Nothing in this Franchise shall prevent the City
or public utilities from constructing any public work or improvement in the Public Rights -of -
Way. All such work shall be done insofar as reasonably practicable so as not to obstruct, injure
or prevent the use and operation of Grantee's Cable System.
3.16 Inspection of Facilities. Upon reasonable notice, the City may inspect any of
Grantee's Facilities or equipment within the Rights -of -Way and on other public property. If an
unsafe condition is found to exist, the City, in addition to taking any other action permitted under
applicable law, may order Grantee 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
inspect, repair and correct the unsafe condition if Grantee fails to do so, and to reasonably charge
Grantee therefor.
3.17 Private Property
3.17.1 Notice of Entry on Private Property. Except in emergency situations, at
least twenty-four (24) hours prior to entering private property to perform new plant construction
or reconstruction, a notice indicating the nature and location of the work to be performed shall be
physically posted upon the affected property. Grantee shall make a good faith effort to comply
with the property owner/resident's preferences, if any, on location or placement of underground
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17
installations within the easements allowing Grantee's presence (excluding aerial cable lines
utilizing existing poles and existing cable, power or phone paths), consistent with sound
engineering practices.
3.17.2 Restoration of Pro ertv. After performance of work, Grantee shall restore
private property as nearly as practicable to its condition prior to construction.
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SECTION 4. Service Obligations
4.1 General Service Obligation. Grantee shall make Cable Service available to
every residential dwelling unit within the Franchise Area where the minimum density is at least
thirty-two (32) Dwelling Units per strand mile in areas served by overhead facilities and sixty
(60) Dwelling Units per strand mile in areas served by underground facilities. Subject to this
density requirement, Grantee shall offer Cable Service at standard installation rates to all new
Dwelling Units or previously unserved Dwelling Units located within one hundred fifty (150)
aerial feet or sixty (60) underground trench feet of the Grantee's distribution cable. Grantee may
elect to provide Cable Service to areas not meeting the above density and distance standards.
Grantee may impose an additional charge in excess of its regular installation charge for any
service installation requiring a line extension or a drop in excess of the above standards. Any
such additional charge shall be the fully allocated cost of the installation that exceeds the
standards set forth above.
4.2 Cam limenta Cable Service. Historically, Grantee has provided
complimentary Cable Service to municipal buildings, fire stations, police stations, Schools and
libraries throughout the Franchise Area. The Cable Service described herein is a voluntary
initiative that Grantee agrees to continue throughout the Term of this Franchise. As part of
Grantee's voluntary initiative, Grantee will provide, upon request, without charge, for service or
installation, one outlet of Basic and Expanded Basic Service, or the substantive equivalent thereof,
including all necessary equipment to those buildings listed in Exhibits `B" and "C", and any
future sites that are owned or leased by the City for administrative purposes, fire and police
stations, Schools and libraries, provided that they are located within 150 aerial feet (a Standard
Installation) of its Cable System. Grantee shall not be required to provide complimentary Cable
Service to those buildings or portions of buildings that are not owned or leased by the City, that
are not occupied and used by and for governmental administrative or educational purposes (i.e.
utility offices, storage facilities, etc.) or where it would normally enter into a commercial
contract to provide Cable Service, such as a prison/jail or a golf course. In instances where the
City is leasing and occupying the building, the City shall be responsible for acquiring any
necessary right of entry agreement and paying any associated fees that may be required by the
building's owner. If the City wishes to discontinue its use of this service, it is responsible for the
return of any and all equipment to the Grantee. The City and/or its designees are responsible for
all Grantee's on premise equipment.
The Cable Service provided in accordance with this subsection may be distributed
beyond the originally installed outlet without authorization from Grantee. If additional outlets are
requested, the building owner and/or occupant shall be required to pay the usual installation fees
associated therewith; but no recurring monthly fees. To the extent that complimentary service is
provided, there shall be no offset against Franchise Fees for such service. Outlets of Cable
Service provided in accordance with this Section 4.2 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 consistent with Grantee's regular service practices.
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19
4.2.1 In the event that there is another wireline service provider (or providers)
providing Cable Service within the City, the decision of which service provider will provide the
complimentary service shall be decided on a case by case basis in an effort to maintain equitable
burdens on each provider.
4.2.2 The Cable Service provided herein, shall not be used for commercial
purposes, and the City shall take reasonable steps to limit display of non-EG in public areas. In
addition, the City shall take reasonable precautions to prevent any inappropriate use of the Cable
Service or the Cable System that could result in damage to the Cable System.
4.3 Obscenity. Grantee shall not transmit, or permit to be transmitted, over
any Channel subject to its editorial control any programming that is obscene under applicable
federal, State or local laws.
4.4 Services for the Disabled. Grantee shall comply with the Americans with
Disabilities Act and any amendments or successor legislation thereto.
4.5 ParentaI Control Device. Upon request by any Subscriber, Grantee shall make
available at no charge 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 Channels. Grantee shall inform its
Subscribers of the availability of the lockout device at the time of their initial subscription and
periodically thereafter.
4.6 No Discrimination. Neither Grantee nor any of its employees, agents,
representatives, contractors, subcontractors, or consultants, nor any other Person, shall
discriminate or permit discrimination between or among any Persons in the availability of Cable
Services provided in connection with the Cable System in the Franchise Area. It shall be the
right of all Persons to receive all available services provided on the Cable System so long as such
Person's financial, and other business obligations to Grantee are satisfied. Grantee shall not
however be required to continue service to a Subscriber who cannot meet their financial
obligations to Grantee or who is verbally or physically abusive, harassing, or threatening to
Grantee or any of its employees, agents, representatives, contractors, subcontractors, or
consultants. Nothing contained herein shall prohibit Grantee from offering bulk discounts,
promotional discounts, package discounts, or other such pricing strategies as part of its business
practice.
4.7 New Developments. The City shall provide Grantee with written notice of the
issuance of formal approvals for new subdivisions and/or planned developments within the
Franchise Area requiring underground installation and/or conversion of cable facilities as part of
the approval condition(s). The City agrees to require the developer, as a condition of issuing
land use and building permits, to give Grantee access to all open trenches for deployment of
cable facilities throughout the development and at least ten (10) business days written notice of
the date of availability of open trenches. The developer shall be responsible for the digging and
backfilling of all trenches. Grantee shall be responsible for engineering and deployment of labor
relative to its installation of cable facilities within the development.
City of Edmonds — Comcast Cable Franchise Agreement
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SECTION 5. hates, Fees, Charges and Deposits
5.1 Rate Regulation. All of Grantee's rates and charges related to Cable Services
shall be subject to regulation by the City to the full extent authorized by applicable federal, State
and local laws. Grantee shall notify both the City and its Customers of any changes to its rates in
conformance with federal law.
5.2 No Rate Discrimination. All rates and charges shall be published (in the form
of a publicly available rate card), and shall be nondiscriminatory for all Persons of similar
classes, under similar circumstances and conditions and without regard to neighborhood or
income. Nothing herein shall be construed to prohibit: The temporary reduction or waiving of
rates or charges in conjunction with valid promotional campaigns; The offering of reasonable
discounts to similarly situated Persons; The offering of bulk discounts for multiple Dwelling
Units.
5.3 Low Income Discount. Grantee has historically granted a 30% discount to
Subscribers who are low income and are aged 65 years or older or disabled to its Basic Cable
Service (provided they are not already receiving a package discount and provided further they
are the legal owner or lessee/tenant of the dwelling unit). Grantee, as a voluntary initiative, is
encouraged to continue to offer a discount to these individuals. For purposes of this discount,
Subscribers are considered low income if their combined disposable income from all sources
does not exceed the Housing and Urban Development Standards for the Seattle/Everett Area for
the current and preceding calendar year. As of the Effective Date of this Franchise, Grantee is
offering this low income discount as described herein.
5.4 Leased Access Channel Rates. Grantee shall offer Leased Access Channel
capacity on such terms and conditions and rates as may be negotiated with each lessee, subject to
the requirements of Section 612 of the Cable Act. Upon request, Grantee shall provide a
complete schedule of current rates and charges for any and all Leased Access Channels or
portions of such Channels.
