Ordinance 3907AN ORDINANCE OF THE CITY OF EDMONDS,
TO COMCAST OF WASHINGTON LLC AND COMCAST OF
CALIFORNIA/COLORADO/WASHINGTON 1, 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 Califomia/C610rad6iWashington 1,
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condition, legal qualifications, and general character of Comcast, warrants that all other conditions
it is i-c 6e best ixterest ol Cit�44d its resi(�e
WHEREAS, Comcast and the City have agreed to be bound by the conditi6ra
M
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO
Section 1. Eranchise Granted. Pursuant to applicable law, the City of Edmon
hereby grants a nonexclusive franchise to Comcast of Washington LLC and Comcast of
attached hereto and incorporated herein by this reference as if set forth in full. Subject to the
provisions therein, the to 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.
RONNIE 15 1 11 �'i I NO! I I I I I 1 11 11 11
Section 3. Severabili1y. if any section, sentence, clause or phrase of this
ordinance should be held to be invalid or unconstitutional by a court of competent jurisdiction,
Rum-m-
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
a
delegated to the City's legislative body, is not subject to referendum, and shall take effect five
892•. =
City Clerk Sandra S. Chase
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
BY
Jeffrey Taraday
FILED WITH THE CITY CLERK: 12-14-201—
PASSED BY THE CITY COUNCIL. 12-18-201
PUBLISHED: 12-23-201
EFFECTIVE DATE: 12-28-201
ORDINANCE NO..3907 I
ki
On the 18'h 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:
FRANCHISEAN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON GRANTING A
NONEXCLUSIVE i COMCAST O, WASHINGTON LLC ♦ i COMCAST
OF CALIFORNIA/COLORADO/WASHINGTON 1, 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 a
CITY CLERK, SANDRA S. CHASE
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2012
SECTION 1. Definition of Terms ................................ `_~.~~~~~^~~~..'3
1^1 "Access ».........,x._-~'___-__^~... ....... ____`_^....... ____ ^---...
1.2 "Access Channel "..... __.___~......... _......................... .............. °-__=~~-3
1.3 "Affiliate ""___~,,,_.,`^~_.......................... ,~,........ _~~._,__,=.S
1.4 "Bad Debt ................... ~..3
1.5 "Basic Service .......... °~~.~~_....................... .......... _`~^~^,_~_,..... ,,.__^-3
1'6 "Cable Act"`--.-.....'
..3
1`7 "CableOperator "....... ~~^~. ._x~^_^~x~`=`°..~~..~...4'
1^8 "Cable .
1-4 "Cable System ..................................................... ....... ........~.~._~4
l.l0"Channel ".............................
l^}] ^^'-^^^^'-^'
l'l7"Control .............................................................. ........
}^}3 Units ....----.------..
l'l4"FCC .`.........................................................
4
l. 15=Fzanchioe .. ~_4
l.l6"Franchise Area "=--=====--..'` ____~
l.l7"Gross Revenues ..-.-....---~_.......
1.18 ScheduledOriginal .....................................b
l,l9"Person ........................................................... _~_=_~~-............ .... .........
6.
].2X}"Public ` or ^
1.21 -------.=..'`...--.
1.22^^S1o1e .......................... ........ ........ .-
l.23 or "Customer .`.--------------.....,.=`.=
SECTION 2. Grant of
2.1 Grant ...............................................................
2.2 Grant of Authority ..........................................................
2.3 Franchise Subject to Federal, State and Local Lmw..
7.4 Use of Rights of Way fornon-Cable Servioe.. � -
'Q
2.5 No Rights by Implication _--....-..-
2.0 Conveyance of Rights -.-'---.-'.--.-.-.—_.....-'..
2.7 NOWaiver ............................
2.@ Other Ordinances ....................... _ ......_,.-,~_-_=~9
2^9 Term 0f
2.]0 Effective Date ............................................................ ..........
2.11Effect 0f Acceptance ............................................................ ^.~10�
2.12 Reservation of
10City
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 ....................... ._. l 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 .................... M....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. ......... ........:......... ......................................
