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HomeMy WebLinkAboutContract AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Ordinance No 5218 granting Study Session Date 6/12/13 renewal of the Comcast Franchise COUNCIL MEETING Date 6/19/13 Department Finance Presenter Char Burnette Phone 308 -0139 SUMMARY. The current Comcast Franchise expired May 30, 2012 The proposed ordinance grants an extension of the franchise to Comcast for a term of ten years through 2023 ATTACHMENTS Ordinance No 5218 Comcast Franchise Agreement FISCAL IMPACTS (Include Budgeted Amount) Franchise Fees annually of $240,000 00 that funds BKAT $19,000 annually for Capital items for PEG Services STUDY SESSION AGENDA N No Presentation ❑ Full Presentation STUDY SESSION ACTION: N Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION Move to pass Ordinance No 5218 granting renewal of the Comcast Franchise, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: [Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 ORDINANCE NO. 5218 AN ORDINANCE granting Comcast of Washington IV, Inc, the right, privilege, authority and franchise to construct, operate, maintain, reconstruct, repair and upgrade the Cable System upon, over, under, along, across and through the Franchise Area for the purpose of providing Cable Services, subject to the terms and conditions set forth in this Ordinance and applicable law WHEREAS, the City has reviewed Grantee's performance under the prior Franchise and the quality of service during the prior Franchise term, has identified the future cable - related needs and interests of the City and its citizens, has considered the financial, technical and legal qualifications of Grantee, and has determined that Grantee's plans for constructing, operating and maintaining its Cable System are adequate, in a full public proceeding affording due process to all parties, and WHEREAS, the public has had adequate notice and opportunity to comment on Grantee's proposal to provide cable television service within the City, and WHEREAS, the City has a legitimate and necessary regulatory role in ensuring the availability of cable communications service, and reliability of cable systems in its jurisdiction, the availability of local programming (including public, educational and Governmental Access programming) and quality Customer service, and WHEREAS, diversity in Cable Service programming is an important policy goal and the Grantee's Cable System should offer a wide range of programming services, and WHEREAS, Subscriber interests and competitive factors within the Cable Service market should be an essential characteristic of this Franchise, and WHEREAS, the City is authorized by applicable law to grant one or more nonexclusive Franchises to construct, operate and maintain cable systems within the boundaries of the City, and WHEREAS, in consideration of the mutual promises made herein, and other good and valuable consideration as provided herein, the receipt and adequacy of which are hereby acknowledged, City and Grantee do hereby agree as follows, NOW THEREFORE THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS 1 Comcast Cable Television Franchise I� TABLE OF CONTENTS INTRODUCTORY STATEMENT .......................................................................... ..............................7 SECTION 1. DEFINITIONS g "Access or Access Programming" g "Access Channel" g "Access Fees" g "Activation" or "Activated" g "Affiliated Entity" or "Affiliate" g "Bad Debt" g "Basic Service" 9 "Broadcast Signal" 9 "Cable Act" . . . 9 "Cable Operator" 9 "Cable Service" 9 "Cable System" .., 9 "Channel" 9 ficityll 9 "Customer Service Representative" 9 "Designated Access Provider" 10 "Downstream Channel" 10 "Dwelling Unit" 10 "Expanded Basic Service" 10 "FCC" 10 "Fiber Optic" 10 "Franchise" 10 "Franchise Area" 10 "Franchise Fee" 10 "Grantee 10 "Gross Revenues" 11 "Headend" or "Hub" 11 "Institutional Network" 11 "Interconnect" or "Interconnection" 11 "Leased Access Channel 11 "Locally Scheduled Original Programming" 11 "Noncommercial" 12 "Normal Business Hours" 12 "Normal Operating Conditions" 12 "Pay Service" or "Premium Service" 12 "Person" 12 "Qualified I -NET Users" . . . „ , 12 "Rights-of-Way".... .... .... 12 "School" 12 2 Comcast Cable Television Franchise "Service Interruption" .. 12 "State" .... 12 "Subscriber" or "Customer" ... 12 "Tier" ... ... 13 "Video Programming" 13 SECTION 2. GRANT OF FRANCHISE ..13 21 Grant 13 22 Use of Rights -of -Way 14 23 Term 15 24 Effective Date. 15 25 Franchise Nonexclusive 15 26 Grant of Other Franchises ....... 15 27 Familiarity with Franchise 16 28 Effect of Acceptance 16 2.9 Police Powers 16 210 Franchise Area 16 SECTION 3. FRANCHISE FEE AND FINANCIAL CONTROLS .. 