5.5 Late Fees. For purposes of this subsection, any assessment, charge, cost, fee or
sum, however characterized, that Grantee imposes upon a Subscriber solely for late payment of a
bill is a late fee and shall be applied in accordance with State law.
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SECTION 6. Customer Service
6.1 Customer Service Standards. Customer Service requirements are set forth in
Exhibit A, which shall be binding unless amended by written consent of the parties.
6.2 Privacy Protection. Grantee shall comply with all applicable federal and State
privacy laws, including Section 631 of the Cable Act and regulations adopted pursuant thereto.
City of Edmonds — Comcast Cable Franchise Agreement
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SECTION 7. Oversight and Regulation
7.1 Franchise Fees. Grantee shall pay to the City a Franchise Fee in an amount
equal to five percent (5%) of Gross Revenues derived from the operation of the Cable System to
provide Cable Service in the Franchise Area ("Franchise Fee"). In accordance with Title VI of
the Cable Act, the twelve (12) month period applicable under the Franchise for the computation
of the Franchise Fee shall be a calendar year provided, however, that Grantee shall not be
compelled to pay any higher percentage of Franchise Fees than any other Cable Operator
providing Cable Service in the same portion of the Franchise Area. If during the Term of this
Franchise, the FCC, federal or State government, or the courts change the amount a City can
collect for Franchise Fees, then this Franchise shall be amended and such change shall be
imposed on all similarly situated Cable Operators operating in the same portion of the Franchise
Area. Franchise Fees are not a tax.
7.2 Payments. The payment of Franchise Fees shall be made on a quarterly basis
and shall be due forty-five (45) days after the close of each calendar quarter. Grantee shall be
allowed to submit or correct any payments that were inadvertently omitted, provided such
correction is made within ninety (90) days following the close of the calendar quarter for which
such payments were applicable, without incurring any interest expenses pursuant to Section 7.5.
At the City's option, if there are overpayments of Franchise Fees, the City may choose to either
refund any such overpayments to Grantee, or Grantee shall withhold future Franchise Fee
payments until such time as said overpayment is recovered. If the City chooses the option to
refund such overpayments, then no interest shall accrue on such overpayments provided the City
refunds the overpayments within sixty (60) days' notice from Grantee. Notwithstanding the
foregoing, the parties may agree on a different timeframe or terms of repayment.
7.3 Additional Compensation. In the event that Franchise Fees are prohibited by
any law or regulation, Grantee shall pay to the City that amount, if any, which is required in
accordance with applicable law.
7.4 Quarterly Reports. Each Franchise Fee payment shall be accompanied by a
report prepared by a representative of Grantee showing the basis for the computation of the
Franchise Fees paid during that period.
7.5 Interest Charge on Late Payments. Late payments for any Franchise Fees due
pursuant to this Section, EG Fees due pursuant to Section 11.7 and liquidated damages due
pursuant to Section 13.1.1 shall be subject to interest at the then -current rate set forth in RCW
19.52.020, which as of the date of execution of this Franchise is twelve percent (12%) per annum
from the date that such payment is due.
7.6 No Release. The City's acceptance of payment shall not be construed as an
agreement that the amount paid was correct, nor shall acceptance be construed as a release of any
claim which the City may have for additional sums due under this Franchise. The period of
limitation for recovery of Franchise Fees payable hereunder shall be six (6) years from the date
on which payment by Grantee was due.
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7.7 No Limitation on Taxing Authority. Nothing in this Franchise shall be
construed to limit any authority of the City to impose any tax, fee, or assessment of general
applicability. Nothing in this Franchise is intended to preclude Grantee from exercising any
right it may have to challenge the lawfulness of any tax, fee, or assessment imposed by the City
or any State or federal agency or authority, or intended to waive any rights the Grantee may have
under 47 U.S.C. § 542.
7.8 Additional Commitments Not Franchise Fees. No term or condition in this
Franchise shall in any way modify or affect Grantee's obligation to pay Franchise Fees.
Although the total sum of Franchise Fee payments and additional commitments set forth
elsewhere in this Franchise may total more than five (5%) of Grantee's Gross Revenues in any
12-month period, Grantee agrees that the additional commitments regarding EG funding and
Access Channels are excluded from the definition of Franchise Fees herein and are not Franchise
Fees, nor are they to be offset or credited against any Franchise Fee payments due to the City.
Additionally, complimentary Cable Service, as described in Section 4.2, shall not be offset
against Franchise Fees either, unless otherwise mutually agreed upon by Grantee and the City.
The City and Grantee agree that any utility tax, business and occupation tax or similar tax shall
be in addition to any Franchise Fees required herein and there shall be no offset against
Franchise Fees subject to applicable law. The Grantee shall notify the City prior to passing
through any franchise related costs to customers of its intent to pass through these costs. The
City may waive the franchise related requirement if, in the City's opinion, the increase in rates
would be a burden on the Subscribers.
7.9 Franchise Fee Audit.
7.9.1 Upon thirty (30) days prior written notice, but not more often than once
each calendar year, the City shall have the right to inspect Grantee's financial records necessary
to enforce the provisions of the Franchise and to calculate any amounts determined to be payable
pursuant to this Franchise. Provided Grantee cooperates in making all relevant records available
upon request, the City will in good faith attempt to complete each audit within six (6) months,
and the audit period shall not be any greater than the previous three (3) years, unless the City has
information relating to previous years beyond the three (3) years which, in its reasonable
judgment, raises doubt as to the accuracy of payments made under this or previous franchises, in
which case an additional three (3) years may be audited. If the audit shows that there has been an
underpayment of Franchise Fees by five percent (5%) or more in a calendar year, then Grantee shall
pay the cost of the audit, such amount not to exceed Fifteen Thousand Dollars ($15,000).
7.9.2 Upon the completion of any such audit by the City, the City shall provide
to Grantee a final report setting forth the City's findings in detail, including any and all
substantiating documentation. In the event of an alleged underpayment, Grantee shall have thirty
(30) days from the receipt of the report to provide the City with a written response agreeing to or
refuting the results of the audit, including any substantiating documentation. Based on these
reports and responses, the parties shall seek to agree upon a "Final Settled Amount." For
purposes of this Section, the term "Final Settled Amount(s)" shall mean the agreed upon
underpayment, if any, by Grantee to the City. If the parties cannot agree on a "Final Settled
City of Edmonds — Comcast Cable Franchise Agreement
24
Amount," either party may bring an action to have the disputed amount determined by a court of
law.
7.9.3 Any "Final Settled Amount(s)" due to the City as a result of such audit
shall be paid to the City by Grantee within sixty (60) days from the date the parties agree upon
the "Final Settled Amount." Once the parties agree upon a Final Settled Amount and such
amount is paid by Grantee, the City shall have no further rights to audit or challenge the payment
for that period. If it was found that there was an underpayment of Franchise Fees pursuant to
this Section, Grantee shall pay, in addition to the amount due, interest, calculated from the date
the underpayment was originally due until the date payment is made by Grantee.
7.9.4 In the event the "Final Settled Amount(s)" is an overpayment by Grantee,
the City shall either reimburse Grantee within sixty (60) days of the date the parties agree upon
the Final Settled Amount or, upon Grantee's approval, the City may choose to have Grantee
withhold future Franchise Fee payments until such time as said overpayment is recovered. If the
City fails to refund the overpayment to Grantee within sixty (60) days, then interest at the rate
specified in Section 7.5 shall accrue beginning on the sixty-first (61 st) day following the
determination of the Final Settled Amount.
7.10 Bundled Services. If Cable Services subject to the Franchise Fee required
under this Section 7 are provided to Subscribers in conjunction with Non Cable Services, the
Franchise Fee shall be applied only to the Gross Revenues of the Cable Services, as reflected on
the books and records of Grantee in accordance with GAAP. Grantee shall equitably allocate
charges for Cable/Non Cable Services so as not to unfairly diminish Franchise Fees to the City.