3.12 GIS Mapping ..................... .17
3.13 Trimming of Trees and Shrubbery ...................... ......... .......................17`
3.15'Reservation ofRights-of-Way.................... .17
3.16 Inspection of Facilities.. .................:......... ............... ..............17
3.17Private 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
li
6.1 Customer Service Standards._.. ..........................-...... ........re... ........ ....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......c .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......................................:......w,............,,.,......35
10.4 Cable System Performance Testing .......................................... .35
10.5 Additional Tests ............ ........................... s .........................................
3 5
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... ....... ..m.,. ........;...............37
City of Edmonds - Cocast Cable Franchise Agreement
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11.5 Underutilized Access Channels .............. ............. ..---- .......... ......
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
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..
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
14.6Appeal......................,......,........................... ..................... .... ,..a,..,,...,..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 ........................................ ......... ....A4
15.2 Actions of Parties .............................. .44
15.3 Amendments ................................................. 44
15.4 Application Fee ............................................... .. ..... ..44
15.5 Attorneys' Fees........................................................... .................. -.... 4
15.6 Binding Acceptance ........................................... -............. .. .. ..........,. ,44
15.7 Captions 44
15.8 Costs to be Borne by Grantee ............................. .44
15.9 Counterparts ............................................b.........:...,,..,: ,.....,.. .......,.......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
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15.14 Modification ..............................................__.......................,..., .45
15.15 No Joint Venture ........................ .................. ...................x......___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
Signature Page ......................................... ..47
Exhibit A FCC Customer Service Standards .................................................k..:.,...49
Exhibit B City of Edmonds Public Buildings . .... ............. .... ....50
Exhibit C Educational Facilities.................................................................51
City of Edmonds - Comcast Cable Franchise Agreement
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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
CalifomiaJColorado/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 Califomia/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
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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.
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) "Govern -mental Access" means Access where governmental institutions
or their designees are the primary users having editorial control over programming.
(C) "Educational and Goverm-nental 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
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 — Comeast Cable Franchise Agreement
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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" shal 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 dejure control over day-to-
day policies and operations or the management of Grantee's airs.
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
1.15 "Franchise" means this document and any amendments or modificationj
City of Edmonds — Comcast Cable Franchise Agreement
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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
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;
M 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;
W revenue from leased Access Channel(s);
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;
(in) late payment fees; and
City of Edmonds — Co" cast Cable Franchise Agreement
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(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 famished 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 Loc y
Scheduled Original Programming that qualifies herein.
1.19 "Person" means any natural person or any association, f[rm, 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
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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 — Comeast Cable Franchise Agreement
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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
warrant • title • interest in any Rights -of -Way; it does not provide the Grantee with any
y
interest in any particular location within the Rights -of -Way; and it does not confer rights other
than as expressly provided in the • 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 _• law shall not be deemed to • a waiver • 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
•
2.8 Other Ordinances. Grantee agrees to comply with the terms of any lawful,
•` applicable • ordinance, including • not limited to • 4.68 • the Edmonds
Municipal i• in effect upon adoption •' this Franchise. In the event • a • 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 "Terni") rom t e
Effective Date • this Franchise. Upon commencement • 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.
2.10.1 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 — Comcast Cable Franchise Agreement
9
authorization which are substantially more favorable or less burdensome to the competitive
entity.
2.15 Conditions of Sale. If a renewal • extension • Grantee's Franchise is denied
or the Franchise is lawfully terminated, and the City lawfully acquires ownership of the Cable
System • by its actions lawfully effects a transfer • ownership • the Cable System to •
party, any such acquisition •; transfer shall be at the price determined • to the provisions
set • in Section 627 • the Cable Act.
2.16 Transfer gpon Revocation. Grantee and the City agree that in the case of a
final determination • a lawful revocation of the Franchise, the City shall • 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
• the City, Grantee and the City may avail themselves • 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 • • either the City or Grantee.
2.17 Police Powers. Grantee's rights hereunder are subject to the police powers •
the City to adopt and enforce ordinances necessary to the safety, health and were of the public,
• Grantee .• to comply with all applicable laws, ordinances and regulations lawfully
-• pursuant to the r• powers • the City, • hereafter enacted in accordance therewith,
by the City or any • legally constituted •• unit having lawful jurisdiction • the
subject matter hereof. The City reserves the right to exercise its police powers, notwithstanding
• in this Franchise to the contrary.