17 3 1 Franchise Fee 17 32 Payments 17 33 Acceptance of Payment 17 34 Quarterly Franchise Fee Reports 17 35 Audits 17 36 Financial Records 17 37 Interest on Late Payments 18 38 Maximum Franchise Fee 18 39 Additional Commitments Not Franchise Fees 18 3 10 Payment on Termination 18 3 It Service Packages 19 3 12 Additional Compensation 19 3 13 Tax Liability 19 SECTION 4. ADMINISTRATION AND REGULATION 19 41 Rates and Charges ...... 19 42 No Rate Discrimination 19 43 Filing of Rates and Charges 20 44 Time Limits Strictly Construed 20 45 Performance Evaluation 20 46 Leased Access Channel Rates 20 47 Late Fees 20 SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS. 21 5 1 Indemnification 21 52 Insurance Requirements .... ..... ........ 22 53 Security 23 3 Comcast Cable Television Franchise SECTION 6. CUSTOMER SERVICE. „ 24 61 Customer Service Standards ...... 24 62 Subscriber Privacy „ 25 63 Customer Service Location(s) .... .... 25 64 Customer Service Agreement and Manual 25 SECTION 7. REPORTS AND RECORDS 26 71 Open Records 26 72 Confidential/Propnetary Information 26 73 Records Required 26 74 Copies of Federal and State Reports .27 75 Complaint File and Reports 27 76 Inspection of Facilities and Annual Meeting 27 77 False Statements 27 SECTION 8. PROGRAMMING 28 8 1 Broad Programming Categories 28 82 Deletion of Broad Programming Categories 28 83 Obscenity 28 84 Services for the Disabled 28 85 Parental Control Device 28 86 Complementary Cable Service 28 87 New Technology 29 SECTION 9. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS 29 91 Access Channels 29 92 Triggers for Additional Access Channels 30 93 Management and Control of Access Channels 30 94 Underutilized Access Channels 30 95 Access Channel Identification /Location/RelocationBill Insertions 31 96 Access Interconnections 31 97 Support for Access Capital Costs 32 98 Access Channels On Lowest Tier 32 99 Technical Quality 32 910 Return Connectivity 32 SECTION 10. GENERAL RIGHT -OF -WAY USE AND CONSTRUCTION 33 101 Construction 33 102 Location of Facilities 33 103 Restoration of Rights -of -Way 33 104 Maintenance and Workmanship 34 105 Acquisition of Facilities 34 106 Reservation of Rights -of -Way 34 107 Rights -of -Way Vacation 35 108 Removal of Discontinued Facilities ........................ .............. ............. .... 35 109 Hazardous Substances 36 4 Comcast Cable Television Franchise 1010 Undergroundmg of Cable 36 1011 Codes 37 1012 Construction and Use of Poles ... ...... 37 1013 Tree Trimming .,. ., 38 1014 Standards 38 10.15 Stop Work .. 38 1016 Work of Contractors and Subcontractors 38 1017 GIS Mapping 39 SECTION 11. CABLE SYSTEM DESIGN. ... 39 SECTION 12. SCRAMBLED CHANNEL and INSTITUTIONAL NETWORK 39 121 Scrambled Channel 39 122 Institutional Network 40 SECTION 13JECHNICAL STANDARDS 40 131 Technical Performance 40 132 Cable System Performance Testing 40 SECTION 14. SERVICE EXTENSION 41 141 Service Availability 41 SECTION 15. STANDBY POWER AND EAS .42 151 Standby Power 42 152 Emergency Alert Capability 42 SECTION 16. FRANCHISE BREACHES; TERMINATION OF FRANCHISE 42 161 Procedure for Remedying Franchise Violations 42 162 Alternative Remedies 43 163 Assessment of Liquidated Damages and Letter of Credit 44 164 Revocation 46 165 Purchase of the Cable System 46 SECTION 17. FRANCHISE TRANSFER 47 171 Transfer of Ownership or Control 47 SECTION 18. PROHIBITED PRACTICES, LOCAL EMPLOYMENT EFFORTS AND NOTICES 48 18 1 Preferential or Discriminatory Practices Prohibited .. .... 48 18 2 Notices 49 SECTION 19. MISCELLANEOUS PROVISIONS 49 19.1 Cumulative Rights 49 192 Costs to be Borne by Grantee .. 49 193 Binding Effect ......... ..... 49 194 Authority to Amend 50 5 Comcast Cable Television Franchise 195 Venue 50 196 Governing Laws 50 197 Captions 50 198 No Joint Venture .... . . .....50 199 Waiver .50 1910 Severability ... ... 50 1911 Compliance with Federal, State and Local Laws 50 1912 Force Majeure 51 1913 Entire Agreement 51 1914 Attorneys' Fees 51 19 15 Action of the City or Grantee 51 1916 Acceptance 51 SECTION 20. EFFECTIVE DATE 51 Acceptance 53 Exhibits Exhibit I — I -Net Maintenance Agreement 6 Comcast Cable Television Franchise INTRODUCTORY STATEMENT CABLE TELEVISION FRANCHISE. This Cable Television Franchise is entered into in Bremerton, Washington, this 1 q4111 day of June, 2013, by and between the City of Bremerton, Washington a municipal corporation, hereinafter ( "City ") and Comcast of Washington IV, Inc who is hereinafter known as ( "Grantee ") City and Grantee are sometimes referred to hereinafter collectively as the "parties " 7 Comcast Cable Television Franchise SECTION]. DEFINITIONS For the purposes of this Franchise and the Exhibits attached hereto the following terms, phrases, words and their derivations shall have the meanings given herein when indicated with the text of the Franchise by being capitalized When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural Words not defined, or