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Ordinance 09-034 Granting Comcast Franchise ,1 CITY OF SPOKANE VALLEY SPOKANE COUNTY,WASHINGTON ORDINANCE NO.09-034 AN ORDINANCE OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO COMCAST OF PENNSYLVANIA/WASHINGTON/WEST VIRGINIA, LP, TO CONSTRUCT, MAINTAIN AN]) OPERATE CERTAIN FACILITIES WITHIN THE PUBLIC RIGHTS-OF-WAY AND PUBLIC PROPERTIES OF THE CITY OF SPOKANE VALLEY. WHEREAS, RCW 35A.47.040 authorizes the City to grant, permit, and regulate non-exclusive franchises for the use of public streets, bridges or other public ways, structures or places above or below the surface of the ground for railroads and other routes and facilities for public conveyances, for poles, conduits, tunnels, towers and structures, pipes and wires and appurtenances thereof for transmission and distribution of electrical energy, signals and other methods of communication, for gas, steam and liquid fuels,for water, sewer and other private and publicly owned and operated facilities for public service; and WHEREAS, the grant of such non-exclusive franchises requires the approving vote of at least a majority of the entire City Council and publication at least once in a newspaper of general circulation in the City; and WHEREAS,the Council finds that the grant of the Franchise contained in this Ordinance, subject to its terms and conditions, is in the best interests of the public; and WHEREAS, in accordance with Section 626 of the Cable Communications Policy Act of 1984, Grantee has requested renewal of its Cable Communications Franchise Agreement, and after negotiations with Grantee, the City has determined that it is in the best interest of the City and its residents to renew the Franchise Agreement with Grantee; and WHEREAS, the City has, following required and reasonable notice, conducted a full public hearing, affording all persons concerned with the analysis and consideration of the technical ability, financial condition, legal qualifications and general character of the Grantee; and WHEREAS, the City, after such consideration, analysis and deliberation, has approved and found sufficient the technical ability, financial condition, legal qualification and character of the Grantee; and WHEREAS, the City has also considered and analyzed the plans of the Grantee for the continued operation of a Cable System and found the same to be adequate and feasible in view of the needs and requirements of the City; and WHEREAS, the City has determined that it is in the best interests of and consistent with the health, safety and welfare of the citizens of the City to renew the Franchise Agreement to the Grantee to operate a Cable System within the confines of the City and on the terms and conditions hereinafter set forth; and WHEREAS,the Grantee has agreed to be bound by the conditions hereinafter set forth. NOW, THEREFORE, the City Council of the City of Spokane Valley, Spokane County, Washington, does ordain as follows: Section 1. Definitions. For the purpose of this Ordinance, the following words and terms shall have the meaning set forth below: Ordinance 09-034 Comcast Cable Franchise Page 1 of 27 "Basic Cable Service" shall mean any Service Tier which includes the lawful retransmission of local television broadcast signals and any public, educational, and governmental access programming required by this Franchise Agreement to be carried on the basic tier. "Cable Act"means the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996, and any amendments thereto. "Cable Advisory Board" shall mean a City or regional Cable Advisory Board as established by ordinance or interlocal agreement. "Cable Service" or "Service" shall mean (A) the one-way transmission to Subscribers of(i) Video Programming or (ii) Other Programming Service, and (B) Subscriber interaction, if any, which is required for the selection or use of such Video Programming or Other Programming Service. "Cable System" or "System" shall mean a 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 which is provided to multiple Subscribers within a community,but such term shall not include: (1) a facility that serves only to retransmit the television signals of one (1) or more television broadcast stations; (2) a facility that serves only Subscribers without using any Public Right of Way; (3) a facility of a common carrier which is subject, in-whole or in part, to the provisions of 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 47 U.S.C. § 573; or (5) any facilities of any electric utility used solely for operating its electric utility system. For the purpose of this Franchise, Cable System shall mean the Grantee's cable Facilities servicing the City. "Channel" shall mean a portion of the electromagnetic frequency spectrum which is used in a cable system and which is capable of a television Channel, as television Channel is defined by the FCC. "City"means the City of Spokane Valley, a Washington municipal corporation. "City Manager"means the City Manager or designee. "Complaint" shall mean a Subscriber contact with the Grantee to express a grievance or dissatisfaction concerning Cable Service. Complaints do not include matters not within the scope of this Franchise Agreement. A Complaint may be verbal or in writing but need not include initial contacts where an issue is promptly resolved to the Subscriber's satisfaction. Ordinance 09-034 Comcast Cable Franchise Page 2 of 27 "Construction" or "Construct" shall mean digging, excavating, laying, extending, upgrading, removing,and replacing of Facility. "FCC" shall mean the Federal Communications Commission or any legally appointed or designated agent or successor. "Facility"or"Facilities"means all of the plant, equipment, fixtures, appurtenances, and other related property necessary to furnish and deliver cable television services, including but not limited to wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, and attachments, necessary or incidental to the distribution and use of cable television services. "Franchise" shall mean the nonexclusive right and authority to Construct, Maintain, and operate a Cable System through use of Public Rights of Way in the City pursuant to a contractual agreement approved by the City Council and executed by the City and the Grantee. "Franchise Area" shall mean the entire geographic area within the City as it is now constituted or may in the future be constituted. "Grantee" shall mean Comcast of Pennsylvania/Washington/West Virginia, LP, including any lawful successor,transferee,or assignee of the original Grantee. "Gross Revenues" means all revenue derived directly or indirectly by the Grantee, or by Grantee's Affiliates, from the operation of Grantee's Cable System to provide Cable Services in the Franchise Area. Gross Revenues include, by way of illustration and not limitation, monthly fees charged Subscribers for Cable Services including Basic Service and all other Tiers of Cable Service; Pay-Per- View Service; Cable Service installation, disconnection, change-in-service and reconnection fees, Leased Access Channel fees, late fees, payments received by the Grantee from programmers for carriage of Cable Services on the Cable System and recognized as revenue under generally accepted accounting principles ("GAAP"), revenues from rentals of Cable System equipment such as converters; advertising revenues(including local, regional, and a pro rata share of national advertising carried on the Cable System in the Franchise Area) net of commissions due to advertising agencies that arrange for the advertising buy and as recognized as revenue under GAAP; additional outlet fees, Franchise Fees, and revenues from home shopping Channels. Gross Revenues shall not include (i) 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; (ii) any Capital Contribution referenced in subsections 13.8; (iii) any payments by the City to Grantee for I-Net maintenance or expansion; or (iv) any taxes on services furnished by the Grantee which are imposed directly on any Subscriber or user by the State, City or other governmental unit and which are collected by the Grantee on behalf of said governmental unit. The Franchise Fees are not such a tax and are therefore included in Gross Revenues. "Lockout Device" shall mean an optional mechanical or electrical accessory to a Subscriber's terminal which inhibits the viewing of a certain program, certain Channel, or certain Channels provided by way of the Cable System. "Maintenance or Maintain" shall mean repair, restoration, replacement, renovation and testing of the Cable System or components thereof so as to ensure that it operates in a safe and reliable manner and as required by this Franchise. "Non-commercial" shall mean, in the context of PEG Channels, that products and services are not sold via the PEG Channel. The term will not be interpreted to prohibit an PEG Channel operator or Ordinance 09-034 Comcast Cable Franchise Page 3 of 27 programmer from independently(i.e. not in the context of any televised programming) soliciting and receiving financial support to produce and transmit Video Programming on an PEG Channel, or from acknowledging a contribution, in the manner of the corporation for public broadcasting. A PEG Channel operator or programmer may cablecast informational programming regarding City events, projects and attractions of interest to residents so long as the format for such programming is consistent with the purposes for which PEG resources may be used. "Normal Business Hours" shall mean those hours during which most similar businesses in City are open to serve customers. In all cases, "Normal Business Hours"must include some evening hours, at least one(1)night per week and/or some weekend hours. "Normal Operating Conditions" shall mean those Service conditions which are within the control of Grantee. Those conditions which are not within the control of a Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods,and Maintenance or upgrade of the Cable System. "PEG" shall mean any Channel set aside for public use, educational use, governmental use without a Channel usage charge. "Person"shall mean an individual or legal entity, such as a corporation or partnership. "Premium Service"shall mean pay television offered on a per Channel or per program basis. "Public Property"shall mean any real estate or any facility owned by the City. "Public Works Director"shall mean the Spokane Valley Public Works Director or his/her designee. "Right-of-Way" shall mean all property, and the space above and below, in which the City has any form of ownership, title, or interest, including easements and adjacent utility strips, which is held for public roadway or dedicated for compatible utility purposes, regardless of whether or not any roadway or utility exists thereon or whether it is used,improved or maintained for public use. "Service Interruption"shall mean the loss of picture or sound on one(1)or more Cable Channels. "Service Tier" shall mean a specific set of Cable Services which are made available as, and only as, a group for purchase by Subscribers at a separate rate for the group. "Standard Installation" shall mean those that are located up to one hundred twenty-five (125) feet from the existing distribution System. Grantee shall comply with applicable FCC regulations regarding commercial installations as may now or hereafter arise. "Subscriber"shall mean any Person who lawfully receives Cable Service via the System. "Video Programming" shall mean programming provided by, or generally considered comparable to programming provided by, a television broadcast station. Section 2. Grant of Franchise. The City hereby grants unto the Grantee, a nonexclusive Franchise authorizing the Grantee to Construct, Maintain and operate a Cable System in the Right-of-Way such Facilities and other related property or equipment as may be necessary or appurtenant for the Ordinance 09-034 Comcast Cable Franchise Page 4 of 27 deployment of Cable Services over the Cable System in the City pursuant to this Franchise and according to the Cable Act. The term of this Franchise and all its rights,privileges,obligations and restrictions shall be ten(10)years from the effective date. However, upon the fifth year anniversary date of the Franchise term, the Grantee has the option to provide written notice to the City opting out of the remaining five (5) years given a change in federal or State law which negatively impacts the City's ability to regulate this Franchise. To exercise the option,the Grantee shall give the City such written notice at least six(6)months prior to the fifth year anniversary date of the Franchise term. Section 3. Non-Exclusivity. The grant of authority for use of the City's Rights-of-Way