City of Edmonds — Comcast Cable Franchise Agreement
11
3.1 kgrmits�ggd General Obligations. Grantee shall be responsible for obtaining, a
its own cost and expense, all permits, licenses, or other forms of approval or authorizatio
necessary to construct, operate, maintain or repair the Cable System, or any part thereof, prior t
the commencement of any such activity. Construction, installation, and maintenance of th
Cable System shall be performed in a safe manner using materials that meet or exceed industr
standards. All facilities, poles, conduits, cables, and equipment installed by Grantee for use i
the Cable System in accordance with the terms and conditions of this Franchise shall be locate
so as to minimize interference with the designated use of the Public Rights -of -Way at the time o
Cable System facilities installation. I
3.2.1 Relocation at Request of the Cily. 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 P . Grantee shall, upon
reasonable prior written request of any Person holding a permit issue y c ity 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
relocation.
Restoration of RiQhts-of-Wqy. Whenever Grantee disturbs the surface of
any
- Rights 0f-Way for any purpose, Grantee shall DromDtly 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 — Co cast 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 • to Grantee, repair any work done by Grantee that, in the
determination • the City, ••- not conform to applicable the City specifications. The
reasonable cost thereof, including the costs of inspection and supervision, shall be paid by
Grantee.
City of Edmonds — Co cast Cable Franchise Agreement
13
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 • the project.
V if the • 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 • the project.
3. If Grantee chooses to hire its • 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 • Grantee's conduits and
vaults/pedestals in the supplied • trench.
C. Within the conversion area, Grantee shall not be responsible
for any •' 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 • all expenses incurred as a result of the project.
3.4.5 In the event an underground conversion of cable facilities is required
part • the street improvement condition(s) • a new subdivision and/or development, t
developer shall be responsible for all time and material costs associated with the conditionle,
underground conversion of cable facilities.
15 Work of- Contractors and Subcontractors. Grantee's contractors an
subcontractors shall be licensed and bonded in accordance with the 2-,City's Ordinances,
City of Edmonds - Comcast Cable Franchise Agreement
14
regulations and requirements. • by contractors and subcontractors is subject to the same
restrictions, limitations and conditions as if the • were performed by Grantee. Grantee sh
be responsible for all work performed by its contractors and subcontractors and others
performing • • its behalf as if the work were performed by it and shall ensure that all such
• is performed in compliance with this Franchise and applicable law. Grantee shall be •
and severally liable for all property and personal damages and for correcting all damage caused
by any contractor • subcontractor • • Grantee's behalf.
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 — Co cast Cable Franchise Agreement
15
without delay or expense to the City, remove its facilities from such Rights -of -Way an restore,
repair or reconstruct the Rights -of -Way where such removal has occurred. In the event of
• _ or - . of • restore, repair or reconstructRights-of-Way afterthirty 1) days written notice fromf• such workor • be done,
and the reasonable• '•f shall be paid by . •.ys of r of an
invoice and documentation.
1Be given to the Person doing the workand be posted on •
3.10.3 Be sent to Grantee by overnight delivery at the address given herein;
City of Edmonds — Comcast Cable Franchise
3 10.4 Indicate the nature of the alleged violation or unsafe condition; arS
LM III
• to • 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 •
3.17 Private PropeLty
=I ININ =W 61, 1
Yeast Twenty-781177 11,2511-) A ufs ��Iliof Lo entering PUTULC PIfQ,!,UFLJ 11 fir 911111 1101T .14LUIL QVII
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 • ••••. faith effort to comply
with the property owner/resident's preferences, if any, on location or placement of underground
City of Edmonds — Co cast Cable Franchise Agreement
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 Property. After performance of Work, Grantee shall restore
private property as nearly as practicable to its condition prior to construction.
residential4.1 General Service Obligatio . Grantee shall make Cable Service available to
every dwelling unit within the Franchise Area density• • Units per r mile in areasr by overhead facilities and sixty
61 Dwelling per • mile in areas-• by c • • facilities. Subjectto this
density requirement,- . r standard installation ratesto all new
Dwelling Units or previously unserved Dwelling Units located within one hundred 1
aerial feet or 61) underground trench feet of - distribution c
elect• provide . r - to areas notmeeting the above density and distance standards.
installationGrantee may impose an additional charge in excess of its regular installation charge for any
service -• • a line extension or • •• in excess of e above standards.
such additional charge shall be the fully allocated cost of the installation that exceeds the
standards set forthabove.