7.11 Maintenance of Books. Records, and Files.
7.11.1 Books and Records. Throughout the Term of this Franchise, Grantee
agrees that the City, upon not less than ten (10) days written notice to Grantee, may review
Grantee's books and records necessary to determine compliance with the terms of this Franchise.
The review of such books and records shall occur at Grantee's business office (unless a
substitute location is otherwise agreed upon), during normal business hours, and without
unreasonably interfering with Grantee's business operations. Such books and records shall also
include any records required to be kept in a public file by Grantee pursuant to the rules and
regulations of the FCC. All such documents pertaining to financial matters that may be the
subject of an inspection by the City shall be retained by Grantee for a minimum period of six (6)
years.
7.11.2 File for Public Insl2ection. Throughout the Term of this Franchise,
Grantee shall maintain a file available for public inspection which shall include all documents
required pursuant to the FCC's rules and regulations. The public inspection file shall be
maintained at Grantee's business office and will be available to the public during normal
business hours.
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7.11.3 Proprietary Information. Notwithstanding anything to the contrary set
forth in this Section, Grantee shall not be required to disclose information that it reasonably
deems to be proprietary or confidential in nature. The City agrees to keep confidential any
proprietary or confidential books or records to the extent permitted by law. Grantee shall be
responsible for clearly and conspicuously identifying the work as confidential or proprietary, and
shall provide upon request a brief written explanation as to why such information is confidential
and how it may be treated as such under state and federal law. Grantee shall not be required to
provide Subscriber information in violation of Section 631 of the Cable Act or any other
applicable federal or State privacy law. For purposes of this Section 7.11, the terms "proprietary
or confidential" include, but are not limited to, information relating to the Cable System design,
Customer lists, marketing plans, financial information unrelated to the calculation of Franchise
Fees or rates pursuant to FCC rules, or other information that is reasonably determined by
Grantee to be competitively sensitive. In the event that the City receives a public records request
under RCW 42.56 or similar law for the disclosure of information Grantee has designated as
confidential, trade secret or proprietary, the City shall promptly provide notice of such disclosure
so that Grantee can take appropriate steps to protect its interests. Nothing in the Section 7.11.3
prohibits the City from complying with RCW 42.56, or any other applicable law or court order
requiring the release of public records. Grantee shall reimburse the City for any fines or
penalties imposed on the City for failure to disclose such records.
7.11.4 Records Required. Upon written request, but no more frequently than
once a year, the City may request a report which may include any or all of the following,
depending on the needs of the City:
(A) Records of all written complaints received by Grantee for a
period of up to three (3) years. The term "complaint" as used
herein refers to escalated concerns about any aspect of the
Cable System or Grantee's cable operations;
(B) Records of outages for the previous year, indicating date,
duration, area, and the number of Subscribers affected, type of
outage, and cause;
(C) Records of service calls for repair and maintenance for the
previous year, indicating the date and time service was
required, the date of acknowledgment, the date and time
service was scheduled (if it was scheduled), and the date and
time service was provided, and (if different) the date and time
the problem was resolved;
(D) Records of installation/reconnection and requests for service
extension for the previous year, indicating the date of request,
date of acknowledgment, and the date and time service was
extended;
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(E) If specifically requested by the City:
The most recent annual report;
2. The number of Subscribers with Basic Service; and
3. Such other reports with respect to its local operation as are
necessary to monitor compliance with this Franchise.
7.12 Performance Evaluations. Upon written notification, the City may hold
performance evaluation sessions no more than once every twelve months to ensure proper
performance of the provisions of this Franchise.
7.12.1 All evaluation sessions shall be open to the public.
7.12.2 Topics which may be discussed at any evaluation session include,
but are not limited to, Subscriber figures for each classification of service, construction issues,
Cable Service rate structures, Franchise Fee payments, liquidated damages, free or discounted
Cable Service, application of new technologies, Cable System performance, Cable Services
currently provided and programming offered, future plans of Grantee for new services or
programs, Subscriber Complaints, privacy, modifications to this Franchise, judicial and FCC
rulings, line extension policies and the City's or Grantee's rules; provided that nothing in this
subsection shall be construed as requiring the renegotiation of this Franchise.
7.12.3 During evaluations under this Section 7.12, Grantee shall fully
cooperate with the City and shall provide such information and documents as the City may
reasonably require to perform the evaluation.
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SECTION 8. Transfer or Renewal of Franchise
8.1 Franchise Transfer. Subject to Section 617 of the Cable Act, 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 (hereinafter "Transfer of the Franchise") without the prior written consent of the City,
which consent shall not be unreasonably withheld.
8.1.1 Grantee shall promptly notify the City of any actual or proposed change
in, or transfer of, or acquisition by any other party in Control of Grantee. The word "Control" as
used herein is not limited to majority stock ownership but includes actual working Control in
whatever manner exercised. Every change, transfer or acquisition of Control of Grantee, except
as noted in Section 8.1.7, shall make this Franchise subject to cancellation unless and until the
City shall have consented thereto which consent shall not be unreasonably withheld.
8.1.2 The parties to the Transfer of the Franchise or change of Control shall
make a written request to the City for its approval of the Transfer of the Franchise or change of
Control (a "Transfer Application") and shall furnish all information required by law. In
reviewing a Transfer Application, the City may inquire into any matter reasonably related to the
ability and willingness of the prospective transferee or controlling party to perform, in
accordance with 47 CFR § 76.502. To the extent required by applicable law, Grantee shall
reimburse the City for its expenses related to the review and action upon the Transfer
Application.
8.1.3 In seeking the City's consent to a Transfer Application, the proposed
transferee or controlling party shall indicate whether, as applicable, it:
(A) Has ever been convicted or held liable for acts involving deceit
including any violation of federal, State or local law, or is
currently under an indictment, investigation or complaint
charging such acts;
(B) Has ever had a judgment in an action for fraud, deceit, or
misrepresentation entered against it by any court of competent
jurisdiction;
(C) Has pending any material legal claim, lawsuit, or
administrative proceeding arising out of or involving a Cable
System;
(D) Is financially solvent, by submitting financial data, including
financial information as required by FCC Form 394; and
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(E) Has the legal, financial and technical capability to enable it to
maintain and operate the Cable System for the remaining Term
of the Franchise.
8.1.4 In reviewing a Transfer Application, 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 Transfer of the
Franchise or change of Control upon such terms and conditions as it deems reasonably
appropriate and as are consistent with federal law; provided, however, that any such terms and
conditions so attached shall be related to the legal, technical and financial qualifications of the
prospective controlling party or transferee. Additionally, such Person shall effect changes as
promptly as practicable in the operation of the Cable System, if any changes are necessary to
cure any violations or defaults presently in effect or ongoing.
8.1.5 The City shall act by ordinance or resolution on the request within one
hundred twenty (120) days of the request, provided it has received all information required by
law, such as a completed FCC Form 394. 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.
8.1.6 Within sixty (60) days of closing of any Transfer of the Franchise or
change of Control, if approved or deemed granted by the City, Grantee shall file with the City a
copy of the deed(s), agreement(s), lease(s) or other written instrument(s) evidencing such
Transfer of the Franchise or change of Control, certified and sworn to as correct by Grantee and
the transferee or new controlling entity. In the case of a Transfer of the Franchise or change of
Control, the transferee or the new controlling entity shall upon request by the City file its written
acceptance agreeing to be bound by all of the provisions of this Franchise, subject to applicable
law.
8.1.7 Notwithstanding anything to the contrary in this Section 8.1, the prior
approval of the City shall not be required for any sale, assignment or transfer of the Franchise or
Cable System to an Affiliate; provided that the proposed assignee or transferee agrees in writing
to comply with all of the provisions of the Franchise, subject to applicable law. Further, Grantee
may pledge the assets of the Cable System for the purpose of financing without the consent of
the City; provided that such pledge of assets shall not impair or mitigate Grantee's
responsibilities and capabilities to meet all of its obligations under the provisions of this
Franchise. In the event of a change in Control, the Grantee will continue to be bound by all
provisions of the Franchise.