is not exclusive and does not establish priority for use over other franchise holders, permit holders and the City's own use of Public Property. Nothing in this Franchise agreement shall affect the right of the City to grant to any other Person a similar franchise or right to occupy and use the Rights-of-Way or any part thereof. Section 4. Fee. 1. From and after the effective date of this Franchise Agreement and throughout the full term of this Franchise Agreement, the Grantee shall pay to the City five percent (5%) of its annual Gross Revenues in the City, pursuant to 47 U.S.C. § 542. Payment shall be due no later than 30 days from the end of each calendar quarter after which interest shall accrue at the rate of 1%per month. In the event all or a portion of the franchise fee has not been paid within 60 days of the end of each calendar quarter, a penalty in the amount of 10% of the delinquent amount shall be added to the outstanding amount. All franchise fees and interest and penalties shall constitute a debt of the City and may be collected by any means allowed under the law. 2. No acceptance by the City of any payment from Grantee shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the City may have for further or additional sums payable under the provisions of this Franchise Agreement. All amounts paid shall be subject to auditing and recomputation by the City. 3. Grantee acknowledges and agrees that the franchise fees payable by Grantee to City pursuant to this Franchise Agreement as well as capital support provided by Grantee for PEG equipment and facilities are authorized under the Federal Cable Act and shall not be deemed to be in the nature of a federal, state or local tax. 4. Franchise Fees Subject to Audit. Upon reasonable prior written notice, during Normal Business Hours, at the Grantee's principal business office in the City, the City shall have the right to inspect the Grantee's financial records used to calculate the City's franchise fees. The City shall provide to the Grantee a final report setting forth the City's findings in detail, including any and all substantiating documentation. In the event of an alleged underpayment,the Grantee shall have thirty(30)days from the receipt of the report to provide the City with a written response agreeing to or refuting the results of the audit, including any substantiating documentation. Grantee shall review and the City shall be entitled to review Grantee's historical financial records used to calculate the City's franchise fees consistent with the currently applicable state statute of limitations. 5. Failure to comply with this section, except alleged underpayments under subsection 4, shall constitute a material breach of the Franchise Agreement pursuant to Section 40. Ordinance 09-034 Comcast Cable Franchise Page 5 of 27 Section 5. Competitive Equity. 1. The City reserves the right to grant one (1) or more additional franchises. The City shall amend this franchise, as requested by the Grantee, if it grants additional Cable Service franchises or similar multiple channels of Video Programming authorizations that contain material terms or conditions which are substantially more favorable or less burdensome to the competitive entity than the material terms and conditions herein. A word for word identical franchise or authorization for a competitive entity is not required so long as the regulatory and financial burdens on each entity are generally equivalent taking into account any difference in the number of subscribers served, the number of PEG channels and aggregate support provided, the level of fees and taxes imposed, the term of the franchise, and all other circumstances affecting the relative burdens. 2. Notwithstanding any provision to the contrary, at any time prior to the commencement of the Grantee's thirty-six (36) month renewal window provided by Section 626 of the Cable Act, that a non- wireless facilities based entity, legally authorized by state or federal law,makes available for purchase by Subscribers or customers, Cable Services or multiple channels of Video Programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then the Grantee shall have a right to request Franchise amendments that relieve the Grantee of regulatory burdens that create a competitive disadvantage to the franchisee. In requesting amendments,the Grantee shall file a petition seeking to amend the franchise. Such petition shall: (1) indicate the presence of such wireline competitor; and(2)identify all material terms or conditions which are substantially more favorable or less burdensome to the competitive entity.The City shall act on the petition within 120 days. 3. In the event an application for a new cable television franchise is filed with the City proposing to serve the franchise area, in whole or in part,the City shall notify the Grantee. Section 6. Previous Rights Abandoned. This Franchise Agreement is in lieu of any and all other contractual rights, privileges, powers, immunities, and authorities owned, possessed, controlled, or exercisable by Grantee or any successor pertaining to the Construction, operation, modification or Maintenance of a Cable System in the City. The acceptance of this Franchise Agreement shall operate as between Grantee and the City as an abandonment of any and all such contractual rights, privileges, powers, immunities, and authorities within the City. All Construction, operation, modification, and Maintenance by the Grantee of any Cable System in the City to provide Cable Service shall be under this Franchise agreement and not under any other contractual right,privilege, power, immunity,or authority. Section 7. Time Is Of The Essence To This Agreement. Whenever this Franchise Agreement shall set forth any time for an act to be performed by or on behalf of the Grantee, such time shall be deemed of the essence. Any failure of the Grantee to perform within the time allotted shall always be sufficient grounds for the City to invoke any appropriate remedy, including, without limitation, termination of this Franchise Agreement. Section 8. Taxes. As is consistent with applicable law, nothing contained in this Franchise Agreement shall be construed to except the Grantee from any applicable tax, liability or assessment authorized by law. Section 9. Cable System Specifications. 1. Prior to the effective date of this Franchise Agreement, the Grantee completed a voluntary upgrade of its Cable System. Concurrently, the Grantee modified its Cable System to a hybrid fiber coaxial, fiber-to-the-node System architecture, with fiber-optic cable deployed from the headend to the node and coaxial cable deployed from the node to Subscribers' homes. Active and passive devices are capable of passing a minimum of 750 MHz and capable of delivering high-quality analog or digital video signals meeting, or exceeding FCC technical quality standards. Cable System nodes are designed for Ordinance 09-034 Comcast Cable Franchise Page 6 of 27 future segmentation as necessary to maximize shared bandwidth. During the term of this Franchise Agreement, the Grantee agrees to Maintain the Cable System in a manner consistent with these specifications or better. 2. The Grantee shall comply with all applicable technical standards of the FCC as published in subpart K of 47 C.F.R. § 76. To the extent those standards are altered, modified, or amended during the term of this Franchise Agreement, the Grantee shall comply with such altered, modified or amended standards within a reasonable period after such standards become effective. The City shall have, upon written request,the right to review tests and records required to be performed pursuant to the FCC's rules. 3. In accordance with applicable law, the City shall have the right to regulate and inspect the Construction, operation and Maintenance of the Cable System in the public Rights-of-Way. Upon reasonable prior written notice and in the presence of the Grantee's employee, the City may review the Cable System's technical performance as necessary to monitor the Grantee's compliance with the provisions of this Franchise Agreement. All equipment testing under a technical performance review shall be conducted by the Grantee. Section 10. Cable Service. 1. Subject to the density considerations listed below,except in areas reserved for public travel or utility access not yet opened and accepted by the City as public Right-of-Way that the Grantee is specifically and lawfully prohibited from deploying its Cable System by the owner/developer,the Grantee shall provide Cable Service throughout the entire City. Areas subsequently annexed shall be provided with Cable Service within twelve(12)months of the time of annexation. 2. Access to Cable Service shall not be denied to any group of potential cable subscribers because of the income of the potential cable subscribers or the area in which such group resides. All residents requesting Cable Service and living within a Standard Installation of one hundred twenty-five (125) feet shall have the cable installed at no more than the prevailing published installation rate. In the event a request is made for Cable Service and the residence is more than a Standard Installation of one hundred twenty-five (125) feet, such installation shall be completed on a time and material cost basis for that portion of the service line extending beyond one hundred twenty-five(125)feet. 3. Upon request through the designated City representative, the Grantee shall provide, without charge and throughout the term of this Franchise Agreement, one (1) outlet, one (1) Converter, if necessary, and Basic Cable Service and expanded Basic Cable Service (i.e. together the equivalent of sixty (60) Channels of programming) or the future analog or digital equivalent of such Service Tiers offered by Grantee to the City's administrative buildings as designated by the City, fire station(s), police station(s), libraries and state accredited K-12 public and private school(s). a. If the drop line to such building exceeds a Standard Installation drop one hundred twenty-five (125) feet, the Grantee will accommodate the drop up to three hundred (300) feet if the City or other agency provides the necessary attachment point for aerial service or conduit pathway for underground service. If the necessary pathway is not provided the City or other agency agrees to pay the incremental cost of such drop in excess of one hundred twenty-five (125) feet or the necessary distribution line extension of the Cable System, including the cost of such excess labor and materials. The recipient of the Service will secure any necessary right of entry. b. The Cable Service will not be used for commercial purposes,and the outlets will not be located in areas open to the public excepting one (1) outlet to be located in a public lobby of any government building that will be used by the public for viewing public, governmental, or educational access Channels. The City will take reasonable precautions to prevent any use of the Ordinance 09-034 Comcast Cable Franchise Page 7 of 27 Grantee's Cable System in any manner that results in inappropriate use, loss or damage to the Cable System. Grantee hereby reserves all rights it may have under the law to seek payment from City for liability or claims arising out of the provision and use of the Cable Service required by this section. c. If additional outlets of Cable Service are provided to such buildings,the building occupant will pay the usual Installation fees, if any. 4. Grantee shall extend the System to any portion of the City after the date of the Franchise Agreement, when dwellings can be served by extension of the System past dwellings equivalent to a density of seven (7)dwellings per one-quarter(1/4)mile of cable contiguous to the System. Grantee may petition the City for a waiver of this requirement, such waiver to be granted for good cause shown. Such extension shall be at Grantee's cost. In areas not meeting the requirements of seven(7)or more dwellings per one-quarter(1/4)mile, for mandatory extension of Service, Grantee shall provide, upon the request of any potential subscribers desiring Service, an estimate of the costs required to extend Service to such Subscribers. Grantee shall then extend Service upon request and upon payment of an amount equal to the reasonable value of actual time and materials to be incurred by Grantee for such extension. Any customer drop not exceeding a Standard Installation drop of one hundred twenty-five (125) feet will be free of charge to the customer other than normal installation fees. For drops in excess of one hundred twenty- five(125)feet,Grantee may assess an amount equal to time and materials. Section 11. Programming. 