42 CbJhJgjJhdntpJ1 CableHistorically,- has provided
librariescomplimentary Cable Service to municipal buildings, fire stations, police stations, Schools and
• • • Area. .•le Service described herein is a voluntary
Granteeinitiative that agrees to continue throughoutthe Term of - r. of
voluntary-- will provide, r• -• -st, without charge, for service or
installation, • - outlet of :.sic anr Expanded Basic Service, or r equivalent thereof,
including all necessary equipment • those buildings list-t in Exhibits: and and any
future sites that are owned or --• by • administrative purposes,and police
stations,•• and libraries,provided • -r within 150 •. •
Installation)of . rSystem.- not be -• • to provide • r - r'
• • r • • •• a of r • + s that are notowned • ri `bk!LJhLCit1V that
are not occupied • used by • for governmental administrative or educational purposes
contractutility offices, storage facilities, etc.) or where it would normally enter into a commercial
• provide .• - Service, such as a r • or •course.
leasingCity is • occupying building, be responsible for acquiring
rightnecessary of agreement r paying any associated be -• -r by
building's owner. If the City wishes to discontinue its use of this service, it is responsible for the
return of r all equipment • the Grantee. The City and/ordesignees are responsiblefor
all Grantee's on -mise equipment.
The Cable Service provided in accordance with this subsection may be distributed
beyond the originally installed outlet without• • • additional outlets
requested, the building owner and/or occupant shall be required to pay the usual installation fees
associated therewith; but • recurring monthlyfees.• the extent that complimentary serviceprovided, - - shall be no offset against Franchise Fees for- Outlets of .r
Service provided in accordance with this Section 4.2 may be used to distribute Cable Services
throughout subuildings; provided distribution can be accomplished without causing
Cable System disruption and general technical standards are maintained. Such outlets may only
be used for lawful purposes •nsistent with Grantee's regular service practices.
City of Edmonds — Comeast Cable Franchise Agreement
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 th
complimentary service shall be decided on a case by case basis in an effort to maintain equitabl
burdens on each provider.
4.2.2 The Cable Service provided herein, shall not be used for commerci
purposes, and the City shall take reasonable steps to limit display of non-EG in public areas. I
addition, the City shall take reasonable precautions to prevent any inappropriate use of the Cabl
Service or the Cable System that could result in damage to the Cable System.
43 Obscenily. Grantee shall not transmit, or permit to be transmitted, ove
any Channel subject to its editorial control any programming that is obscene under applicabi
federal, State or local laws.
4.4 Services for the Disabled. Grantee shall comply with the Americans wi
Disabilities Act and any amendments or successor legislation thereto.
4.5 Parental Control Device. Upon request by any Subscriber, Grantee shall make
RkwilA,l � �- xs 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 suck
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 e
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
20
City of Edmonds — Co east Cable Franchise Agreement
21
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 Priv y Protection. Grantee shall compl
y with all applicable federal and State
privacy laws, including Section 631 of the Cable Act and regulations adopted pursuant thereto.
City of Edmonds — Co cast Cable Franchise Agreement
22
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 Pgyments. 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 Rppgrts. 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 Pqyments. 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.
City of Edmonds — Co east Cable Franchise Agreement
23
7.7 No Limitation on Taxing Authority. Nothing in this Franchise shall be
construed to limit any authorityof • impose any tax, fee, or 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 or `a`ral agency or • or a`ti to waive any rightsthe Grantee may have
under
7.8 'Additional Commitments Not Franchise Fees. o term or condition in this
Franchise shall in any ,, modifyor obligation t,•, pay Franchise Fees,
Although i". of payments and additional commitmentsforth
totalelsewhere in this Franchise may • . i of • Revenues
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
nor are • be offset or `f "f 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 mutuallyagreed 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 Audill
i• 1 days prior written notice,but • more often 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
i%1rkY—t)i.XTv--ts'Ktf Fvw, • • • 1 •, f i, -,
pay the cost of the audit, such amount not to exceed Fifteen Thousand Dollars ($15,000).