those defined, but not capitalized within the text shall be given their common and ordinary meaning The word "shall" is always mandatory and not merely directory "Access" or "Access Programming" includes Public Access, Educational Access and Governmental Access, collectively, and means the availability for Noncommercial use by various governmental and educational agencies, institutions and organizations, in the community, including City and its designees, of particular channels on the Cable System to receive and distribute Video Programming to Subscribers, as permitted under applicable law, including, but not limited to (A) "Public Access" means Access where any member of the general public may be a programmer on a nondiscriminatory basis, subject to operating rules formulated by the City or its designee Such rules shall not be designed to control the content of public access programming Such rules shall also address the extent to which and manner in which members of the general public who are not residents of the City may be programmers on the Access Channel (B) "Educational Access" means Access where Schools are the primary users having editorial control over programming and services (C) "Governmental Access" means Access where governmental institutions or their designees are the primary users having editorial control over programming and services "Access Channel" means any Channel, or portion thereof, designated for Noncommercial Access purposes or otherwise made available to facilitate Access programming "Access Fees" means the Capital Contribution paid to the City by the Grantee in accordance with section 9 7 "Activation" or "Activated" means the status of any capacity on or part of the Cable System wherein the use of that capacity or part thereof may be made available without further installation of Cable System equipment other than Subscriber premise equipment, whether hardware or software "Affiliated Entity" or "Affiliate" when used in connection with Grantee means any Person who owns or controls, is owned or controlled by, or is under common ownership or control of Grantee "Bad Debt" means amounts lawfully owed by a Subscriber and accrued as revenues on the books of Grantee, but not collected after reasonable efforts by Grantee 8 Comcast Cable Television Franchise "Basic Service" means any Cable Service Tier that includes, at a minimum, the retransmission of local television Broadcast Signals and Access programming "Broadcast Signal" means a television or radio signal transmitted over the air to a wide geographic audience, and received by a Cable System off - the -air by antenna, microwave, satellite dishes or any other means "Cable Act" means the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and as amended by the Telecommunications Act of 1996, and any amendments thereto "Cable Operator" means any Person or group of Persons, including Grantee, who provides Cable Service over the Cable System and directly or through one or more Affiliates owns a significant interest in such Cable System or who otherwise control(s) or is (are) responsible for, through any arrangement, the management and operation of the Cable System "Cable Service" means the one -way transmission to Subscribers of Video Programming, or other programming service and Subscriber interaction, if any, that is required for the selection or use of such Video Programming or other programming service "Cable System" means 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 that includes Video Programming and that is provided to multiple Subscribers within a community, but such term does not include (1) a facility that serves only to retransmit the television signals of one or more television broadcast stations, (2) a facility that serves Subscribers without using any public right -of -way, (3) a facility of a common camer that is subject, in whole or in part, to the provisions of Title II of the federal Communications Act (47 U S C Section 201 et seq ), except that such facility shall be considered a cable system (other than for purposes of Section 621(c) (47 U S C Section 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 Section 653 of the Cable Act, or (5) any facilities of any electric utility used solely for operating its electric utility systems When used herein, the term "Cable System" shall mean Grantee's Cable System in the Franchise Area unless the context indicates otherwise "Channel" means a portion of the frequency band capable of carrying a Video Programming Service or combination of Video Programming Services, whether by analog or digital signal, on a twenty -four (24) hour per day basis or a portion thereof "City" means the City of Bremerton, Washington, a municipal corporation, of the State of Washington "Customer Service Representative" (or "CSR ") shall mean any person