1. All final programming decisions remain the discretion of Grantee in accordance with this Franchise Agreement, provided that Grantee notifies City and Subscribers in writing thirty(30)days prior to any Channel additions, deletions, or realignments, and further subject to Grantee's signal carriage obligations hereunder and pursuant to 47 U.S.C. § 531-536, and further subject to City's rights pursuant to 47 U.S.C. § 545. 2. Grantee will provide at least the following initial broad categories of programming to the extent such categories are reasonably available: a. Educational programming; b. News,weather and information; c. Sports; d. General entertainment including movies; e. Children,family oriented; f. Arts,culture and performing arts; g. Foreign language programming; and h. Science/documentary. 3. The Grantee shall offer to all Subscribers a diversity of Video Programming services and it will not eliminate any broad categories of programming without first obtaining the written approval of the City, such approval not to be unreasonably withheld. 4. Grantee shall notify in writing the City of its intent to eliminate any broad category of programming noted in 11.2. The City, or its designee, shall make a determination on such request not later than sixty (60) days after receipt of the request by Grantee. In the event that the City makes an adverse determination, such determination shall be in writing, along with a concise statement of the reasons therefore. In the event the City fails to make a determination within sixty(60) days after receipt of a request from Grantee, Grantee shall have the right to make the deletion contained in its written request. Ordinance 09-034 Comcast Cable Franchise Page 8 of 27 Section 12. Rates. 1. Throughout the term of this Franchise Agreement and upon request by the City, the Grantee shall provide an updated rate card to the City that details applicable rates and charges for Cable Services provided under this Franchise Agreement. This does not require the Grantee to file rates and charges under temporary reductions or waivers of rates and charges in conjunction with promotional campaigns. 2. Grantee shall provide a minimum of thirty (30) days' written notice to the City and each Subscriber before changing any rates and charges. 3. City may regulate rates for the provision of Cable Service provided over the System in accordance with applicable federal law, in particular 47 C.F.R. Part 76 subpart N. In the event the City chooses to regulate rates it shall, in accordance with 47 C.F.R. § 76.910, obtain certification from the FCC, if applicable. The City shall follow all applicable FCC rate regulations and shall ensure that appropriate personnel are in place to administer such regulations. City reserves the right to regulate rates for any future Cable Services to the maximum extent allowed by law. Section 13. PEG and Local Programming. 1. Commencing on the effective date of this Franchise Agreement,Grantee shall make available one(1)full-time Non-commercial multi jurisdictional PEG Channel(the"Government Channel")for future activation and joint use by the City,the City of Spokane and/or Spokane County for governmental access programming. The City shall provide Grantee with a minimum of forty-five(45)days prior written notice of an initial meeting to develop an implementation plan for activation of the Government Channel. 2. Grantee has historically delivered all PEG Channels available on its Cable System to its customers in the City whether or not such Channels were directly controlled by the City. Commencing on the effective date of this Franchise, and throughout the term of this Franchise, Grantee shall deliver those PEG Channels with whom the City has contracted for service,up to a maximum of six(6) Channels. Grantee shall continue to deliver those PEG Channels so long as the City's contracts are valid and the PEG Channels have content to distribute. The City shall provide copies of all PEG Channel contracts,and contract renewals,to Grantee within thirty(30)days of execution. 3. The City acknowledges that Grantee provides additional benefits to PEG programming needs beyond the requirement listed above. This is accomplished through the inclusion of other regional PEG programming within the regional Channel line-up that services the Franchise Area. The Grantee will endeavor to provide the Subscribers in the Franchise Area with the other regional PEG Channels so long as the PEG programmers offer them for use on the Cable System. 4. All PEG Channels provided to Subscribers under this Franchise shall be included by Grantee subject to applicable law. For all PEG Channels not under Grantee's control, Grantee shall insure that there is no material degradation in the signal that is received by Grantee for distribution by Grantee over the Cable System. 5. The City shall be responsible for all programming requirements for the Government Channel, including but not limited to scheduling,playback,training, staffing, copyright clearances, and equipment, maintenance and repair, unless responsibility for administering the Government Channel has been designated to a third party,which shall then become responsible for all programming requirements under this section. 6. The Grantee shall provide the PEG Channels as part of the Cable Service provided to any Subscriber,at no additional charge. If Channels are selected through a menu system,the PEG Channels Ordinance 09-034 Comcast Cable Franchise Page 9 of 27 shall be displayed as prominently as commercial programming choices offered by Grantee. Comcast will use reasonable efforts to minimize the movement of City-designated PEG Channel assignments and maintain common Channel assignments for compatible PEG programming. 7. At such time as the Grantee converts its Basic Cable Service Tier from an analog to a digital format,the City's PEG Channels will be carried on the digital platform and Grantee shall install,at its sole cost, such headend equipment to accommodate such Channels. Such PEG Channels shall be accessed by Subscribers through use of standard digital equipment compatible with Grantee's Cable System. 8. Within ninety (90) days of Grantee's acceptance of the Franchise, Grantee will remit to the City as a capital contribution in support of PEG capital requirements: (1) one hundred fifty thousand dollars ($150,000) and (2) an amount equal to thirty five cents ($0.35) per Subscriber per month to be paid to the City on a quarterly basis for the life of the Franchise. Grantee will recoup the initial one hundred fifty thousand dollars ($150,000) in an amount equal to twenty five cents ($0.25)per Subscriber per month until the amount is recovered in full. To be clear, during the recovery period,the Grantee will remit to the City an amount equal to ten cents($0.10)per Subscriber per month until the recovery of the initial PEG capital contribution is completed. After completion of the initial PEG capital contribution recovery, the Grantee will remit the entire thirty five cents ($0.35) per Subscriber per month to the City until the fifth year of the Franchise. Upon the fifth year anniversary date of the Franchise term, if the Grantee accepts the full continuation of the ten (10) year term, the Grantee will remit to the City, within ninety (90) days of the anniversary date, another upfront PEG capital contribution payment of one hundred fifty thousand dollars ($150,000), which will be recovered, recouped, and remitted to the City in the same manner as the initial PEG capital contribution payment. The City shall allocate all amounts under this subsection to PEG capital uses exclusively. Grantee shall not be responsible for paying the PEG capital contribution with respect to gratis or bad debt accounts. Consistent with 47 C.F.R. § 76.922, Grantee may, in its sole discretion, add the cost of the PEG capital contribution to the price of Cable Services and to collect the PEG capital contribution from Subscribers. In addition, consistent with 47 C.F.R. § 76.985, all amounts paid as the PEG capital contribution may be separately stated on Subscribers' bills as a City of Spokane Valley PEG capital contribution. Upon Grantee's written request and due as agreed upon by both parties,the City shall provide the Grantee with documentation showing expenditures for PEG capital use of the previous fiscal years' PEG capital contribution and showing the budgeted use of the current year's PEG funding. In the event the City cannot demonstrate that PEG capital funding was used or budgeted for PEG capital needs, Grantee's PEG funding obligations going forward shall be reduced by an equivalent amount. 9. Within ninety (90) days of request, the Grantee shall provide an estimate of costs associated with the construction and activation of one return path capable of transmitting Video Programming to enable the distribution of the City's specific government access programming to Subscribers on the multi- jurisdictional PEG Channel. The return line shall run from a location to be determined by the City to the Grantee's Facilities. Within two hundred seventy (270) days of the City's directive, the Grantee shall Construct and activate a return line in accordance with the cost estimate previously provided. The City agrees to pay the costs of the return line within sixty(60) days of Construction/activation and receipt of an invoice from the Grantee. Section 14. Institutional Network Connections. Upon request of the City, the Grantee shall investigate and provide the City a plan with a cost estimate based on either a managed network or the most cost efficient connection utilizing current technology to accommodate the City's reasonable broadband capacity needs for a non-commercial connection between the City's facilities. For the purposes of this section, non-commercial means private network communications from and among the Ordinance 09-034 Comcast Cable Franchise Page 10 of 27 City and other public agencies and excludes leasing or reselling the broadband capacity to a third party for any purpose. After receiving a request from the City, Grantee shall provide the City a plan, including an estimate of the Construction costs, within ninety (90) days. The cost estimate shall include the fully allocated Construction cost from the nearest Grantee identified fiber access location to the requested site(s), including, but not limited to, site construction, fiber, labor, materials and Grantee provided equipment. The City shall pay all of Grantee's design engineering costs associated with development of the requested plan and cost estimate(s), if the City does not accepted the plan for Construction. To approve the Grantee to perform the work,the City shall provide the Grantee with written authorization to complete the connectivity Construction and a purchase order in the amount of the cost estimate. Any connectivity Construction shall be performed and completed within six (6) months after the City authorizes the work be performed, unless the parties agree in writing to a different completion date prior to commencement of the work in order to accommodate special considerations of the City. Section 15. Parental Control. 1. Grantee shall provide Subscriber controlled Lockout Devices (audio and visual) at a reasonable charge to Subscribers upon their request. 