•.2 Upon the completionof • by provide
to Grantee a final-af •forth the findings detail,a any and ,
substantiatingll
documentation. of -•- underpayment,
(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 ` • - Settled • .a the --a upon
underpayment, by -- to the City. If the parties cannotagree on r;
City of r t rs — Comcast Cable
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 %aid bp Grantee the CitVj shall have no further rights to audit or challen•e the %oment
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 (61st) day following the
determination of the Final Settled Amount.
7.10 Bundled Services. If Cable Services subject to the Franchise Fee require']
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.
'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
iouq_uvl�ls W.-T*4)L4t iiiiii-K, F_w,;xaxichi&_
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.
7.112 File for Public Inspection. 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.
City of Edmonds — Comeast Cable Franchise Agreement
25
7.11.3 Proprietary i .i • ;. Notwithstanding anything to the contrary
forth• not be 'f f to disclose information• r
deems to be proprietary or confidential in nature. The City agrees to keep confidential any
proprietary Or i; f- books or - • a to the extent permitted by be
responsible • and conspicuously identifying the workas confidentialor proprietary, and
shall provide upon requestbrief written explanationto why such informationconfidential
and how it may be treated as such under state and federal law. Grantee shall not be require 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- • .r determined by
underGrantee to be competitively sensitive. In the event that the City receives a public records request
RCW 42.56 or • disclosure of r • designated as
confidential, .r- secret or proprietary, • r provide • - of disclosure
• that Grantee can takeappropriate -r to protect its interests. NothingSection
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 Reqpired. Upon written request, but no more frequently than
vrice a year,• . report which mayf any or of • •
iepending on the needs of the City:
A Records of • r .ints received by .. for
period of up to "Complaint" used
herein refers to escalated concerns aboutany aspect of the
Cable System or Grantee's cable operations;
O- 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;
Records of • • i and requests for
extension• previous• • the date of -r
date of • • • • and the date and time service was
extended;
City of Edmonds — Comcast Cable Franchise Agreement
26
fffwz���
• "M
2. The number of Subscribers with Basic Service-, and
I 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.
7.12.2 Topics which may be discussed at any evaluation session include,
but are not limited to, Subscriber fiRures 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.
City of Edmonds — Comeast Cable Franchise Agreement
27
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.
&I.1 Grantee shall promptly notify the City of any actual or proposed change
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 propose
transferee or controlling party shall indicate whether, as applicable,
(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 Tenn
• the Franchise.
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8.2 Renewal of Franchise.
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 • 1.- I'll I A.
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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9.1.1 General Requirement. Grantee shall maintain in full force and effect at its
*wn 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 Coverage. 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 term nate so as to e out o comp lance wi e requireme so
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 Indemni . 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 resu t 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,Clailml.s. 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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Grantee may be required to obtain additional security, such as generally applicable construction
bonds, • f., permitting requirements. Grantee shall pay all premiums •
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 not be required to obtain or maintain other security• r • of being awarded
the Franchise. Grantee shall not cancel the performance bond without obtaining an alternative
performance bond or •' credit in conformance
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34
EM
10.5.1 The nature of the complaint or problem which precipitated the special
IMNIMMI=
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10.5.5 Any other information pertinent to said tests and analysis which may be
10 * 6 Standby Power. Grantee shall provide standby power generating capacity at
the Cable System Headend capable of • iing at least twelve (12) hours of `
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 Emergency 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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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 Channe s
(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 neighbonin
community(s), serviced by the Grantee, to facilitate the City's needs for Access programming. T
Channel(s) shall be made available at no extra charge to Subscribers on Grantee's Basic Servic
Tier (the lowest tier of service). I-
11.2 Qj�ftg in Cable S*stem TedbuolOk . 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 Tdgg�Lrj for Additional A�� �CbAqhd. The City may require Grantee t
make available one (1) additional activated Downstream Channel, up to a maximum of three (
channels (excluding the five (5) regional access channels), when any of the City Acce
Channels required by Section 11. 1 are used for Locally Scheduled Original Programming at lea
to
's'lforty-eight (48) hours per week between 10:00 A.M. and 10:00 P.M., Monday throug Fri ag
during any consecutive ten (10) week period ("Threshold Requirement"). The initial showini
and first repeat shall count towards the Threshold Requirement. To meet the Thresholl
Requirement the City must produce distinct Locally Scheduled Original Programmin
Programming from either of the Access Channels cannot be included in the calculation of t
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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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.