8.1.8 The consent or approval of the City to any Transfer of the Franchise or
change in Control shall not constitute a waiver or release of any rights of the City.
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8.2 Renewal of Franchise.
8.2.1 The City and Grantee agree that any proceedings undertaken relative to
the renewal of this Franchise shall be governed by and comply with the provisions of Section
626 of the Cable Act.
8.2.2 In addition to the procedures set forth in Section 626 of the Cable Act, the
City shall notify Grantee of its assessments regarding the identity of future cable -related
community needs and interests, as well as the past performance of Grantee under the current
Franchise Term. The City further agrees that such assessments shall be provided to Grantee
promptly so that Grantee has adequate time to submit a proposal under Section 626 of the Cable
Act.
8.2.3 Notwithstanding anything to the contrary, Grantee and the City further
agree that at any time during the Term of the current Franchise, while affording the public
appropriate notice and opportunity to comment, the City and Grantee may agree to undertake and
finalize informal negotiations regarding renewal of the Franchise and the City may grant a
renewal thereof.
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SECTION 9. Insurance and Indemnity
9.1 Insurance Requirements.
9.1.1 General Re uirement. Grantee shall maintain in full force and effect at its
own cost and expense each of the following policies of insurance:
A. Commercial General Liability coverage for bodily injury,
personal injury, and property damage with limits of no less
than two million dollars ($2,000,000) per occurrence.
B. Commercial Automobile Liability Insurance with minimum
combined single limits of at least two million dollars
($2,000,000) per occurrence.
C. Employer's Liability with limits of at least one million dollars
($1,000,000).
D Umbrella/Excess Liability Coverage in the amount of five
million dollars ($5,000,000).
E Workers' Compensation insurance shall be maintained during
the Term of this Franchise to comply with State law.
9.1.2 Additional Insured. The City shall be included as an additional insured
under each of the insurance policies required in this Section except Workers' Compensation and
Employer's Liability Insurance. Except for Workers' Compensation and Employer's Liability
Insurance, all insurance policies required hereunder shall provide or be endorsed so that the City
is covered as, and have the rights of, an additional insured with respect to liability arising out of
activities performed by, or on behalf of, Grantee under this Franchise or applicable law, or in the
construction, operation, upgrade, maintenance, repair, replacement or ownership of the Cable
System. Grantee shall provide to the City either (1) a true copy of an endorsement covering the
City as an Additional Insured for each insurance policy required in this Section and providing
that such insurance shall apply as primary insurance on behalf of such Additional Insureds or (2)
a true copy of the blanket additional insured clause from the policies. Receipt by the City of any
certificate showing less coverage than required is not a waiver of Grantee's obligations to fulfill
the requirements. Grantee's insurance coverage shall be primary insurance with respect to the
City. Any insurance or self-insurance maintained by the Additional Insureds shall be in excess
of Grantee's insurance and shall not contribute to it. 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.
9.1.3 Covera e. Each policy shall provide that the insurance shall not be
canceled or terminated so as to be out of compliance with these requirements without forty-five
(45) days written notice first provided to the City via mail, and ten (10) days' notice for
nonpayment of any premium.
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If the insurance is canceled or terminated so as to be out of compliance with the requirements of
this Franchise, Grantee shall provide a replacement policy. Grantee agrees to maintain
continuous uninterrupted insurance coverage, in at least the amounts required, until all work
required to be performed under the terms of this Franchise is satisfactorily completed and, in the
case of Commercial General Liability Insurance, for at least one (1) year after expiration of this
Franchise. Any failure of Grantee to comply with the claim reporting provisions of the
policy(ies) or any breach of an insurance policy warranty shall not affect coverage afforded
under the policy to protect the City. However, if coverage is not afforded under these
circumstances, Grantee will indemnify the City for losses the City otherwise would have been
covered for as an additional insured.
9.2 Alternative Insurance. Grantee shall not cancel any required insurance policy
without obtaining alternative insurance in conformance with this Franchise. Each of the required
insurance policies shall be with sureties qualified to do business in the State of Washington with
an A- or better rating for financial condition and financial performance by Best Key Rating
Guide, Property/Casualty Edition.
9.3 Verification of Coverage. In addition to the other requirements of this Section,
Grantee shall furnish the City with certificates of insurance reflecting at least the minimum
coverage and policy limits required hereunder. The certificates for each insurance policy are to
be on standard forms or such forms as are consistent with standard industry practices, and are to
be received by the City within forty-five (45) days of the time of acceptance of this Franchise by
Grantee with existing insurance coverage to be maintained by Grantee until that date. Grantee
hereby warrants that its insurance policies satisfy the requirements of this Franchise.
9.4 Indemnification.
9.4.1 Indemnity. Grantee agrees to indemnify, save and hold harmless, and
defend the City, its elected officials, officers, authorized agents, boards and employees, acting in
official capacity, from and against any liability, damages or claims, costs, expenses, settlements
or judgments arising out of, or resulting from the granting of this Franchise or Grantee's
activities, any casualty or accident to Person or property that occurs as a result of any
construction, excavation, operation, maintenance, reconstruction or any other act or omission
done pursuant to the terms of this Franchise, provided that the City shall give Grantee timely
written notice of its obligation to indemnify the City. Notwithstanding the foregoing, Grantee
shall not indemnify the City to the extent that any damages, liability or claims resulting from the
willful misconduct, concurrent negligence of the City, its officers, authorized agents, or
employees, attorneys, consultants, or independent contractors for which the City is legally
responsible, or for any activity or function conducted by any Person other than Grantee in
connection with EG Access or EAS.
9.4.2 Defense of Claims. With respect to Grantee's indemnity obligations set
forth in this Section 9.4, Grantee shall provide the defense of any claims or actions brought
against the City. Nothing herein shall be deemed to prevent the City from cooperating with
Grantee and participating in the defense of any litigation by its own counsel at its own cost and
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expense; provided, however, that after consultation with the City, Grantee shall have the right to
defend, settle or compromise any claim or action arising hereunder, and Grantee shall have the
authority to decide the appropriateness and the amount of any such settlement. In the event that
the terms of any such proposed settlement includes the release of the City, and the third party is
willing to accept the settlement, but the City does not consent to the terms of any such settlement
or compromise, Grantee shall not settle the claim or action, but its obligation to indemnify the
City shall in no event exceed the amount of such settlement.
9.4.3 Separate Representation. If separate representation to fully protect the
interests of both parties is necessary, such as a conflict of interest between the City and the
counsel selected by Grantee to represent the City, Grantee shall pay reasonable attorneys' fees
and expenses incurred by the City in defending itself with regard to any action, suit or
proceeding indemnified by Grantee. The City's fees and expenses shall include all out-of-pocket
expenses, such as consultants and expert witness fees, and shall also include the reasonable value
of any services rendered by the City Attorney/Prosecuting Attorney's Office 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 the City by Grantee.
9.4.4 Indemnification for Relocation. Subject to applicable law, Grantee shall
indemnify the City, its elected officials, officers, authorized agents, boards and employees for
any damages, claims, additional costs or expenses assessed against, or payable by, the City
related to, arising out of, or resulting from the failure of Grantee or Grantee's agents' to remove,
adjust or relocate any of its facilities in the Rights -of -Way in a timely manner in accordance with
any relocation required by the City.
9.4.5 Duty of Defense. 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 Section 9.4.
9.4.6 Indemnification of Grantee. To the extent permitted by law, the City shall
indemnify, defend and hold harmless Grantee for claims arising out of the City's use of the EG
Access Channels and/or the Emergency Alert System.
9.4.7 Grantee's Further Responsibilities. Grantee shall indemnify and hold
harmless the City from any workers' compensation claims to which Grantee may become subject
during the Term of this Franchise. It is further specifically and expressly understood that, solely
to the extent required to enforce the indemnification provided per this Franchise, Grantee waives
its immunity under RCW Title 51; provided, however, the foregoing waiver shall not in any way
preclude Grantee from raising such immunity as a defense against any claim brought against
Grantee by any of its employees or other third party. This waiver has been mutually negotiated
by the parties.