employed by Grantee to assist, or provide service to, Customers, whether by answering public telephone lines, writing service or installation orders, answering Customers' questions, receiving and processing payments, or performing other Customer service- related tasks 9 Comcast Cable Television Franchise "Designated Access Provider" means the entity or entities designated by the City to manage or co -manage Public, Educational or Governmental Access Channels and facilities The City may be a Designated Access Provider "Downstream Channel" means a Channel capable of carrying a transmission from the Headend to remote points on the Cable System "Dwelling Unit" means any building or portion thereof that has independent living facilities, including provisions for cooking, sanitation and sleeping, and that is designed for residential occupancy "Expanded Basic Service" means cable programming services not included in the Basic Service and excluding premium or pay - per -view services "FCC" means the Federal Communications Commission or its lawful successor "Fiber Optic" means a transmission medium of optical fiber cable, along with all associated electronics and equipment capable of carrying electric lightwave pulses "Franchise" means the document in which this definition appears, that is executed between City and Grantee, containing the specific provisions of the authorization granted and the contractual and regulatory agreement created hereby "Franchise Area" means the area within the junsdictional boundaries of the City, including any areas annexed by City during the tern of this Franchise "Franchise Fee" includes any tax, fee or assessment of any kind imposed by the City on the Grantee or Subscribers, or both solely because of their status as such The term Franchise Fee does not include (A) Any tax, fee or assessment of general applicability (including any such tax, fee, or assessment on both utilities and Cable Operators or their services, but not including a tax, fee, or assessment that is unduly discriminatory against Cable Operators or cable Subscribers), (B) Capital costs that are required by the Franchise to be incurred by the Grantee for Public, Educational or Governmental Access facilities, including the support required in Section 97 (C) Requirements or charges incidental to the awarding or enforcing of the Franchise, including but not limited to, payments for bonds, letters of credit, insurance, indemnification, penalties or liquidated damages, or (D) Any fee imposed under Title 17, United States Code "Grantee" means Comcast of Washington IV, Inc or its lawful successor, transferee or assignee 10 Comcast Cable Television Franchise "Gross Revenues" means any and all revenue derived directly or indirectly by Grantee, or by Grantee's Affiliates from the operation of the Grantee's Cable System to provide Cable Services in the Franchise Area Gross Revenues include, by way of illustration and not limitation, monthly and other fees charged Subscribers for Cable Services including Basic Service, Expanded Basic Service, any expanded Tiers of Cable Service, other Tiers of Cable Service, optional Premium Service, pay - per -view and per - program Channels, Cable Service installation, disconnection, reconnection and change -in- service fees, Leased Access Channel fees, remote control rental fees, late fees and administrative fees or other consideration received by the Grantee from programmers for carnage of Cable Services on the Cable System and recognized as revenue under generally accepted accounting principles (GAAP), revenues from rentals of converters or other Cable System equipment, advertising sales 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, revenues from program guides, additional outlet fees, revenue from the sale or carnage of other Cable Services, and revenues from home shopping 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, or (ii) any taxes on services furnished by the Grantee that are imposed directly on any Subscriber or user by the State, City or other governmental unit and that are collected by the Grantee on behalf of said governmental unit, or (iii) the Capital Contributions as required by Section 9 7 of this Franchise The Franchise Fees are not a tax and are therefore included in Gross Revenues "Headend" or "Hub" means any Facility for signal reception and dissemination on a Cable System, including cable, antennas, wires, satellite dishes, monitors, switchers, modulators, processors for Broadcast Signals or other signals, and all other related equipment and Facilities "Institutional Network" means that part of the Cable System facilities or capacity designated for use by non - residential Subscribers including communications to, from and among government agencies, Schools, libraries and other public agencies "Interconnect" or "Interconnection" means