11.8.1 Prior to the commencement of this Franchise, Grantee constructed and has
maintained • will • and maintain a fiber •r return line • the City's EG origination
site • its headend. r• written request • the City, Grantee may construct and maintain
additional EG origination sites at other locations within the Franchise Area, for the purpose of
•. Access programming. All costs for fiber optic • 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 • Grantee may require that a reasonable deposit • the estimated project cost be paid
in •i
11.8.2 r• completion • the requested • by the City and upon submission
by Grantee • a proper • for payment •" 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 • • the City.
11.9 Interconnection with Edmonds • Colleg For purpose •'I providing
educational programming to the City as programming • the City Educational channel the
interconnection with Edmonds • College, which is located in Lynnwood WA, shall be
`•' • the term • the Franchise at no additional • to the City.
• Interconnection with Other Cities. Grantee shall within six (6) •
• 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
• the City and approval • the Grantee and owner • the • 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 r• by the City and Grantee.
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I X"V1110 Nwpnf
12.1 Notice of Violation or Default. In the event the City believes that Grantee has
not complied with a term 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 MeetinR. 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.
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SECTION 13. Liguidated Damages
13.1 Liquidated Damages. The City and Grantee recognize the delays, expense an(
unique difficulties involved in proving in a legal proceeding the actual loss suffered by the Citl
as a result of Grantee's breach of certain provisions of this Franchise. Accordingly, instead o
requiring such proof, the City and Grantee agree that Grantee shall pay to the City, the sums se
forth below for each day or part thereof that Grantee shall be in breach of specific provisions o
this Franchise. Such amounts are agreed to by both parties as a reasonable estimate of the actua
damages the City would suffer in the event of Grantee's breach of such provisions of thi
Franc�ise.
13,1;1 Subject to the provision of written notice to Grantee and a thirty (30) da,
right to cure period, the City may assess against Grantee liquidated damages as follows: on
hundred dollars ($100.00) per day for failure to provide the Access Channel(s); one hundred fift,
dollars ($150.00) per day for each material violation of the Customer Service Standards; fift:
dollars ($50.00) per day for failure to provide reports or notices as required by this Franchisc
and up to two hundred fifty dollars ($250.00) per day for any other material breaches of th,
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 curin!
the violation, is diligently and continuously pursuing the cure to completion and requested sucl
an extension, provided that any such cure is completed within one hundred and twenty (12C
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 an
y
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 M 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.
111111plpiplip�� � NO alillill III
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;
14.1.3 Grantee makes a material misrepresentation of fact in the negotiation of
this Franchise;
14.1.6 Grantee becomes insolvent or if there is an assigm-nent for the benefit of
Grantee's creditors; or
M
W"11M TIM "IM-74 M�I I
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14.2 Grantee -Without Fault. Notwithstanding Section 14. 1 . none of the foregoinj
shall constitute a material violation or breach if Grantee is without fault or if the violation o
breach occurs as a result of circumstances beyond Grantee's reasonable control. Grantee shal
bear the burden of proof in establishing the existence of such circumstances.
14.3 Revocation Notice. Should the City seek to revoke this Franchise afte
following the procedures set forth in this Section 14, the City shall give written notice to Grantei
of such intent to revoke this Franchise. This notice of intent to revoke ("Revocation Notice") i
in addition to the Noncompliance Notice pursuant to Section 12. 1. The Revocation Notice shal
set forth the specific nature of the noncompliance. Grantee shall have thirty (30) days fron
receipt of such Revocation Notice to object in writing and to state its reasons for such objectiori
In the event the City has not received a satisfactory response from Grantee, it may then see]
revocation of the Franchise at a public hearing before the City Council or City Council appointe(•
Hearing Examiner (the "Revocation Hearing"). The City shall cause to be served upon Grantei
at least thirty (30) days prior to the Revocation Hearing a written notice specifying the time an(
place of such hearing and stating its intent to revoke the Franchise.