9.5 Security. Grantee shall provide a performance bond, in a form acceptable to
the City, in the amount of Two Hundred Fifty thousand dollars ($250,000.00) (the "Security") to
ensure the faithful performance of its responsibilities under this Franchise and applicable law.
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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. Except as expressly
provided herein or as otherwise specified in the City's construction permitting requirements, the
Grantee shall not be required to obtain or maintain other security as a condition of being awarded
the Franchise. Grantee shall not cancel the performance bond without obtaining an alternative
performance bond or letter of credit in conformance with this Franchise.
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SECTION 10. Svstem Description and Svstem. Facilities
10.1 System Description. 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.
10.2 Technological Improvements. Throughout the Term of this Franchise, Grantee
shall provide additional Cable System facilities and equipment, expand Cable System Channel
capacity and otherwise upgrade or rebuild its Cable System as required to incorporate
improvements in technology as necessary to reasonably meet the needs and interests of the
community, in light of the cost thereof.
10.3 Technical Requirement. Grantee shall operate, maintain and construct the
Cable System so as to continue the provision of high quality signals and reliable delivery of
Cable Services. The Cable System shall meet or exceed any and all technical performance
standards of the FCC as published in subpart K of 47 C.F.R. §76, the National Electrical Safety
Code, the National Electrical Code and any other applicable federal law and the laws of the State
of Washington as amended (the "Technical Requirements").
10.4 Cable System Performance Testing. Grantee shall perform all tests on its
Cable System as required by the FCC (including at least one (1) test point located within the
City) and shall maintain written records of its test results. Copies of such test results will be
provided to the City upon request. Upon request, Grantee shall notify the City prior to any
required technical proof of performance testing and, the City may witness such testing. If the
Cable System fails to meet any portion of a proof of performance test, Grantee shall promptly
take such measures as are necessary to correct any performance deficiencies identified as part of
the technical testing. Sites shall be re -tested within five (5) days following correction until
correction has been confirmed and satisfactory results are obtained.
10.5 Additional Tests. Where there exists a pattern of poor technical performance
or signal quality, the City may upon thirty (30) days prior written notice, require Grantee to
conduct performance testing on other test points located within the City. 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 such testing. This report shall include the following
information:
tests;
10.5.1 The nature of the complaint or problem which precipitated the special
10.5.2 The Cable System component tested;
10.5.3 The equipment used and procedures employed in testing;
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10.5.4 The method, if any, in which such complaint or problem was resolved; and
10.5.5 Any other information pertinent to said tests and analysis which may be
required.
10.6 Standby Power. Grantee shall provide standby power generating capacity at
the Cable System Headend capable of providing at least twelve (12) hours of emergency
operation. Grantee shall maintain standby power supplies that supply back-up power for at least
two (2) hours duration throughout the distribution networks and four (4) hours duration at all
nodes and hubs.
10.7 Emeroncy Alert System. The Grantee shall provide an operating Emergency
Alert System in accordance with the provisions of State and federal laws, including FCC
regulations.
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SECTION 11. FducationaI and Governmental Access
11.1 Access Channels. In order to meet the demonstrated community need for
Access Channels and programming, Grantee shall make available in the City a total of five (5)
channels of regional Public, Educational and Government Access programming. As of the
effective date of this Franchise, the Grantee shall also provide two (2) City Access Channels
(Channels 21 and 26 to Subscribers within the Franchise Area. Channel 21 is a Government
Access Channel being programmed by the City and Channel 26 is the City educational Channel
currently being programmed by Edmonds Community College. Both parties acknowledge that
the five (5) other government and educational channels currently available for viewing in the
City are being programmed with programming from regional programmers from outside of the
City. Channel 23 is a government programming channel, receiving a feed from the state of
Washington (TV Washington). Channel 27 is an educational channel, receiving a feed from the
University of Washington (UWTV). Channel 28 is an educational channel, receiving a feed
from Bellevue Community College. Channel 76 is an educational channel receiving a
programming feed from the University of Washington (UWTV2). Channel 77 is a Seattle Public
Access Channel, receiving a feed from Seattle Community Media. Grantee agrees that it will
continue making these five (5) regional access channels available to Subscribers within the
Franchise Area throughout the term of, this Franchise so long as those channels are available for
regional distribution.
Nothing in this Franchise prevents the City from collaborating with another neighboring
community(s), serviced by the Grantee, to facilitate the City's needs for Access programming. The
Channel(s) shall be made available at no extra charge to Subscribers on Grantee's Basic Service
Tier (the lowest tier of service).
11.2 Change in Cable 5 stem Technology. In the event Grantee makes any change
in the Cable System technology, which affects the signal quality or transmission of any Access
Channel programming, Grantee shall take all necessary technical steps to ensure the delivery of
Access programming is not diminished or adversely affected.
11.3 Triggers for Additional Access Channel. The City may require Grantee to
make available one (1) additional activated Downstream Channel, up to a maximum of three (3)
channels (excluding the five (5) regional access channels), when any of the City Access
Channels required by Section 11.1 are used for Locally Scheduled Original Programming at least
forty-eight (48) hours per week between 10:00 A.M. and 10:00 P.M., Monday through Friday
during any consecutive ten (10) week period ("Threshold Requirement"). The initial showing
and first repeat shall count towards the Threshold Requirement. To meet the Threshold
Requirement the City must produce distinct Locally Scheduled Original Programming.
Programming from either of the Access Channels cannot be included in the calculation of the
Threshold Requirement.
11.4 Management and Control of Access Channels. Grantee does not have any
editorial control over the Access Channel programming. The City may authorize Designated
Access Providers to control, operate, and manage the use of any and all Access facilities
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provided by Grantee under this Franchise, including, without limitation, the operation of the
Access Channels. The City or its designee may formulate rules for the operation of the Access
Channels. Nothing herein shall prohibit the City from authorizing itself to be a Designated
Access Provider. Grantee shall cooperate with the City and Designated Access Providers in the
use of the Cable System for the provision of Access Channels.
11.5 Underutilized Access Channels. Grantee and the City agree that it is their
mutual goal to fully and efficiently use the Channel capacity of the Cable System, which may
include Grantee's use of underutilized Access Channels. If Grantee believes that any Access
Channel is underutilized, it may file a request with the City to use that Access Channel. The City
shall in its sole discretion render a decision regarding the matter within sixty (60) days of
receiving the request. Should the City find that the Access Channel may be used by Grantee,
then Grantee may begin using such Channel ninety (90) days after receipt of the decision. If the
City or a Designated Access Provider wants to begin using the Channel again, then upon ninety
(90) days written notice from the City, Grantee shall discontinue using the Access Channel.
11.6 Access Channel Location. Grantee will use reasonable efforts to minimize the
movement of Access Channel assignments and shall locate the access channels in close
proximity to other basic service tier channels. Grantee shall provide to the City a minimum of
sixty (60) days notice, and use its best efforts to provide ninety (90) day's notice, prior to any
relocation of its Access Channels, unless the change is required by federal law, in which case
Grantee shall give the CITY the maximum notice possible. In the event of Access Channel
relocation, Grantee shall provide notice to Subscribers in the same manner as notice is provided
for any other Channel relocation.
11.7 Support for Access. In an effort to meet the demonstrated community need for
Access programming, Grantee shall collect from Subscribers and remit to the City an EG Fee
that may be used for lawful Access expenditures.
11.7.1 Upon forty-five (45) days from the Effective Date hereof, Grantee shall
collect from Subscribers an amount of thirty-five cents ($0.35) per Subscriber per month ("EG
Fee"). That amount may be lowered or waived by the City at any time. Grantee shall remit the
EG Fee at the same time as quarterly Franchise Fee payments.
11.7.2 Grantee shall not be responsible for paying the EG Fees with respect to
gratis or Bad Debt accounts. The City can inquire as to the status of any such accounts, and
Grantee agrees to meet with the City, upon request, to discuss such matters as necessary.