2. As to any program which is transmitted on a Channel offered on a per Channel or per program basis, Grantee shall block entirely the audio and video portion of such program from reception by any Subscriber who so requests. Scrambling of the signal shall not be sufficient to comply with this provision. Section 16. Recovery of Costs. Grantee shall reimburse the City for all costs of one publication of this Franchise in a local newspaper, and required legal notices prior to any public hearing regarding this Franchise,contemporaneous with its acceptance of this Franchise. Section 17. Least Interference. The City shall have prior and superior right to the use of its Rights-of-Way for installation and maintenance of its facilities and other governmental purposes. Work by Grantee in the Right-of-Way shall be done in a manner that causes the least interference with the rights and reasonable convenience of property owners and residents. The owners of all facilities, public or private, installed in or on such public properties prior to the installation of the Facilities of the Grantee, shall have preference as to the positioning and location of such utilities with respect to the Grantee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such Right-of-Way. Disputes between the Grantee and other parties over the use, pursuant to this Franchise agreement,of the Rights-of-Way shall be submitted to the City for recommended resolution. This Franchise shall, in no way,prevent or prohibit the City from using any of its Rights-of-Way, or affect its jurisdiction over them or any part of them. The City hereby retains its full police power to make all changes, relocations, repairs, maintenance, establishments, improvements, dedications or vacation of same, including the dedication, establishment, maintenance, and improvement of all new Rights-of-Way. Section 18. Construction Standards. All work authorized and required hereunder shall comply with all generally applicable City codes and regulations.Grantee shall also comply with all applicable federal and state regulations, laws and practices. Grantee is responsible for the supervision, condition, and quality of the work done,whether it is by itself or by contractors, assigns or agencies. Section 19. Restoration After Construction. If in connection with the Construction, operation, Maintenance, upgrade, repair or replacement of the Cable System, the Grantee disturbs, alters, or damages any public or private property,the Grantee agrees that it shall at its own cost and expense pay for any damage and replace and restore any such property to a condition reasonably comparable to the condition existing Ordinance 09-034 Comcast Cable Franchise Page 11 of 27 immediately prior to the disturbance. Whenever Grantee disturbs or damages any Right-of-Way or other Public Property, Grantee shall complete the restoration work within a reasonable time as authorized by the City's Public Works Director. Section 20. Obstruction Permits Required. Grantee shall apply for and obtain appropriate obstruction permits from the City pursuant to the Spokane Valley Municipal Code. Grantee shall pay all generally applicable permit fees for the requisite City permits and reimburse the City for all generally applicable fees incurred by the City in the examination,inspection,and approval of Grantee's work. Section 21. Emergency Response. The Grantee shall maintain with the City an emergency response number providing an emergency 24-hour response for the City to use in case of an emergency. After being notified of an emergency, Grantee shall cooperate with the City and make every effort to immediately respond with action to aid the protection the health and safety of the public. Section 22. Hazardous Substances. Grantee shall comply with all applicable state and federal laws concerning hazardous substances relating to Grantee's Facilities in the Right—of-Way. Section 23. Environmental. Grantee shall comply with all applicable state and federal laws concerning environmental protection relating to Grantee's Facilities in the Right—of-Way. Section 24. Movement and Relocation of Facilities. The following shall apply when it is necessary to relocate Grantee's Facilities: 1. Relocation of Facilities at the request of a third party. a. If any removal, replacement, modification or disconnection of the Cable System is required to accommodate the construction, operation or repair of the facilities or equipment of another City cable franchise holder(s), Grantee shall, after at least thirty(30) days advance written notice,take action to effect the necessary changes requested by the responsible entity, as long as the other cable franchise holder(s)pay for the Grantee's time and material costs associated with the project and Grantee is issued a permit for such work by the City. b. The Grantee shall, upon reasonable prior written request of any Subscriber, relocate its aerial distribution cable Facilities underground, as long as the Subscriber pays for the Grantee's time and material costs associated with the project and Grantee is issued a permit for such work by the City. c. In the event an underground conversion of cable Facilities is required as part of the street improvement condition(s) of a new land use development, not associated with a City designated capital improvement project, this Franchise shall in no way limit the Grantee's right to bill and collect in advance all time and material costs associated with the underground conversion of the Cable System from the Person responsible for the land use development project. d. At the request of any Person holding a valid permit and upon reasonable advance notice and payment by the permit holder of Grantee's expenses of such temporary change, Grantee shall temporarily raise, lower or remove its Facilities as necessary to accommodate a permittee of the City. Ordinance 09-034 Comcast Cable Franchise Page 12 of 27 2. Relocation at Request of the City. a. Upon at least sixty(60)days prior written notice to Grantee,the City shall have the right to require Grantee to relocate any part of the Cable System within the 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 may, at its option,provide more than sixty(60)days notice. After receipt of such notice,Grantee shall complete relocation of its Facilities at least five(5)days prior to commencement of the project or an agreed upon date by both parties. Should Grantee fail to remove or relocate any such Facilities by the date established by the City,the City may effect such removal or relocation, 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 Rights-of-Way,the City shall make a reasonable effort to provide Grantee with an alternate location within the Right-of-Way. If public funds are available to any Person using such Rights-of-Way for the purpose of defraying the cost of any of the foregoing, the Grantee may make application for such funds. b. In the case of relocation projects where the City hires and designates an independent contractor to accommodate and coordinate conversion of overhead utilities within a City capital improvement project,then the Grantee shall participate in the joint trenching portion of the project,and Grantee shall pay to the Grantee's portion of the traffic control and trench costs, including excavation and other associated costs,trench bedding, and backfill commensurate with Grantee's proportionate share of trench usage. However, if bids from the City or it's designated contractor for placement of Grantee's conduits and vaults/pedestals in the supplied joint trench, in the reasonable estimation of the Grantee are not acceptable,the Grantee shall have the option to utilize contractor(s)of its choice to complete the required work, so long as use by Grantee of its contractor(s)does not delay the City project. The City or it's designated contractor shall coordinate with the Grantee's contractor(s)to provide reasonable notice and time to complete the placement of the Grantee's Facilities in the supplied joint trench. c. Nothing in this Franchise shall prevent the City from constructing any public work or capital improvement. Further,the City shall have the right to require Grantee to relocate,remove, replace,modify or disconnect Grantee's Facilities and equipment located in the Rights-of-Way or on any other property of the City in the event of an emergency or when necessary to protect or further the health, safety or welfare of the general public, and such work shall be performed at Grantee's expense. Following notice by the City, Grantee shall relocate,remove, replace,modify or disconnect any of its Facilities or equipment within any Right-of-Way, or on any other property of the City. d. If the Grantee fails to complete the above work within the time prescribed by the City,given the nature and extent of the work,or if it is not done to the City's reasonable satisfaction,the City may cause such work to be done and bill the reasonable cost of the work to the Grantee, including all reasonable costs and expenses incurred by the City due to Grantee's delay. In such event,the City shall not be liable for any damage to any portion of Grantee's Cable System. Grantee shall pay the City within ninety(90)days of receipt of an itemized list of those costs. The City shall give consideration to any circumstances outside the Grantee's control preventing Grantee's completion of work. Section 25. Tree Trimming. The Grantee shall have the authority to conduct pruning and trimming for access to Cable System Facilities in the Rights-of-Way subject to compliance with the City Code. All such trimming shall be done at the Grantee's sole cost and expense. The Grantee shall be responsible for any damage caused by such trimming. Ordinance 09-034 Comcast Cable Franchise Page 13 of 27 Section 26. Vacation. The City may vacate any City road, Right-of-Way or other City property which is subject to rights granted by this Franchise, but the Grantee shall be provided notice of such vacation proceedings and the opportunity to secure future use rights as allowed under the City's Municipal Code. Section 27. Abandonment of Grantee's Facilities. No Facility Constructed or owned by Grantee may be abandoned without the express written consent of the City. Section 28. Maps,Books, and Records. 1. Grantee shall provide to the City upon request: a. A route map that depicts the general location of the Cable System Facilities placed in the Rights- of-Way. The route map shall identify Cable System Facilities as aerial or underground and is not required to depict cable types,number of cables,electronic equipment,and service lines to individual Subscribers. The Grantee shall also provide, if requested, an electronic format of the aerial/underground Facilities in relation to the Right-of-Way centerline reference to allow the City to add this information to the City's GIS program;and b. A copy of all FCC filings which relate to the operation of the Cable System in the Franchise Area. 2. To the extent such requests are limited to specific Facilities at a given location within the Franchise area in connection with the construction of any City project, Grantee shall cooperate with the City , upon the City's reasonable request, to field locate its Facilities in order to facilitate design and planning of City improvement projects. 3. The City has the right to inspect books and records of Grantee,which are reasonably necessary to monitor the Grantee's compliance with the provision of Cable Services under this Franchise Agreement. Within receipt of written notice from the City to inspect the Grantee's books and records under this section, the Grantee shall within five (5) business days or a mutually agreeable date and time, accommodate the City's request at the Grantee's business office in the City, during Normal Business Hours, and without unreasonably interfering with the Grantee's business operations. All such documents pertaining to financial matters shall be preserved and maintained in accordance with Grantee's standard record retention policy except for financial records which are governed by Section 4.4. 4. The City has the right to request a copy of the books and records that are not identified as proprietary or confidential. For purposes of this section, the terms "proprietary or confidential" include, but are not limited to, information relating to the Cable System design, customer lists, marketing plans, financial information unrelated to the calculation of franchise fees or rates pursuant to FCC rules, or other information that is reasonably determined by the Grantee to be competitively sensitive. a. The City shall have a right to inspect but the Grantee shall not be required to release information that it reasonably deems to be proprietary or confidential in nature provided that this shall not prevent the release of such proprietary or confidential documents for purposes of any enforcement proceeding where appropriate legal steps are available to address Grantee's concerns regarding confidentiality. The City agrees not to oppose any of the Grantee's requests for confidentiality. In the event the Grantee asserts that certain information is proprietary or confidential in nature, the Grantee shall identify generally the information which it deems proprietary and confidential and the reasons for its confidentiality in writing to the City. Each page of such information provided will be clearly marked as "proprietary and confidential." The City agrees to treat any information disclosed by the Grantee as confidential and only to disclose Ordinance 09-034 Comcast Cable Franchise Page 14 of 27 it to those employees, representatives, and agents of the City that have a need to know in order to enforce this Franchise Agreement and who agree to maintain the confidentiality of all such information. The Grantee shall not be required to provide customer information in violation of Section 631 of the Cable Act or any other applicable federal or state privacy law. b. Grantee acknowledges that information submitted to the City may be subject to inspection and copying under the Washington Public Disclosure Act codified in RCW 42.56. The.City agrees to timely provide the Grantee with a copy of any public disclosure request to inspect or copy documentation/information which the Grantee has provided to the City and marked as "proprietary and confidential" prior to allowing any inspection and/or copying as well as provide the Grantee with a time frame, consistent with RCW 42.56.520, to provide the City with its written basis for non-disclosure of the requested documentation/information. In the event the City disagrees with the Grantee's basis for non-disclosure, the City agrees to withhold release of the requested documentation/information in dispute for a reasonable amount of time to allow Grantee an opportunity to file a legal action under RCW 42.56.540. Section 29. Reports. 