the provision of City Access Channel programming to a geographically contiguous cable system, including technical, engineering, physical, and other necessary components to accomplish, complete and adequately maintain such provisioning "Leased Access Channel" means any Channel or portion of a Channel commercially available for programming in accordance with Section 612 of the Cable Act "Locally Scheduled Original Programming" means Public Access, Government Access or Educational Access programming that is created by the City or their designated access provider(s) including edited coverage of live programming Such Locally Scheduled Original Programming shall not be considered as qualifying as such after three (3) cablecasts (initial, first repeat and second repeat). Automated Video Programming filler, such as cablecasts of highways and roads, or video bulletin boards does not constitute Locally Scheduled Original Programming that qualifies herein 11 Comcast Cable Television Franchise "Noncommercial" means, in the context of Access Channels, those particular products and services that are not promoted or sold This term shall not be interpreted to prohibit an Access Channel operator or programmer from soliciting and receiving contributions used to produce and transmit Video Programming on an Access Channel, or from acknowledging a contribution, in the manner of the Corporation for Public Broadcasting or some similar manner, subject to applicable law "Normal Business Hours" means those hours during which most similar businesses in the community are open to serve Customers. In all cases, "normal business hours" must include some evening hours at least one night per week and/or some hours on Saturday "Normal Operating Conditions" means those service conditions that are within the control of the Grantee Those conditions that are not within the control of the Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, severe or unusual weather conditions, and availability of materials, equipment or labor Those conditions that are ordinarily within the control of the Grantee include, but are not limited to, regular peak or seasonal demand periods and maintenance or upgrade of the Cable System "Pay Service" or "Premium Service" means Video Programming or other programming service choices (such as movie Channels or pay - per -view programs) offered to Subscribers on a package tier, per - Channel, per - program or per -event basis "Person" means any natural person, sole proprietorship, partnership, point venture, association, or limited liability entity or corporation, or any other form of entity or organization "Qualified I -NET Users" means (i) the City, (ii) other governmental and public agencies, libraries and Schools, and (iii) other entities that Grantee and City agree may use the I -NET "Rights -of -Way" means land acquired for or dedicated to the public or are hereafter acquired or dedicated to the public and maintained under public authority, including but not limited to public streets or roads, highways, avenues, lanes, alleys, bridges, sidewalks and areas behind sidewalks, easements, and similar public property located within the Franchise Area "School" means any State accredited K -12 public or private educational institution not including home schools, prisons or jails (provided that state accredited juvenile schools within prisons or ,fails shall be included) "Service Interruption" means the loss of picture or sound on one or more cable Channels "State" means the State of Washington "Subscriber" or "Customer" means any Person who lawfully receives Cable Services provided by Grantee by means of the Cable System with Grantee's express permission Said permission may be withdrawn and customer disconnected by Grantee at Grantee's discretion 12 Comcast Cable Television Franchise "Tier" means a category of Cable Services provided by the Grantee for which a separate rate is charged "Video Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station, or cable programming provider SECTION 2. GRANT OF FRANCHISE 2.1 Grant (A) City hereby grants to Grantee a nonexclusive authorization to make reasonable and lawful use of the Rights -of -Way within the Franchise Area to construct, operate, maintain, reconstruct, repair and upgrade the Cable System for the purpose of providing Cable Services, subject to the terms and conditions set forth in this Franchise and applicable law This Franchise shall constitute both a right and an obligation to fulfill the obligations set forth in, the provisions of this Franchise (B) The Grantee, through this Franchise, is granted the right to operate its Cable System using the public Rights -of -Way within the Franchise Area in compliance with Title 11 of the Bremerton Municipal Code, as may be amended periodically, and all lawfully enacted applicable