11.7.3 The City shall have the discretion to allocate the EG Fees in accordance
with applicable law. EG contributions shall be used by the City in lawful support of Access
programming. To the extent the City makes Access EG investments using City funds prior to
receiving the EG Fee or EG contribution funds, the City is entitled to apply the subsequent EG
contribution payments from Grantee toward such City EG investments. Upon the Grantee's
written request, the City shall submit a report annually on the use of the City specific EG Fee.
The City shall submit a report to the Grantee within one hundred twenty (120) days of a written
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38
request. The Grantee may review the records of the City regarding the use of the EG Fee. The
City and Grantee agree that any EG Contribution shall be referred to on Subscriber bills as an
"EG fee" or language substantially similar thereto.
11.7.4 The EG Fees provided for in this Section shall not be offset or credited
against any Franchise Fee payments.
11.8 Return Connectivity.
11.8.1 Prior to the commencement of this Franchise, Grantee constructed and has
maintained or will construct and maintain a fiber optic return line from the City's EG origination
site to its headend. Upon written request of the City, Grantee may construct and maintain
additional EG origination sites at other locations within the Franchise Area, for the purpose of
delivering Access programming. All costs for fiber optic connectivity to additional EG
origination sites shall be paid by the City in advance of construction. All requests for
construction of additional EG origination sites must be made one year prior to when construction
would occur. Grantee may require that a reasonable deposit of the estimated project cost be paid
in advance.
11.8.2 Upon completion of the requested work by the City and upon submission
by Grantee of a proper invoice for payment of the cost incurred, the City shall pay Grantee
within thirty(30) days of receipt. All work shall be performed in a cost-effective manner to
minimize the costs to the City.
11.9 Interconnection with Edmonds Community College For purpose of providing
educational programming to the City as programming for the City Educational channel the
interconnection with Edmonds Community College, which is located in Lynnwood WA, shall be
maintained for the term of the Franchise at no additional cost to the City.
11.9.1 Interconnection with Other Cities. Grantee shall within six (6) months
of written notice from the City interconnect the Access Channels of the Cable System with any
other geographically adjacent Cable System not owned or operated by Grantee upon the directive
of the City and approval of the Grantee and owner of the other Cable System for purposes of
transmitting EG programming. Interconnections under this subsection shall be located at the
City's EG origination site or at another location mutually agreed upon by the City and Grantee.
City of Edmonds — Comcast Cable Franchise Agreement
39
SECTION 12. Enforcement of Franchise
12.1 Notice of Violation or Default. In the event the City believes that Grantee has
not complied with a tern or provision of the Franchise, the City shall reasonably endeavor to
informally discuss the matter with Grantee. If these discussions do not lead to resolution of the
problem within a reasonable time frame, the City shall then notify Grantee in writing of the exact
nature of the alleged noncompliance (the "Noncompliance Notice").
12.2 Grantee's Right to Cure or Respond. Grantee shall have thirty (30) days from
the receipt of the City's Noncompliance Notice: (A) to respond to the City, contesting the
assertion of the alleged noncompliance or default; (B) to cure such default; or (C) in the event
that, by nature of the default, such default cannot be cured within the thirty (30) day period,
initiate reasonable steps to remedy such default and notify the -City of the steps being taken and
the projected date that they will be completed.
12.3 Meeting. In the event Grantee fails to respond to the City's Noncompliance
Notice or that the alleged default is not remedied within thirty (30) days or the date projected by
Grantee (provided such projection is also acceptable to the City), the City shall set a meeting to
investigate said issues and the existence of the alleged default. The City shall notify the Grantee
of the meeting in writing and such meeting shall take place no less than thirty (30) days after
Grantee's receipt of the meeting notice. At the meeting the Grantee shall be provided an
opportunity to be heard and to present evidence in its defense. The Grantee may request the
attendance of the Mayor, or his/her designee, at this meeting.
12.4 Options Following Meeting. If, after the meeting, the City determines that a
default exists, Grantee and the City may agree on a plan and schedule to cure the default. Absent
such agreement, the City shall order Grantee to correct or remedy the default or breach within
such reasonable timeframe as the City shall determine. In the event Grantee does not cure the
default within such time to the City's reasonable satisfaction, the City may:
12.4.1 Pursue the revocation of this Franchise pursuant to the procedures in
Section 13 in the event of a material breach of this Franchise; or
12.4.2 Pursue any other legal or equitable remedy available under this Franchise
or any applicable law.
City of Edmonds — Comcast Cable Franchise Agreement
40
SECTION 13. Litluidatcd Damap_es
13.1 Li uidated Damages. The City and Grantee recognize the delays, expense and
unique difficulties involved in proving in a legal proceeding the actual loss suffered by the City
as a result of Grantee's breach of certain provisions of this Franchise. Accordingly, instead of
requiring such proof, the City and Grantee agree that Grantee shall pay to the City, the sums set
forth below for each day or part thereof that Grantee shall be in breach of specific provisions of
this Franchise. Such amounts are agreed to by both parties as a reasonable estimate of the actual
damages the City would suffer in the event of Grantee's breach of such provisions of this
Franchise.
13.1.1 Subject to the provision of written notice to Grantee and a thirty (30) day
right to cure period, the City may assess against Grantee liquidated damages as follows: one
hundred dollars ($100.00) per day for failure to provide the Access Channel(s); one hundred fifty
dollars ($150.00) per day for each material violation of the Customer Service Standards; fifty
dollars ($50.00) per day for failure to provide reports or notices as required by this Franchise;
and up to two hundred fifty dollars ($250.00) per day for any other material breaches of the
Franchise.
13.1.2 The City shall provide Grantee a reasonable extension of the thirty (30)
day right to cure period described in Section 13.1.1 if Grantee has commenced work on curing
the violation, is diligently and continuously pursuing the cure to completion and requested such
an extension, provided that any such cure is completed within one hundred and twenty (120)
days from the written notice of default.
13.1.3 Liquidated damages may be assessed for no more than seventy-five (75)
calendar days for any individual incident.
13.1.4 In the event Grantee fails to cure within the specified cure period, or any
agreed upon extensions thereof, liquidated damages accrue from the date the City notifies
Grantee that there has been a violation.
13.2 Recovery of Amounts. The recovery of amounts under Section 9.5 and 13.1.1
shall not be construed as a limit on the liability of Grantee under the Franchise or an excuse of
unfaithful performance of any obligation of Grantee. Similarly, the imposition of liquidated
damages are not intended to be punitive, but rather, for the City cost recovery purposes.
13.3 Cumulative Rights. Subject to applicable law, all rights and remedies given to
the City by this Franchise or retained by the City herein shall be in addition to and cumulative
with any and all other rights and remedies, existing or implied, now or hereafter available to the
City, at law or in equity, and such rights and remedies shall not be exclusive, but each and every
right and remedy specifically given by this Franchise or otherwise existing or given may be
exercised from time to time and as often and in such order as may be deemed expedient by the
City and the exercise of one or more rights or remedies shall not be deemed a waiver of the right
to exercise at the same time or thereafter any other right or remedy.
City of Edmonds — Comcast Cable Franchise Agreement
41
SECTION 14. Termination of Franchise
14.1 Revocation. This Franchise may be revoked and all rights and privileges
rescinded if -
14.1.1 There is an uncured violation of any material obligation under this
Franchise;
14.1.2 Grantee attempts to evade any material provision of this Franchise or to
practice any fraud or deceit upon the City or Subscribers;
this Franchise;
14.1.3 Grantee makes a material misrepresentation of fact in the negotiation of
14.1.4 There is a foreclosure or involuntary sale of the Cable System;
14.1.5 Grantee willfully fails to provide services as specified in this Franchise;
14.1.6 Grantee becomes insolvent or if there is an assignment for the benefit of
Grantee's creditors; or
14.1.7 There is a pattern or practice of material violation of any requirement of
this Franchise.