1. File for Public Inspection. Throughout the term of this Franchise Agreement, the Grantee shall maintain at its business office, in a file available for public inspection during Normal Business Hours,those documents required pursuant to the FCC's rules and regulations. 2. Complaint File and Reports. Grantee will keep an accurate and comprehensive file of all Complaints regarding the System and Grantee's actions in response to those Complaints in a manner consistent with the privacy rights of Subscribers. Upon thirty (30) days written request, Grantee will provide a report to the City that contains total number and summary of all Complaints received by category, length of time taken to resolve and action taken to provide resolution. 3. Annual Report. No later than March 31st of each year, if requested by the City, Grantee shall file a written report with the City,which shall include: a. a summary of the previous calendar year's activities in development of this System, including but not limited to Services begun or dropped,number of Subscribers (including gains and losses), homes passed, and miles of cable distribution plant in service (including different classes if applicable); b. a Gross Revenue statement for the preceding fiscal year and all deductions and computations for the period, and such statement shall be reviewed by a certified public accountant, who may also be the chief financial officer or controller of Grantee; c. a current statement of cost of any Construction by component category; d. a summary of Complaints, identifying the number and nature of Complaints and their disposition; e. if a Grantee is a corporation, a list of officers and members of the board and the officers and board members of any parent corporation; f. a list of all partners or stockholders holding one percent or more ownership interest in a Grantee and any parent corporation; provided,however,that when any parent corporation has in excess of one thousand shareholders and its shares are publicly traded on a national stock exchange,then a list of the twenty largest stockholders of the voting stock of such corporation shall be disclosed; Ordinance 09-034 Comcast Cable Franchise Page 15 of 27 g. a copy of all of a Grantee's written rules and regulations applicable to Subscribers and users of the Cable System; h. any additional information related to operation of the Cable System as reasonably requested by the City. 4. Customer Service Reports. Grantee shall maintain a quarterly compliance report specific to the System in the Franchise Area and shall provide such report to the City at the request of the City. Such report shall demonstrate Grantee's compliance with the customer service standards set forth herein. 5. Grantee shall,upon request of the City,make available to the Public Works Director a description of Construction plans for the following twelve months. 6. Grantee shall,upon request of the City,make available a copy of the final report on each proof of performance test of each technical parameter defined in Part 76 of the Rules and Regulations of the FCC. Section 30. Customer Service Standards 1. The Grantee shall comply in all respects with the customer service standards contained herein. 2. Grantee shall comply at all times with all applicable federal, state and local laws and regulations regarding discrimination,as adopted or amended. 3. In providing Service, Grantee shall maintain a convenient local customer service location in either the City of Spokane or the City for receiving Subscriber payments, handling billing questions, equipment replacement and dispensing customer service information. Also, the Grantee will endeavor to accommodate a bill payment location in the City as long as there is an acceptable 3`d party vendor available to support the service in accordance with the Grantee's business practices. 4. When similar Complaints have been made by a number of Subscribers, or where other evidence exists which, in the reasonable judgment of the City, casts doubt on the reliability or quality of the Cable Service, the City, notwithstanding any other provisions of this Franchise Agreement, shall have the right and authority to require that Grantee test, analyze and report on the performance of the System relative to applicable technical standards of the FCC. Upon 30-day prior written notice from the City,the Grantee shall fully cooperate with the City in performing such testing and shall prepare a written report of the results,if requested. 5. Grantee shall satisfy the consumer protection and service standards as outlined below during the term of this Franchise Agreement. a. Cable System office hours and telephone availability: i. Grantee will maintain a local, toll-free or collect call telephone access line which will be available to its Subscribers twenty-four hours a day, seven days a week. 1. Trained Grantee representatives will be available to respond to customer telephone inquiries during Normal Business Hours. 2. After Normal Business Hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries Ordinance 09-034 Comcast Cable Franchise Page 16 of 27 received after Normal Business Hours must be responded to by a trained Grantee 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 seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty seconds. These standards shall be met no less then ninety percent of the time under Normal Operating Conditions,measured on a quarterly basis. iii. Grantee shall possess equipment to measure compliance with the telephone answering standards above. iv. Under Normal Operating Conditions,the customer will receive a busy signal less than three percent of the time. v. Customer service center and bill payment locations will be open at least during Normal Business Hours. b. Installations, Outages and Service Calls. Under Normal Operating Conditions, each of the following standards will be met no less than ninety-five percent of the time measured on a quarterly basis: i. Standard Installations will be performed within seven business days after an order has been placed. 1. The "appointment window" alternatives for installations, service calls and other installation activities will be either a specific time or, at maximum, a four- hour time block during Normal Business Hours. (Grantee may schedule service calls and other installation activities outside of Normal Business Hours for the express convenience of the customer.) 2. Grantee may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. 3. If Grantee's representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the Grantee shall use its best efforts to contact the customer prior to the time of the scheduled appointment. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 4. Under Normal Operating Conditions, if Grantee cannot perform installations within the times specified in applicable customer standards, the Grantee shall offer the Subscriber a credit equal to the charge for a Standard Installation or other compensation of equal or greater value. For non-Standard Installation, Grantee shall attempt to contact a Subscriber requesting an estimate of charges within seven business days of receiving the request by the Subscriber. This subsection does not apply to the introduction of new products and services when Grantee is utilizing a phased introduction. ii. Excluding conditions beyond the control of Grantee, Grantee will begin working on "Service Interruptions" promptly and in no event later than twenty-four hours after the Ordinance 09-034 Comcast Cable Franchise Page 17 of 27 interruption becomes known. Grantee must begin actions to correct other Service problems the next business day after notification of the Service problem. Grantee shall resolve all Service Interruptions to the extent reasonably possible within forty-eight hours under Normal Operating Conditions. 1. In those cases where Service is not restored within twenty-four hours due to unusual circumstances, the reasons for the delay shall be fully documented in an outage log. 2. Under Normal Operating Conditions, if after twenty-four hours Service is not restored to a Subscriber, Grantee shall, upon a Subscriber's request, provide a refund or credit or other compensation of equal or greater value. 3. As Subscribers are connected or reconnected to the System, Grantee shall, by appropriate means such as a card or brochure, furnish general Subscriber information (including, but not limited to, terms of Service and procedures for making inquiries or Complaints, including the name, address and local telephone number of the employee or employees or agent to whom such inquiries or Complaints are to be addressed) and furnish information concerning the City office responsible for the administration of the Franchise Agreement, including the address and telephone number of said office. c. Communications between Grantee and Subscribers. i. Notifications to Subscribers. 1. Grantee shall provide written information on each of the following areas at the time of installation of Service, at least annually to all Subscribers,and at any time upon request to Subscriber or the City: a. Products and Services offered. b. Prices and options for programming services and conditions of subscription to programming and other services. c. Installation and Service Maintenance policies. d. Instructions on how to use the Cable Service. e. Channel positions of the programming carried on the System; and f. Billing and Complaint procedures, including the address and telephone number of the City. ii. Rate/Programming Changes. 1. Subscribers will be notified of any changes in rates, programming services or Channel positions as soon as possible in writing. Notice must be given to Subscribers a minimum of thirty days in advance of such changes if the changes are within the control of the Grantee. In addition, the Grantee shall notify Subscribers thirty days in advance of any significant changes in the other Ordinance 09-034 Comcast Cable Franchise Page 18 of 27 information required by this section. Grantee shall not be required to provide prior notice of any rate changes as a result of a regulatory fee, franchise fee or other fees,tax, assessment or charge of any kind imposed by any federal agency, state or City on the transaction between the Grantee and the Subscriber. 2. The City recognizes that the Grantee voluntarily provides a qualified discount program for senior and disabled customers. The Grantee commits that it will continue the program over the term of the Franchise. The Grantee will notify the City and customers regarding changes to the existing qualified discount program consistent with the above notification requirements. 3. All programming decisions remain the discretion of Grantee in accordance with this Franchise Agreement, provided that Grantee notifies City and Subscribers in writing thirty days prior to any Channel additions, deletions or realignments directed to each Subscriber individually through mailed notice or as an insert or addendum to the Subscriber's monthly bill, email or other means reasonably calculated to give the Subscriber and the City advanced notice, and further subject to Grantee's signal carriage obligations hereunder and pursuant to 47 U.S.C. § 531-536, and further subject to City's rights pursuant to 47 U.S.C. § 545. Location and relocation of the PEG Channels shall be governed by this Franchise Agreement, and further to the programming category requirements contained within this Franchise Agreement. iii. Billing. 1. Bills will be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and Premium Service charges and equipment charges. Bills will also clearly delineate all activity during the billing period,including optional charges, rebates and credits. 