14.4 Revocation Hearing. At the Revocation Hearing, Grantee shall be provided
fair opportunity for full participation, including the right to be represented by legal counsel, b
introduce relevant evidence, to require the production of evidence, to compel the testimony o
Persons as permitted by law, and to question and/or cross examine witnesses. The public hearin�
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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
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.
- - ----------- -
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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.
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15.10 Entire Franchise. This Franchise, including the Exhibit, embodies the entire
understanding and agreement of the City and Grantee with respect to the subject matter hereof
and supersedes all prior understandings, agreements and communications, whether written or
oral.
15.11 Force M4*eure. Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default (including termination, cancellation or revocation of the
Franchise) ' where such noncompliance or alleged defaults occurred or were caused by strike,
riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado
or other catastrophic act of nature, labor disputes, failure of utility service necessary to operate
or I*udicial orde—ro-r—regulation or other event that
is reasonably beyond Grantee's ability to anticipate or control. This provision also covers work
delays caused by waiting for utility providers to service or monitor their own utility poles on
which Grantee's cable or equipment is attached, as well as unavailability of materials or
qualified labor to perform the work necessary.
15.12 Governina L . This Franchise shall be governed, construed and enforced in
accordance with the laws of the State of Washington as amended, federal law including the
Cable Act as amended, any applicable rules, regulations and orders of the FCC as amended and
applicable local laws now existing or hereafter amended or adopted.
15.13 Equal Employment Opportunity. Grantee shall comply with all applicable
federal and State laws affordine nondiscrimination in enixlopment to all individuals rem1 •
their race, color, religion, age, sex, national origin, sexual orientation or physical disability.
15.14 Modification. No provision of this Franchise shall be amended or otherwise
modified, in whole or in part, except by an instrument in writing, duly executed by the City and
Grantee, which amendment shall be authorized on behalf of the -City through the adoption of an
appropriate resolution, ordinance or order by the City, as required by applicable law.
15.15 No Joint Venture. Nothing herein shall be deemed to create a joint venture or
principal -agent relationship between the parties, and neither party is authorized to, nor shall
either party act toward third Persons or the public in any manner that would indicate any such
relationship with the other.
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15.16 Notices, All notices shall be in writing and shall be sufficiently given and
served upon the other party by hand delivery, first class, registered or certified mail, return
receipt requested, postage prepaid, or by reputable overnight courier service and addressed as
follows:
To the City:
Edmonds, WA 98020
Attn: City Clerk
Comcast of Washington LLC
1581525 1h Ave. W.
Lynnwood, WA 98087
Attn.: Government Affairs Depi
Comcast of Washington LLC
1525 75" St. S.W.
1--�verett, WA 98203
Attn: Government Affairs DeDt.
15.17 No Third -Party Beneficiaries. Nothing in this Franchise is or was intended to
confer third -party beneficiary status on any Person or any member of the public to enforce the
terms of this Franchise.
15.18 Reservation of Rights. Nothing in this Franchise shall be construed as a waiver
of any rights, substantive or procedural, Grantee or the City may have under Federal or State law
unless such waiver s expressly state erem.
15.19 PreeWtion. In the event that federal or State law preempts a provision or
limits the enforceability of a provision of this Franchise, the provision shall be read to be
preempted to the extent required by law. In the event such federal or State law is subsequently
repealed, rescinded, amended or otherwise changed so that the provision hereof that had been
preempted is no longer preempted, such provision shall thereupon return to full force and effect,
and shall thereafter be binding on the parties hereto, without the requirement of further action on
the part of the City or Grantee.
15.20 Recitals. The recitals set forth in this Franchise are incorporated into the body
of this Franchise as if they had been originally set forth herein.
15.21 SeverLbility. If any section, subsection, sentence, clause, p ase, or o er
portion of this Franchise is, for any reason, declared invalid, in whole or in part, by any court,
City of Edmonds — Comcast Cable Franchise Agreement
46
agency, commission, legislative body, or other authority of competent jurisdiction, such portion
shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect
the validity of the remaining portions hereof, which other portions shall continue in full force and
effect.