14.2 Grantee Without Fault. Notwithstanding Section 14.1, none of the foregoing
shall constitute a material violation or breach if Grantee is without fault or if the violation or
breach occurs as a result of circumstances beyond Grantee's reasonable control. Grantee shall
bear the burden of proof in establishing the existence of such circumstances.
14.3 Revocation Notice. Should the City seek to revoke this Franchise after
following the procedures set forth in this Section 14, the City shall give written notice to Grantee
of such intent to revoke this Franchise. This notice of intent to revoke ("Revocation Notice") is
in addition to the Noncompliance Notice pursuant to Section 12.1. The Revocation Notice shall
set forth the specific nature of the noncompliance. Grantee shall have thirty (30) days from
receipt of such Revocation Notice to object in writing and to state its reasons for such objection.
In the event the City has not received a satisfactory response from Grantee, it may then seek
revocation of the Franchise at a public hearing before the City Council or City Council appointed
Hearing Examiner (the "Revocation Hearing"). The City shall cause to be served upon Grantee
at least thirty (30) days prior to the Revocation Hearing a written notice specifying the time and
place of such hearing and stating its intent to revoke the Franchise.
14.4 Revocation Hearin . At the Revocation Hearing, Grantee shall be provided a
fair opportunity for full participation, including the right to be represented by legal counsel, to
introduce relevant evidence, to require the production of evidence, to compel the testimony of
Persons as permitted by law, and to question and/or cross examine witnesses. The public hearing
City of Edmonds — Comcast Cable Franchise Agreement
42
shall be on the record and a written transcript shall be made available to Grantee within ten (10)
business days.
14.5 Findings and Conclusions. Following the Revocation Hearing, the City
Council shall determine (i) whether an event of default has occurred; (ii) whether such event of
default is excusable; and (iii) whether such event or default has been cured or will be cured by
Grantee. The City shall also determine whether to revoke the Franchise based on the information
presented or, where applicable, grant additional time to Grantee to effect any cure. If the City
determines that the Franchise shall be revoked, the City shall promptly provide Grantee with a
written decision setting forth its reasoning.
14.6 Appeal. Grantee may appeal the determination of the City made pursuant to
Section 14.5 to an appropriate court. Grantee shall be entitled to such relief as the court finds
appropriate. Such appeal must be taken within thirty (30) days of Grantee's receipt of the
determination of the City. If the Grantee appeals a decision to revoke the franchise, such
revocation may be held in abeyance pending judicial review by a court of competent jurisdiction;
provided that the Grantee is otherwise in compliance with the Franchise, including but not
limited to continuing to pay Franchise Fees in accordance with Section 7.1.
14.7 Enforcement in Lieu of Revocation. The City may, at its sole discretion, take
any lawful action which it deems appropriate to enforce the City's rights under the Franchise in
lieu of revocation of the Franchise.
14.8 Technical Violation. The City agrees that it is not its intention to subject
Grantee to penalties, fines, forfeitures or revocation of the Franchise for so-called "technical"
breach(es) or violation(s) of the Franchise, which shall include, but not be limited, to the
following:
14.8.1 Instances or matters where a violation or a breach of the Franchise by
Grantee was good faith error that resulted in no or minimal negative impact on the Subscribers
within the Franchise Area or on the City; or
14.8.2 Where there existed circumstances reasonably beyond the control of
Grantee and which precipitated a violation by Grantee of the Franchise, or which were deemed to
have prevented Grantee from complying with a term or condition of the Franchise.
City of Edmonds — Comcast Cable Franchise Agreement
43
SECTION 15. Miscellaneous Provisions
15.1 Authority and Changes in the Law. The City shall be vested with the power
and right to administer and enforce the requirements of this Franchise and the regulations and
requirements of applicable law, including the Cable Act, or to delegate that power and right, or
any part thereof, to the extent permitted under law, to any agent in the sole discretion of the City.
Grantee and the City shall be entitled to all rights and be bound by all changes in local, State and
federal law that occur subsequent to the Effective Date of this Franchise. Grantee and the City
acknowledge that their rights and obligations under this Franchise are explicitly subject to all
such changes.
15.2 Actions of Parties. In any action by the City or Grantee that is mandated or
permitted under the terms hereof, such party shall act in a reasonable, expeditious, and timely
manner. Furthermore, in any instance where approval or consent is required under the terms
hereof, such approval or consent shall not be unreasonably withheld, delayed or conditioned.
15.3 Amendments. Amendments to this Franchise shall be mutually agreed upon, in
writing by the parties.
15.4 Application Fee. Grantee shall pay the City a reasonable Application Renewal
Fee of Ten Thousand dollars ($10,000) (the "Application Fee") which may be used for any
lawful purpose. The Application Fee shall be payable within sixty (60) days of the Effective
Date of this Franchise. Grantee may recover or offset this amount through future franchise fees,
in accordance with federal law.
15.5 Attorneys' Fees. If any action or suit arises in connection with this Franchise
(excluding Franchise renewal proceedings), the substantially prevailing party shall be entitled to
recover all of its reasonable attorneys' fees, costs and expenses in connection therewith along
with such other relief that the court deems proper.
15.6 Binding Acceptance. This Franchise shall bind and benefit the parties hereto
and their respective successors and assigns.
15.7 Captions. The captions and headings of Sections throughout this Franchise are
intended solely to facilitate reading and reference to the sections and provisions of this
Franchise. Such captions shall not affect the meaning or interpretation of this Franchise.
15.8 Costs to be Borne by Grantee. Grantee shall pay all costs of publication of this
Franchise and any and all notices prior to any public meeting or hearing in connection with this
Franchise.
15.9 Counterparts. This Franchise may be executed in several counterparts, each of
which when so executed shall be deemed to be an original copy, and all of which together shall
constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not
have signed the same counterpart.
City of Edmonds — Comcast Cable Franchise Agreement
44
IN WITNESS WHEREOF, this Franchise has been executed by the duly
authorized representatives of the parties as set forth below, as of the date set forth above:
Approved as to form:
C' 'Attorney
Attest:
sJ
City Clerk
THE CITY OF EDMONDS
I5A
Nan
Title: p
COMCAST 6 LO CLS k<<l 4-OVLr L.L.0 -
By:
Name: Timothy Nester
SVP - Finance and Accounfing
Title:
City of Edmonds — Comcast Cable Franchise Agreement
48
Exhibit A
Customer Service Standards
FCC Customer Service Standards
Grantee shall comply in all respects with the following customer service requirements
established by the §76.309 of the FCC's rules and regulations:
(1) Cable System office hours and telephone availability:
(i) The cable operator will maintain a local, toll -free or collect call telephone
access line which will be available to its Subscribers twenty-four (24)
hours a day, seven (7) days a week.
(A) Trained company representatives will be available to respond to
customer telephone inquiries during Normal Business Hours.
(B) After Normal Business Hours, the access line may be answered by
a service or an automated response system, including an answering
machine. Inquiries received after Normal Business Hours must be
responded to by a trained company representative on the next
business day.
(ii) Under Normal Operating Conditions, telephone answer time by a
customer representative, including wait time, shall not exceed thirty (30)
seconds when the connection is made. If the call needs to be transferred,
transfer time shall not exceed thirty (30) seconds. These standards shall
be met no less than ninety percent (90%) of the time under Normal
Operating Conditions, measured on a quarterly basis.
(iii) The operator shall not be required to acquire equipment or perform
surveys to measure compliance with the telephone answering standards
above unless an historical record of complaints indicates a clear failure to
comply.
(iv) Under Normal Operating Conditions, the customer will receive a busy
signal less than three percent (3%) of the time.
(v) Customer service center and bill payment locations will be open at least
during Normal Business Office Hours and will be conveniently located.
(2) Installations, Outages and Service Calls. Under Normal Operating Conditions,
each of the following standards will be met no less than ninety five percent (951/6)
of the time measured on a quarterly basis:
City of Edmonds — Comcast Cable Franchise Agreement
49
(i) Standard Installations will be performed within seven (7) business days
after an order has been placed. "Standard" Installations are those that are
located up to one hundred twenty-five (125) feet from the existing
distribution system.