2. Billing Complaints shall be responded to promptly, but in no event later than within seven days of receipt. iv. Refunds. Refund checks will be issued promptly,but no later than either: 1. the Subscriber's next billing cycle following resolution of the request or thirty days,whichever is earlier; or 2. the return of the equipment supplied by Grantee if Service is terminated. v. Credits. Credits for Service will be issued no later than the Subscriber's next billing cycle following the determination that a credit is warranted. vi. Subscriber Charges. A list of Grantee's current Subscriber rates and charges for Cable Service shall be maintained on file with City and shall be available for public inspection. 6. The Grantee shall comply with all applicable federal and state privacy laws, including Section 631 of the Cable Act and regulations adopted pursuant thereto. Ordinance 09-034 Comcast Cable Franchise Page 19 of 27 Section 31. Cable Advisory Board. City reserves the right to maintain a Cable Advisory Board over the term of this Franchise Agreement for advisory purposes only. The Grantee agrees to cooperate with reasonable requests for information,through the designated City representative, to support the Cable Advisory Board. Section 32. City Ordinances and Regulations. Grantee, through this Franchise, is granted the right to operate its Cable System using the Rights-of-Way within the Franchise Area. Such use must be in compliance with generally applicable Municipal Code and Regulations. In the event of a conflict between the Municipal Code and Regulations and this Franchise,this Franchise shall control subject to the limitation of the City's exercise of the police powers set forth below. Subject to federal and state preemption, the material terms and conditions contained in this Franchise may not be unilaterally altered by the City through subsequent amendments to any ordinance, regulation, resolution or other enactment of the City, except within the lawful exercise of the City's police power. Grantee has the right to challenge any City ordinance or regulation that conflicts with its rights under this Franchise. Grantee acknowledges that its rights hereunder are subject to the police powers of the City to adopt and enforce ordinances necessary to protect the health, safety and welfare of the public, and Grantee agrees to comply with all applicable laws and ordinances enacted by the City pursuant to such power so long as the same do not unduly discriminate against Grantee. Section 33. Franchise Agreement and Modification. This Franchise Agreement is a contract between the City and the Grantee, negotiated in good faith and binding upon both parties. The City and Grantee hereby reserve the right to alter, amend or modify the terms and conditions of this Franchise upon written agreement of both parties. Section 34. Indemnification. The Grantee shall, at its sole cost and expense, indemnify and hold harmless the City, its officials, boards, commissions, agents and employees against any and all third party claims, suits, causes of action, proceedings, and judgments for injury, loss, or damage arising out of the Construction, reconstruction, use, operation, ownership and Maintenance of the Cable System under this Franchise Agreement, except that no such requirement shall apply where such claims, suits,causes of actions, proceedings, and judgments for damage are occasioned by the active negligence, gross negligence or intentional acts of the City or its officials, boards, commissions, agents and employees while acting on behalf of the City. These damages shall include, but not be limited to, claims made against the City by the Franchisee's employees from which the Franchisee would otherwise be immune under Title 51 RCW, penalties arising out of copyright infringements and damages arising out of any failure by the Grantee to secure consents from the owners, authorized distributors or licensees of programs to be delivered by the Grantee's Cable System whether or not any act or omission complained of is authorized, allowed, or prohibited by this Franchise Agreement. Indemnified expenses shall include, but not be limited to, all out-of-pocket expenses, such as costs and attorneys' fees, and shall also include the reasonable value of any services rendered by the City Attorney, Assistant City Attorneys or any outside consultants employed by the City. Grantee shall not be required to provide indemnification to City for programming cablecast over the Access Channel administered by City. The City shall give the Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this section,but failure to give notice is not a defense to the indemnification obligations except to the extent of actual prejudice. In the event any such claim arises, the City or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend, through services of competent counsel satisfactory to the City, settle or compromise any claims arising thereunder. If the City determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the City. Ordinance 09-034 Comcast Cable Franchise Page 20 of 27 Section 35. Insurance. 1. Upon the granting of this Franchise Agreement and following simultaneously with the filing of the acceptance of this Franchise Agreement and at all times during the term of this Franchise Agreement, the Grantee shall obtain, pay all premiums for, and deliver to the City,written evidence of payment of premiums for and a certificate of insurance,naming the City as an additional insured,with a company licensed to do business in the State of Washington with a rating by A.M. Best and Co. of not less than "A"or equivalent, for the following: a.A comprehensive commercial or general liability insurance policy or policies, issued by an insurance carrier licensed to do business in the State of Washington. Said policy or policies shall pay on behalf of and defend the City, its officials,boards, commissions,agents or employees from any and all claims by any Person whatsoever(including the costs, defense costs,attorneys' fees and interest arising therefrom)on account of personal injury,bodily injury or death of a Person or Persons or damages to property occasioned by the operations of the Grantee under this Franchise Agreement, or alleged to have been so caused or occurred,with a minimum combined single limit of One Million and No/100 Dollars($1,000,000)per occurrence and$2,000,000 general aggregate for personal injury,bodily injury and property damage. b.A comprehensive automobile liability insurance policy or policies, issued by an insurance carrier licensed to do business in the State of Washington. Said policy or policies shall pay on behalf of and defend the City, its officials,boards,commissions,agents or employees from any and all claims by any Person whatsoever(including the costs, defense costs,attorneys' fees and interest arising therefrom)for bodily injury and property damage occasioned by any vehicle operation of the Grantee, or alleged to have been so caused or occurred,with a minimum liability of One Million and No/100 Dollars($1,000,000)per Person and Five Million and No/100 Dollars ($5,000,000)in any one(1)accident or occurrence. 2. Not less than thirty (30) days prior to its expiration, Grantee shall deliver to City, a substitute, renewal or replacement policy or bond conforming to the provisions of this Franchise Agreement. Section 36. Performance Bond. 1. Within sixty(60)days of the effective date of this Franchise, Grantee will provide a performance bond to the City, in the total sum of$250,000.00 which will remain in effect for the term of this Franchise. The performance bond is to ensure the faithful performance of Grantee's obligations under the Franchise including the payment by the Grantee of any penalties, claims, liens,fees,or taxes due the City which arise by reason of the operation,Maintenance, or Construction of the Cable System within the Franchise Area. 2. If the Franchise is terminated, or upon expiration or renewal, or transfer of the Franchise,the City will return the original bond or sign the necessary documentation to release the bond promptly if Grantee does not owe funds to the City or is not in default of a material provision of the Franchise. Section 37. Remedies to Enforce Compliance. 1. This section does not apply to revocation of the Franchise Agreement. Whenever the City seeks to enforce the Franchise Agreement, it shall first provide written notice to the Grantee of the nature of the problem and requested action, together with any applicable time frame for response. Any time limits here or elsewhere in the Franchise Agreement may be modified by written stipulation of the City and Grantee, except time limits relating to revocation of this Franchise Agreement or where otherwise required by law must be approved by the City Council. Ordinance 09-034 Comcast Cable Franchise Page 21 of 27 2. Except in case of urgency or public need relating to management of the public Right-of-Way as reasonably determined by the City, the Grantee has thirty (30) days from receipt of such notice to respond in writing to the City official sending the notice: a. contesting it;or b. accepting it and agreeing to cure as requested within time limits specified; or c. requesting additional time or other modifications. In such event, Grantee shall promptly take all reasonable steps to cure the default,keeping the City informed as to the steps to be taken and a projected completion date. 3. If the City is not satisfied with the Grantee's response, both parties shall meet informally to discuss the matter. If these discussions do not lead to resolution of the problem, the City shall notify the Grantee in writing. Grantee may thereafter request a hearing thereafter as provided in this Franchise. 4. No provision of this Franchise affects the right of either party to seek judicial relief from a violation of any provision of this Franchise, or any regulation or directive under this Franchise. The existence of other remedies under this Franchise does not limit the right of either party to recover monetary damages, or to seek judicial enforcement of obligations by specific performance, injunctive relief or mandate,or any other remedy at law or in equity. Section 38. Liquidated Damages. 1. Because Grantee's failure to comply with the provisions of this Franchise Agreement will result in damage to the City and because it will be impractical to determine the actual amount of such damages, the City and Grantee hereby agree upon and specify certain amounts set forth hereafter in this section which represent both parties' best estimate of the damages. Penalties associated with franchise fee non-payments are not subject to this section. 2. The City shall specify any damages subject to this section and shall include such information in the notice sent to Grantee required under Section 37. Such a notice may provide for damages sustained prior to the notice where so provided,and subsequent thereto pending compliance by Grantee. 3. To the extent that the City elects to assess liquidated damages as provided in this section and such liquidated damages have been paid, the parties agree that this shall be the City s sole and exclusive damage remedy in lieu of actual damages; provided, that this shall not limit the right of the City to seek equitable or other relief as reserved in Section 39. 4. Unless otherwise provided, liquidated damages do not accrue after the timely filing of a request for hearing by Grantee until the time of a decision from the hearing. Nothing in this section prevents the parties from settling any dispute relating to liquidated damages by mutual stipulation. 5. Grantee may cure the breach or violation within the time specified to petition for review to the City's satisfaction,whereupon no liquidated damages are assessed. 