15.22 Venue. The venue • any dispute related to this Franchise shall be the United
States District Court for the Western District of Washington, or the Snohomish County Superior
•
15.23 Waiver. The failure of either party at any time to require performance by the
• • any provision hereof shall in no way be a waiver thereof unless •. waived in
writing. Nor shall the waiver by either party of any breach of any provision hereof be taken or
held to be a waiver •; any succeeding breach •' such provision, or as a waiver • the provision
itself or any other provision.
15.24 Independent Review, Construction. The City and Grantee each acknowledge
that they have had opportunity to receive independent legal advice in entering into this Franchise
and that both the -City and Grantee understand and fully agree to each and every provision of this
Franchise. The rule Of construction requiring ambiguities to be construed +•, the drafting
•. shall have no applicability.
City of Edmonds — Comcast Cable Franchise Agreement
47
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:
City Attorney
-City Clerk
By:•
Naine:
Title:
COMCAST
By:
Name:
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:
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 (95%)
of the time measured on a quarterly basis:
City of Edmonds — Comeast Cable Franchise Agreement
49
Standard Installations will be performed within seven (7) business days
after an order has been placed. "Standard" Installations are those at are
located up to • hundred twenty-five (125) feet from the existing
distribution system.
Excluding conditions beyond the control of the operator, the cable
operator will 1"• working • "Service Interruptions" promptly and in no
event later than twenty-four (24) • after the interruption becomes
known, The cable operator must begin actions to correct other Service
•Iif the next business day after notification • the Service problem.
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
•
(iv) An operator may not cancel an f1• with a • 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 • for the customer.
16111 k 1, 46 11,11111 11 •
(i) Refunds. • checks will be issued promptly, but no later an eit er:
(A) The customer's next billing cycle following resolution of the
request • thirty (30) days, whichever is earlier, •
(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
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 196" St SW
Edmonds City Hall
121 Fifth Avenue North
Mayor's Office
Admin/City Clerk
Meeting Room
3 d Floor Conference
Finance Department
rof f f i f—
200 Dayton Street
IN I EUVA till WIMMKINTM
KITITIMMITSUT, M,
VI I I I A AA UT M 161199-4 =
Z,e
City EOC Support Site
4104 th Avenue North
Uire Station No. 20
23009 88th Avenue West
NJA,Q- - r-, -
F-TabKolow"TIM III MLIM No In
600 Third Avenue S.
Meadowdale Clubhouse
6801 North Meadowdale Road
PATI-TRWITM
336 Admiral Way
City of Edmonds — Co cast Cable Franchise Agreement
W
Exhibit C
Educational Facilities
Maplewood Center (Special Education)
Edmonds Sc1 1 District
20100 84th Avenue West
Kill E11.1,11
1 IIr
• ;f 1.�RWNJ
11-
9601 220th
q71
YPI,
9521 240th
Madrona School
• 11 236th SW
1 1 1 - 1IY 111
PAVIIIIAII1 _
rI I I I I I
1 1 • - • r
Meadowdale High School
601' 168thLynnwood,
Meadowdale MiddleIlis
6500 168thSt SW, Lynnwood,
City of Edmonds Comcast Cable Franchise Agreement
STATE OF WASHINGTON,
COUNTY OF SN HO ISH
M
The undersigned, being first duly sworn on oath deposes and says that she is Principal Clerk of
THE HERALD, a daily newspaper printed and published in the City of Everett, County of
Snohomish, and State of Washington; that said newspaper is it newspaper of gencral
circulation in said County and State; that said newspaper has been approved as a legal
newspaper by order of the Superior Court of Snohomish County and that the notice
f Ordinance No. 3907
a printed copy of which is hereunto attached, was published in said newspaper proper and not
in supplement forin, in the regular and entire edition of said paper on the following days and
times, namely:
December 23, 2012
and that said newspaper was regularly distributed to its subscribers during all otsaid period.
Subscribed and sworn to before me this
day of December, 2012
['rartt;spt�l t;iork
24th-
i.
,gr
Notary Public in and for the State of Washington, residing at Everett, Snohomish
County.
!Account Name: City of Edmonds Account Number: 101416 Ordei Number 0001805396