construction codes and regulations The Grantee specifically agrees to comply with the provisions of City ordinances provided that in the event of a conflict between the provisions of ordinances and the Franchise, the express provisions of the Franchise shall govern 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 amendment to any ordinance, rule, regulation, resolution, or other enactment of City, except in the lawful exercise of City's police power Grantee acknowledges that the City may modify its generally applicable regulatory policies by lawful exercise of the City's police powers throughout the term of this Franchise Grantee agrees to comply with such lawful modifications unless there is a conflict with Grantee's negotiated rights hereunder Grantee reserves all rights it may have to challenge such lawful modifications whether ansmg in contract or at law The City reserves all of its rights and defenses to such challenges whether ansmg in contract or at law (C) This Franchise shall not be interpreted to prevent the City from imposing other conditions, to the extent permitted by law (D) Grantee agrees, as a condition of exercising the privileges granted by this Franchise, that any Affiliate of the Grantee that is a Cable Operator of the Cable System in the Franchise Area, as defined herein, or directly involved in the management or operation of the Cable System in the Franchise Area, will comply with the terms and conditions of this Franchise (E) No rights shall pass to Grantee by implication Without limiting the foregoing, by way of example and not limitation, this Franchise shall not include or be a substitute for (1) Any other permit or authorization required for the privilege of transacting and carrying on a business within the City that may be required by the ordinances and laws of the City 13 Comcast Cable Television Franchise (2) Any permit, agreement or authorization required by the City for Rights -of- Way users in connection with operations on or in Rights -of -Way or public property, or (3) Any permits or agreements for occupying any other property of the City or private entities to which access is not specifically granted by this Franchise (F) This Franchise is intended to convey limited rights and interests only as to those Rights -of -Ways in which the City has an actual interest It is not a warranty of title or interest in any Rights -of -Way, it does not provide the Grantee with any interest in any particular location within the Rights -of -Way, and it does not confer rights other than as expressly provided in the grant hereof. (G) This Franchise is an express authorization to provide Cable Services only This Franchise is not a bar to the imposition of any lawful conditions on Grantee with respect to non- Cable Services, telecommunications services or information services, whether similar, different or the same as the condition specified herein This Franchise does not relieve Grantee of any obligation it may have to obtain from the City an authorization to provide non -Cable Services, telecommunications services or information services or relieve Grantee of its obligation to comply with any such authonzation(s) that may be lawfully required 2.2 Use of Rights -of -Way (A) Grantee may erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, through, below and along the Rights -of -Way within the Franchise Area, such wires, cables (both coaxial and Fiber Optic), conductors, ducts, conduit, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System for the provision of Cable Service within the Franchise Area Grantee shall comply with all lawfully enacted and applicable construction codes, laws, ordinances, regulations and procedures regarding placement and installation of Cable System facilities in the Rights -of Way (B) Grantee must follow City - established requirements, including Title 11 of the Bremerton Municipal Code, as may be amended periodically, as well as all other City codes, ordinances and other regulations regarding placement of Cable System facilities in Rights -of- Way, including the specific location of facilities in the Rights -of -Way The Grantee must in any event install Cable System facilities in a manner that minimizes interference with the use of the Rights -of -Way by others, including others that may be installing communications facilities To protect public health, safety and welfare, the City may require that Cable System facilities be installed at a particular time, at a specific place or in a particular manner as a condition of access to a particular Rights -of -Way, may deny access if Grantee is not willing to comply with City's requirements, and may remove, or require removal of, any facility that is not installed in compliance with the requirements established by City, or that is installed without prior City approval of the