6. After fulfilling the procedure required under Section 37, Grantee has thirty (30) days to pay such amounts, or Grantee may seek review of any assessment of liquidated damages under Section 39. Liquidated damages shall be immediately payable from the performance bond, if review is not sought or if not paid within the thirty(30)day period by the Grantee. Ordinance 09-034 Comcast Cable Franchise Page 22 of 27 7. Schedule of Liquidated Damages. Liquidated damages are set as follows. All amounts accrue per day but not beyond the number of days to exceed the amount of$10,000 per twelve(12)month period unless specifically provided. Nothing requires the City to assess liquidated damages, acting in its sole discretion,but such event does not operate as waiver or estoppel upon the City. 8. Pursuant to the requirements outlined herein, liquidated damages shall not exceed the following amounts: a. five-hundred dollars ($500.00) per day for failure to provide cable service as promised in Section 9 of this Franchise Agreement; one-hundred dollars ($100.00) per day for material departure from the FCC technical performance standards; fifty dollars($50.00)per day for failure to provide the PEG Channel or any PEG Fee related thereto which is required hereunder; one- hundred dollars ($100.00)per day for each material violation of the Customer Service Standards; twenty five dollars ($25.00) per day for failure to provide reports or notices as required by this Franchise; and one hundred dollars ($100.00) per day for any material breaches or defaults not enumerated herein. b. Where Grantee has three (3) or more of the same violation or breach events (an "event" may involve multiple customers, but is discrete in time or circumstances) within any twelve (12) month period, all applicable damages amounts are doubled. Section 39. Hearings. Grantee may request a hearing as follows: 1. Grantee files a written request within fourteen (14) days of receipt of a decision it wants reviewed with the City Manager. The request does not stay the effect of the decision or obligation to comply or exercise of any remedy available to the City except as otherwise provided. The City Manager may conduct the hearing or appoint an alternate hearings officer, who shall not be the Person issuing the order or such Person's subordinate. For matters exceeding $25,000 reasonably estimated value in controversy as determined by the City Manager, the Grantee may file a request that the City Hearings Examiner conduct the hearing. A reasonable filing fee may be set by the Hearings Examiner or generally applicable ordinances. 2. The hearing may be informal and shall be conducted within twenty(20) days,with at least ten (10)days prior notice to both sides. The official conducting the hearing is responsible to keep a record of any materials submitted and shall record the hearing by video or audio tape, for matters exceeding $25,000 reasonable estimated value amount in controversy. A written decision shall be issued within ten (10) days. Either party may appeal the decision to a court of competent jurisdiction within thirty (30) days. 3. Except where otherwise provided, at the conclusion of the City hearings process, if Grantee remains in default, it shall correct said default in fifteen(15) days or as otherwise ordered by the City. In the event the Grantee does not cure within such time to the City's reasonable satisfaction,the City may: a. seek specific performance of any provision that reasonably lends itself to such remedy as an alternative to damages, or seek other equitable relief; and/or b. assess liquidated damages resulting from Grantee's default if not already done or await the conclusion of the judicial process. 4. Where Grantee seeks judicial review and ultimately prevails, any money judgment against the City shall be paid or may thereafter be offset by Grantee, in Grantee's discretion, against further franchise Ordinance 09-034 Comcast Cable Franchise Page 23 of 27 fee payments due to the City. In such event, Grantee shall notify the City at least sixty(60)days prior to apply the offset. 5.Nothing herein limits the City's right to seek to revoke this Franchise Agreement in accordance with Section 40. Section 40. Revocation. 1. The City may revoke this Franchise Agreement and rescind all rights and privileges associated with this Franchise Agreement in the following circumstances: a. Grantee abandons the Cable System,fails to cure a non-payment of a quarterly franchise fee within 30 days of the required payment date,or terminates the Cable System's operations; or b. Grantee has a pattern of failing to perform the material obligations listed under Section 38.8 of this Franchise Agreement; or c. Grantee attempts to evade any material provision of this Franchise Agreement or practices any fraud or deceit upon the City or Subscribers. 2. Prior to revocation of the Franchise Agreement,the City shall give written notice to the Grantee of its intent to revoke the Franchise Agreement, setting forth the exact nature of the noncompliance. The Grantee shall have thirty(30)days from such notice to object in writing and to state its reasons for such objection and provide any explanation. In the event the City has not received a timely and satisfactory response from the Grantee, it may then seek a revocation of the Franchise Agreement by the City Council in accordance with this section. 3. The Grantee may file a revocation hearings request within 14 days of the City's written notice of intent to revoke the franchise with the City Hearings Examiner. A reasonable filing fee may be required pursuant to generally applicable ordinances. Any revocation hearing under this subsection shall be consistent with Spokane Valley Municipal Code 17.90, except as specifically set forth below. This shall provide the Grantee a fair opportunity for full participation, including the right to be represented by legal counsel, and to introduce evidence. Within 20 days of the hearing,the Hearing Examiner shall issue a recommendation to the City Council. At the next available City Council meeting with notice provided to the Grantee, the City Council shall review the City Hearing Examiner's record and recommendation, allowing the Grantee an opportunity to state its position on the matter reserving the right to set reasonable time limits. Within sixty (60) days after the review, the City Council shall determine whether to revoke the Franchise Agreement; or if the breach at issue is capable of being cured by the Grantee, direct the Grantee to take appropriate remedial action within the time and in the manner and on the terms and conditions that the City Council determines are reasonable under the circumstances. The City Council shall issue a written decision and shall transmit a copy of the decision to the Grantee. Any appeal of the decision by the City Council shall be to Spokane County Superior Court within thirty (30) days of adoption of the decision. Upon timely appeal, the effect of the revocation is stayed pending final judicial resolution, but this shall not affect accrual of penalties or the right of the City to take any other enforcement action, including curing the default at Grantee's expense and liability, also subject to judicial review. The parties shall be entitled to such relief as the court may deem appropriate. 4. The Council may in its sole discretion take any lawful action that it deems appropriate to enforce the City's rights under the Franchise Agreement in lieu of revocation. Ordinance 09-034 Comcast Cable Franchise Page 24 of 27 Section 41. Conditions of Sale. If a renewal of this Franchise Agreement is denied or the Franchise Agreement is lawfully terminated, and the City lawfully acquires ownership of the Cable System or by its actions lawfully effects a transfer of ownership of the Cable System to another Person, any such acquisition or transfer shall be at a price determined pursuant to the provisions of the Cable Act. Section 42. Transfer of Rights. This Franchise may not be assigned or transferred without the written approval of the City pursuant to the provisions of the Cable Act. However, Grantee can assign or transfer this Franchise without approval of but upon notice to the City to any parent, affiliate or subsidiary of Grantee or to any entity that acquires all or substantially all the assets or equity of Grantee, by merger, sale, consolidation or otherwise and for transfers in trust obtained to finance Construction or operations of a Cable System by pledging the System as collateral.. Section 43. Acceptance., Not later than sixty days after passage and publication of this Ordinance, the Grantee must accept the Franchise herein by filing with the City Clerk an unconditional written acceptance thereof. Failure of Grantee to so accept this Franchise within said period of time shall be deemed a rejection thereof by Grantee, and the rights and privileges herein granted shall, after the expiration of the sixty days period, absolutely cease, unless the time period is extended by ordinance duly passed for that purpose. Section 44. Force Majeure. The Grantee shall not be held in default under, or in noncompliance with,the provisions of this Franchise agreement due to acts of God or impossibility of performance as recognized in the common law of the State of Washington,to the extent and for such period as such conditions persist. For purposes of enforcement,conditions outside of Normal Operating Conditions are a basis to excuse Grantee's performance,but only to the extent and for such period as such conditions persist. Conditions outside Normal Operating Conditions may also excuse other Franchise obligations where they effectively render performance infeasible or impossible,to the extent and for such period as such conditions persist, but this does not apply as to conditions within the Grantee's reasonable control. Section 45. Severability. If any section, sentence, clause or phrase of this Ordinance should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,clause or phrase of this Ordinance. In the event that any of the provision of the Franchise are held to be invalid by a court of competent jurisdiction,the Franchise may be modified upon agreement by both parties. Section 46. Renewal. Any renewal of this Franchise Agreement shall be governed by and comply with the provisions of the Cable Act(47 U.S.C. § 546), as amended. Section 47. Notice. Any notice or information required or permitted to be given by or to the parties under this Franchise may be sent to the following addresses unless otherwise specified,in writing: The City: City of Spokane Valley Attn: City Clerk 11707 E. Sprague, Suite 106 Spokane Valley,WA 99206 Grantee: Comcast of Pennsylvania/Washington/West Virginia LP Attn: Ken Watts, General Manager 1717 East Buckeye Avenue Spokane, Washington 99207 Ordinance 09-034 Comcast Cable Franchise Page 25 of 27 With a copy to: Comcast of Washington IV,Inc. 15815 25th Avenue Lynnwood,WA 98087 Attention: Franchising Department Section 48. Choice of Law. Any litigation between the City and Grantee arising under or regarding this Franchise shall occur, if in the state courts, in the Spokane County Superior Court, and if in the federal courts, in the United States District Court for the Eastern District of Washington. Section 49. Non-Waiver. The failure of either party at any time to require performance by the other of any provision of this Franchise will in no way affect the right of the other party to enforce the Franchise. The waiver by either party of any breach of any provision is not a waiver of any succeeding breach of such provision, or as a waiver of the provision itself or any other provision. Section 50. Entire Agreement. This Franchise constitutes the entire understanding and agreement between the parties as to the subject matter herein and no other agreements or understandings, written or otherwise, shall be binding upon the parties upon execution and acceptance hereof. This Franchise shall also supersede and cancel any previous right or claim of Grantee to occupy the Right-of- Way as herein described. Section 51. Counterparts. This Franchise Agreement 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. Section 52. Effective Date. This Ordinance shall be in full force and effect five days after publication of the ordinance or a summary thereof occurs in the official newspaper of the City of Spokane Valley as provided by law. PASSED by the City Council this 1st day of December, 2009 Thomas E. Towey,Mayor ' ' Christine Bainbridge, City Clerk T Approved as to Form: Office Othe City orney Date of Publication: - ®% Effective Date: a /<J - a %d Ordinance 09-034 Comcast Cable Franchise Page 26 of 27 Accepted by Comcast of Penns .I'< •shington/West Virginia LP, By: i--) /% _ Timothy T.Nester By. The Grantee, Comcast of Pennsylvania/Washington/West Virginia. A limited partnership company, for itself, and for its successors and assigns, does accept all of the terms and conditions of the foregoing Franchise. IN WITNESS WHEREOF, T;mo m N eS�er• has signed this day of_ ,2010. Subscribed and sworn before me this day of ,2010. r M• • •• Ncicinandfor the State of Co I o ra_,,c) � residing in k.izt key 0° ;2 0/ My commission expires /0. 1 e'•a0 I • 0/05 • 1 s;%.