(ii) Excluding conditions beyond the control of the operator, the cable
operator will begin working on "Service Interruptions" promptly and in no
event later than twenty-four (24) hours after the interruption becomes
known. The cable operator must begin actions to correct other Service
problems the next business day after notification of the Service problem.
(iii) The "appointment window" alternatives for Installations, Service calls,
and other Installation activities will be either a specific time or, at
maximum, a four (4) hour time block during Normal Business Hours.
(The operator may schedule Service calls and other Installation activities
outside of Normal Business Hours for the express convenience of the
customer.)
(iv) An operator may not cancel an appointment with a customer after the
close of business on the business day prior to the scheduled appointment.
(v) If a cable operator representative is running late for an appointment with a
customer and will not be able to keep the appointment as scheduled, the
customer will be contacted. The appointment will be rescheduled, as
necessary, at a time which is convenient for the customer.
(3) Communications between Cable operators and Subscribers:
(i) Refunds. Refund checks will be issued promptly, but no later than either:
(A) The customer's next billing cycle following resolution of the
request or thirty (30) days, whichever is earlier, or
(B) The return of the equipment supplied by the cable operator if
service is terminated.
(ii) Credits. Credits for Service will be issued no later than the customer's
next billing cycle following the determination that a credit is warranted.
City of Edmonds — Comcast Cable Franchise Agreement
50
Exhibit B
City of Edmonds Public Buildings
Public Safety Building
250 Fifth Avenue North
Edmonds Public Library
Police Department 650 Main Street
Public Safety — City Council
Chambers Fire Station No.16
Origination/Broadcast Room 8429 196th St SW
Edmonds City Hall
121 Fifth Avenue North
Mayor's Office
Admin/City Clerk
Meeting Room
P Floor Conference
Finance Department
Old Public Works Building
200 Dayton Street
Public Works Facility
7110 210th Street SW
Anderson Center
700 Main Street
Edmonds Center for the Arts
City EOC Support Site
410 4th Avenue North
Fire Station No. 20
23009 88th Avenue West
Fire Station No. 17
275 6th Avenue North
Building & Parks Maintenance
600 Third Avenue S.
Meadowdale Clubhouse
6801 North Meadowdale Road
Edmonds Senior Center
220 Railroad Avenue
Port of Edmonds Administration Office
336 Admiral Way
City of Edmonds — Comcast Cable Franchise Agreement
51
Exhibit C
Educational Facilities
Chase Lake Elementary
21603 84th Avenue West
Edmonds Elementary
1215 Olympic Avenue
Maplewood Center (Special Education)
Edmonds School District
20100 84th Avenue West
Seaview Elementary
8426 188th SW
Sherwood Elementary
22901 106th Avenue
Westgate Elementary
9601 220th SW
Woodway Elementary
9521 240th SW
Madrona School
9300 236th SW
Maplewood Parent Coop (K-8)
8500 200th SW
Edmonds-Woodway High School
23200 100th Avenue West
Scriber Lake Nigh School
23200 100'h Avenue W., Edmonds
Meadowdale High School
6002 168th St SW, Lynnwood, WA
Meadowdale Middle School
6500 168t' St SW, Lynnwood, WA
Meadowdale Elementary School
6505 168' St SW
City of Edmonds — Comcast Cable Franchise Agreement
ORDINANCE NO. 3907
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON GRANTING A NONEXCLUSIVE FRANCHISE
TO COMCAST OF WASHINGTON LLC AND COMCAST OF
CALIFORNIA/COLORADO/WASHINGTON I, INC. TO
CONSTRUCT, MAINTAIN, OPERATE AND REPAIR A
CABLE SYSTEM TO PROVIDE CABLE SERVICES IN,
ACROSS, OVER, ALONG, UNDER, UPON, THROUGH AND
BELOW THE PUBLIC RIGHTS -OF -WAY OF THE CITY OF
EDMONDS; PROVIDING FOR SEVERABILITY AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the City of Edmonds (the "City") has negotiated a Franchise
Agreement with Comcast of Washington LLC and Comcast of California/Colorado/Washington I,
Inc. ("Comcast"), granting a franchise, authority, right and privilege for a period of seven (7) years
to construct, maintain, operate and repair a cable system in the City, as set forth in the Franchise
Agreement attached hereto, labeled Exhibit A and hereby incorporated by reference; and
WHEREAS, Comcast has requested that the City grant it a new franchise for the
authority to use the public rights -of -way to provide cable television services within the City; and
WHEREAS, pursuant to applicable law, the City has the power, among other things,
to grant franchises and to receive consideration for the grant of the franchise; and
WHEREAS, the City has analyzed and considered the technical ability, financial
condition, legal qualifications, and general character of Comcast, warrants that all other conditions
resulting from the grant of this Franchise have been considered by the City, and has determined that
it is in the best interest of the City and its residents to grant a cable Franchise to Comcast; and
WHEREAS, Comcast and the City have agreed to be bound by the conditions
hereinafter set forth; NOW, THEREFORE,
1
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO
ORDAIN AS FOLLOWS:
Section 1. Franchise Granted. Pursuant to applicable law, the City of Edmonds
hereby grants a nonexclusive franchise to Comcast of Washington LLC and Comcast of
California/Colorado/Washington I, Inc. according to the terms and conditions set forth on Exhibit A
attached hereto and incorporated herein by this reference as if set forth in full. Subject to the
provisions therein, the term of the franchise shall be for a period of seven (7) years from the
effective date of the franchise, as defined in Exhibit A, and shall grant Comcast the right, privilege
and authority to construct, maintain, operate, and repair a cable system to provide cable services in,
on, across, over, along, under, upon, through and below the public rights -of -way of the City of
Edmonds, all as provided in Exhibit A.
Section 2. Deadline for Acce tance. The franchise granted by Section 1 of this
ordinance shall be void and of no effect unless Comcast files with the City Clerk written acceptance
of the franchise and all of its terms and conditions within thirty (30) days after the Effective Date of
this ordinance and in a form satisfactory to the City Attorney.
Section 3. Severability. If any section, sentence, clause or phrase of this
ordinance should be held to be invalid or unconstitutional by a court of competent jurisdiction,
such invalidity or unconstitutionality shall not affect the validity of any other section, sentence,
clause or phrase of this ordinance.
Section 4. Effective Date. Pursuant to applicable law, this ordinance has been
passed at least five days after its first introduction and by a majority of the whole membership of
the City Council at a regular meeting. This ordinance, being the exercise of a power specifically
2
delegated to the City's legislative body, is not subject to referendum, and shall take effect five
(5) days after passage and publication of an approved summary consisting of the title.
ATTEST/AUTHENTICATED:
'City Clerk Sandra S. Chase
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
BY
Jeffrey Taraday
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO. 3907
Mayor David O. Earling
12-14-2012
12-18-2012
12-23-2012
12-28-2012
SUMMARY OF ORDINANCE NO.3907
of the City of Edmonds, Washington
On the 18th day of December, 2012, the City Council of the City of Edmonds,
passed Ordinance No. 3907. A summary of the content of said ordinance, consisting of the title,
provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON GRANTING A
NONEXCLUSIVE FRANCHISE TO COMCAST OF WASHINGTON LLC AND COMCAST
OF CALIFORNIA/COLORADO/WASHINGTON I, INC. TO CONSTRUCT, MAINTAIN,
OPERATE AND REPAIR A CABLE SYSTEM TO PROVIDE CABLE SERVICES IN,
ACROSS, OVER, ALONG, UNDER, UPON, THROUGH AND BELOW THE PUBLIC
RIGHTS -OF -WAY OF THE CITY OF EDMONDS; PROVIDING FOR SEVERABILITY
AND ESTABLISHING AN EFFECTIVE DATE.
The full text of this Ordinance will be mailed upon request.
DATED this 19th day of December, 2012.
r
CITY CLERK, SANDRA S. CHASE
2