• U t3 • c5' 1 �q\E OF Ow"r Ordinance 09-034 Comcast Cable Franchise Page 27 of 27 Comcast--Washington Market Co m ca St® Spokane Office 1717 E.Buckeye Ave. Spokane,WA 99207 February 23, 2010 Mr. Mike Jackson Acting City Manager City of Spokane Valley 11707 E Sprague Ave, Suite 106 Spokane Valley, WA 99206 Dear Mr. Jackson: The purpose of this letter agreement is to set forth a commitment between Comcast of Pennsylvania/Washington/West Virginia, LP (hereinafter, "Comcast") and the City of Spokane Valley (hereinafter, "the City")that is in addition to the Franchise Agreement,to be adopted by Ordinance (hereinafter, "the Franchise"). This item has been negotiated in good faith and agreed to as part of the informal franchise renewal process pursuant to 47 U.S.C. 546(h), and specifically relates to a unique community need that exist in the City. Comcast agrees to provide the City two (2) $10,000 unrestricted grants, totaling $20,000 over the life of the franchise term. The first grant will be remitted to the City within ninety (90) days of Comcast's acceptance of the Franchise. The second grant will be remitted to the City within ninety (90) days of the fifth year anniversary date of the Franchise term, if Comcast accepts the full continuation of the ten (10) year term. Comcast reserves the right to pass-through the grants to Subscribers, in addition to the PEG Fee specified in the Franchise,this amount would be at Comcast's sole discretion. The terms and conditions of this letter agreement are binding upon the City and Comcast and their successors and assigns. Comcast stipulates that a payment failure of these terms by Comcast may be considered by the City as a violation of the Franchise. Acknowledged and agreed to this)'7 day of /14,47 , 2010. Comcast of Pennsylva Washington/West Virginia, LP By: 11117 .w ,1 Its: Timothy T.Nester Date: SVP-Finance and Accounting City of Spokane Valley By: / / . - - Its: AG Date: _5-- 27 - �= Av• CER IFICATE OF LIABILITY INSURANCE o;;20;20�o"'"Y' PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE TWO LOGAN SQUARE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PHILADELPHIA,PA 19103-2797 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Attn:Comcast.Certs @marsh.com Fax:212-948-0360 1 05194-ALL-GAWU-09-10 COMC BOTHE WA NO "' INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:ACE American Insurance Company 22667 COMCAST OF PENNSYLVANIA/WASHINGTON/ I WEST VIRGINIA,LP INSURER B:ACE Property And Casualty Ins Co 20699 22025 30TH DRIVE SE BOTHELL,WA 98021 INSURER c:Indemnity Ins Co Of North America 43575 INSURER D: i INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. i NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND 1 CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTRIINSRD DATE(MMIDDIYYYY) DATE(MMIDDIYYYY) GENERAL LIABILITY EACH OCCURRENCE $ 4.900.000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 4,900,000 A X XSL 12/01/2009 12/01/2010 PREMISES(Eaoccurrence) $ I CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 4,900,000 1X $100,000 SIR GENERAL AGGREGATE $ 25,000,000 1 I GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG$ 6,000,000 PRO- LOC IX- POLICY I JECT AUTOMOBILE LIABIUTY COMBINED SINGLE LIMIT $ 5,000,000 A !X ANY AUTO ISA H08581447(AOS) 12/01/2009 12/01/2010 (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) $ GARAGE LIABIUTY AUTO ONLY-EA ACCIDENT$ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: $ AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 5,000,000 X OCCUR CLAIMS MADE XOO G24874266 12/01/2009 12/01/2010 AGGREGATE $ 5,000,000 B $ DEDUCTIBLE $ r— -- ----- -.. – -- 1 RETENTION $ $ C WORKERS COMPENSATION AND WLR C4 5707064(AOS) 12/01/2009 12/01/2010 X 1TORV LAMITS I I OT EMPLOYERS'LIABILITY WLR C45707040 (CA) 12/01/2009 12/01/2010 E.L.EACH ACCIDENT $ 2,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? WLR C45707052(MN) 12/01/2009 12/01/2010 A © SCF C45707076(WI) 12/01/2009 12/01/2010 E.L.DISEASE-EA EMPLOYEE$ 2,000,000 A SPECIAL y in NH)IONS,describe under E.L.DISEASE-POLICY LIMIT $ 2,000,000 OTHER A EXCESS AUTO LIABILITY XSA H08583365 12/01/2009 12/01/2010 LIMIT $5,000,000 1 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED AS RESPECTS THE GENERAL LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED.$100,000 PER OCCURRENCE SELF INSURED RETENTION APPLIES ONLY TO THE ABOVE GENERAL 'LIABILITY POLICY. CERTIFICATE HOLDER CLE-002151457-16 CANCELLATION _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SPOKANE VALLEY EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 11707 EAST SPRAGUE,SUITE 106 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SPOKANE VALLEY,WA 99206 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. JAMES B.HATCH �"----=• . 3--E ACORD 25(2009/01) ©1998-2009 ACORD CORPORATION.All Rights Reserved The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). • DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s),authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25(2009/01) VERIFICATION OF BOND IN FORCE Form SB-3 Type of Bond: License/Permit Bond Name of Principal: COMCAST OF PENNSYLVANIA/WASHINGTON/WEST VIRGINIA, LP Obligee: CITY OF SPOKANE VALLEY,WA Carrier: HARTFORD FIRE INSURANCE COMPANY Bond Number: 39BSBDX5835 Effective Date: 4/21/2009 Limit: $250,000.00 Premium: $ 4,550.00 This Bond is continuous with no definite expiration date. Sufficient Premium has been paid to satisfy the requirements of the Carrier for this bond to 4/21/2012 HARTFORD FIRE INSURANCE COMPANY Darella White Attorney in Fact Date: July 21, 2010 " POWE! ct Inq uiries/Claims to: OF ATTORNEY HE HARTFORD BOND,T-4 690 ASYLUM AVENUE HARTFORD,CONNECTICUT 06115 call:888-266-3488 or fax:860-757-5835 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Code: 39-421678 X 1 Hartford Fire Insurance Company,a corporation duly organized under the laws of the State of Connecticut X Hartford Casualty Insurance Company,a corporation duly organized under the laws of the State of Indiana X Hartford Accident and Indemnity Company,a corporation duly organized under the laws of the State of Connecticut Hartford Underwriters Insurance Company,a corporation duly organized under the laws of the State of Connecticut Twin City Fire Insurance Company,a corporation duly organized under the laws of the State of Indiana Hartford Insurance Company of Illinois,a corporation duly organized under the laws of the State of Illinois Hartford Insurance Company of the Midwest,a corporation duly organized under the laws of the State of Indiana Hartford Insurance Company of the Southeast,a corporation duly organized under the laws of the State of Florida having their home office in Hartford,Connecticut, (hereinafter collectively referred to as the"Companies")do hereby make, constitute and appoint, up to the amount of unlimited: Richard A.Jacobus, Neil C. Donovan, Nancy K. Wallace, Sandra E. Bronson, Darelia White, Donald J. Bailey, Damon Bendesky, Mary C. O'Leary, Doug Wheeler of Philadelphia,PA their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies)only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on July 21, 2003 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed,duly attested by its Assistant Secretary. Further,pursuant to Resolution of the Board of Directors of the Companies,the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. r ,. 1 :,'WIP.1 ri�f F 1 V S1 t i fit f/uoy�r°� ,� �g-.•-7a if81 '` 1867 ..^., • ,./.? • 'E_ o Ley.fogiko�► • ♦ 44100,,„,04-;*t ''ts*Y6,a% 'b .... �/ti4. g,,yi a 9 4 'srA t a 7 4,t ?4; 1914 -"e cLA.,...0 el- ' (-)A—r-L-97--- 0 °Arjr ? (d4X4''""" Paul A.Bergenholtz,Assistant Secretary David T.Akers,Assistant Vice President STATE OF CONNECTICUT ss. Hartford COUNTY OF HARTFORD On this 4th day of August, 2004, before me personally came David T.Akers,to me known,who being by me duly sworn,did depose and say: that he resides in the County of Hampden, Commonwealth of Massachusetts; that he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument;that he knows the seals of the said corporations;that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that he signed his name thereto by like authority. D a„,,,,,.... .._ Scott E.Paseka Notary Public CERTIFICATE My Commission Expires October 31,2007 I,the undersigned,Assistant Vice President of the Companies,DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which is still in full force effective as of ,2 j $/ J'N L A 0/0 • Signed and sealed at the City of Hartford. �A�k� w � c� o�ce..�r..rro6� � S.OIt?' � . Rroq 4. a?.c• �c t. Zbr'p •,;t:,__. • tt,1 :I,crla" 4..o► lAt 1879 0`l - 1076 ' kg * tg '�► 14" ,[o �' \��i,,yno,e` "../.,‘i;•-;;;"4:04 • `a lor ♦•∎ "sue 19 4 �� (I ." (i Gary W.Stumper,Assistant Vice President POA 2004 Comcast® Comcast Cable 15815 25th Ave West Lynnwood,WA 98087 August 6, 2010 Sent Via Overnight Mail Ms. Christine Bainbridge ( C City of Spokane Valley— City Clerk BUG /f� , 11707 E. Sprague Avenue, Suite 106 �i /0 V Spokane Valley, WA 99206 ry p 2 0j0 rye�N Re: Comcast Cable Television Franchise Agreement— Ord. No. 09-034 Ak�A<<Fy Dear Ms. Bainbridge: Enclosed please find one (1) fully executed copy of Ordinance No. 09-034, the cable television franchise agreement between Comcast of Pennsylvania/Washington/West Virginia, LP (hereinafter, "Comcast") and the City of Spokane Valley, WA (hereinafter, "the City"). Pursuant to the terms of Ordinance No. 09-034, the cable television franchise agreement, please find enclosed the following documents: • The Certificate of Insurance—No. CLE-002151457-16 as required by Section 35 of the franchise agreement (please replace the certificate previously sent); • Verification of Cable Franchise Bond—No. 39BSBDX5835, in the amount of two hundred—fifty thousand dollars ($250,000) as required by Section 36 of the franchise agreement. • And as required by Section 13 (8) of the franchise agreement, check no. 209731933 in the amount of one hundred—fifty thousand dollars ($150,000) as a Public, Educational and Government ("PEG") Access capital contribution. • To be forwarded under separate cover to the City, one (1) ten thousand dollar ($10,000) unrestricted grant, as specified in the side letter dated February 23, 2010. If you have any questions concerning any of the above-referenced documents, please feel free to call me at (425) 741-5752 or Terry Davis at (253) 288-7496. Since ely, Ann Svensson Franchise Contracts Administrator Comcast— WA Market Encls. cc: Janet L. Turpen, Comcast Ken Watts, Comcast Terry Davis, Comcast Eomcast® Comcast Cable 15815 25th Ave West Lynnwood,WA 98087 August 12, 2010 Sent Via UPS Mail Ms. Christine Bainbridge City of Spokane Valley— City Clerk 11707 E. Sprague Avenue, Suite 106 Spokane Valley, WA 99206 4(G, •/( C�7T� Re: Comcast Grant Dear Ms. Bainbridge: �c^�I/4z Pursuant to the terms of the franchise agreement side letter date February 23, 2010, please find enclosed Check No. 209735048 in the amount of ten—thousand dollars ($10,000) to be used as an unrestricted grant. If you have any questions regarding this grant, please feel free to call me at(425) 741-5752 or Terry Davis at (253) 288-7496. Sincerely, 6:44/14"he.,14,44,0 Ann Svensson Franchise Contracts Administrator Comcast—WA Market Encls. cc: Janet L. Turpen, Comcast Ken Watts, Comcast Terry Davis, Comcast 7 3 - / COMCAST FINANCIAL AGENCY CORPORATION REN TANCE ADVICE comcas�® A Comcast Cable Communications Group Company 1701 JFK Boulevard Philadelphia,PA 19103-2838 No. 209735048 Date : 10-AUG-10 Vendor Name : SPOKANE VALLEY CITY OF WA Vendor No. : 184140 INVOICE NO. INVOICE DESCRIPTION DISCOUNT NET AMOUNT DATE AMOUNT PR100426 06-AUG-10 Spokane Valley-Grant per franchise agreement sid 0.00 10,000.00 . TOTAL 0.00 10,000.00 I - THE FACE OF THIS DOCUMENT HAS A MULTI COLORED BACKGROUND-NOT A WHITE BACKGROUND JPMorgan Chase,NA. Q Comcast } Columbus,OH 43271 I I NO. 209735048 56-1544/441 COMCAST FINANCIAL.AGENCY CORPORATION A Comcast Cable Communications Group Company 1701 JFI<Boulevard Date 10-AUG-10 Philadelphia PA 19103-2838 • Void After 180 Days . "**********r*******,t************** ***** Pay Ten Thousand Dollars And 00 Cents $ 10;000:00 To SPOKANE VALLEY CITY OF WA. o heer 11707 E SPRAGUE#106 or SPOKANE VALLEY, WA 99206 Authorized Signature '�J) 4/1ii a ? AI THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK-HOLD AT AN ANGLE TO VIEW , corneas" COMCAST FINANCIAL AGENCY CORPORATION REI� TANCE ADVICE ® A Comcast Cable Communications Group Company 1701 JFK Boulevard Philadelphia,PA 19103-2838 No. 209731933 Date : 21-JUL-10 Vendor Name: SPOKANE VALLEY CITY OF WA Vendor No. : 184140 INVOICE NO. INVOICE I DESCRIPTION AMOUNT NET AMOUNT DATE PEG07092010 09-JUL-10 0.00 150,000.00 1 • • L I I TOTAL , 0.00 150,000.00 J j THE FACE OF THIS DOCUMENT HAS A MULTI COLORED BACKGROUND-NOT A WHITE BACKGROUND JPMorgan Chase,N.A. n COmcas Columbus,OH 43271 56-1544i441 =, NO 209731933-.., • COMCAST FINANCIAL AGENCY CORPORATION A Comcast Cable Communications Group Company 1701 JFK Boulevard .. Date 21-JUL-10 Philadelphia PA 191032638.,. Void After°180 Days ***stet***rt*it+tirirk*** *'It**. Fifty Thousand Pay One Hundred Dollars And 00 Cents******************* 150,000.00 t To SPOKANE VALLEY CITY OF WA Theer 11707 E SPRAGUE#106 or SPOKANE VALLEY, WA 99206 Authorized Signature e% . THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK-HOLD AT AN ANGLE TO VIEW