time, place or manner of installation and charge Grantee for all the costs associated with removal, and City may require Grantee to cooperate with others to minimize adverse impacts on the Rights -of -Way through joint trenching and other arrangements Grantee shall assume its costs (in accordance with applicable law) associated with any requirement of 14 Comcast Cable Television Franchise City in the exercise of its police powers, to relocate its Cable System facilities located in the Rights -of -Way 2.3 Term This Franchise is and shall remain in full force and effect for a period of ten (10) years from and after the effective date of this Ordinance, subject to acceptance of this Franchise by Grantee pursuant to Section 19 16 2.4 Effective Date (A) This Franchise and the rights, privileges, and authority granted hereunder and the contractual relationship established hereby shall take effect and be in force from and after the effective date of this Franchise as specified in this Section and for the duration of the term as specified in Section 2 3 (B) The effective date of this Franchise shall be five business days after its adoption (C) The grant of this Franchise shall have no effect on any ordinance in effect prior to the effective date of this Franchise to indemnify or insure the City against acts and omissions occurring during the period that the prior Franchise was in effect, nor shall it have any affect upon liability to pay all Franchise Fees (for any prior years) that were due and owed under a prior franchise and the franchise ordinance 2.5 Franchise Nonexclusive This Franchise shall be nonexclusive, and subject to all prior rights, interests, easements, or franchises granted by City or its predecessors to any Person to use any property, Right -of -Way, easement, including the right of City to use same for any purpose it lawfully deems fit, including the same or similar purposes allowed Grantee hereunder City may at any time grant authorization to use the Rights -of -Way for any purpose not incompatible with Grantee's authority under this Franchise and for such additional franchises for Cable Systems, as City deems appropriate 2.6 Grant of Other Franchises 2.6.1. The Grantee acknowledges and agrees that the City reserves the right to grant one or more additional franchises to provide Cable Service within the Franchise Area, provided, the City agrees that it shall amend this Franchise to include any material terms or conditions that it makes available to the new entrant within ninety (90) days of the Grantee's request, so as to ensure that the regulatory and financial burdens on each entity are materially equivalent "Material terms and conditions" include but are not limited to franchise fees, insurance, system build -out requirements, security instruments, public, education and government Access Channels and support, customer service standards, required reports and related record keeping, and notice and opportunity to cure breaches If any such additional or competitive franchise is granted by the City which, in the reasonable opinion of the Grantee, contains more favorable or less burdensome terms or conditions than this Franchise, the City agrees that it shall amend this Franchise to include any more favorable or less burdensome terms or conditions in a manner mutually agreed upon by City and Grantee. 15 Comcast Cable Television Franchise 2.6.2. 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 provide notice of such application. 2.6.3. In the event that a wirelme multichannel video programming distributor provides video service to the residents of the City under the authority granted by federal or State legislation or other regulatory entity, the Grantee shall have a right to request Franchise amendments that relieve the Grantee of regulatory burdens that create a competitive disadvantage to the Grantee In requesting amendments, the Grantee shall file a petition seeking to amend the Franchise Such petition shall (1) indicate the presence of such wirelme competitor, (2) identify the basis for Grantee's belief that certain provisions of the Franchise place Grantee at a competitive disadvantage, and (3) identify the regulatory burdens to be amended or repealed in order to eliminate the competitive disadvantage The City shall not unreasonably withhold consent to the Grantee's petition 2.7 Familiarity with Franchise The Grantee acknowledges and warrants by acceptance of the rights, privileges and agreement granted herein, that it has carefully read and fully comprehends the terms and conditions of this Franchise and is willing to and does accept all reasonable risks of the meaning of the provisions, terms and conditions herein The Grantee further acknowledges and states that it has fully studied and considered the requirements and provisions of this Franchise, and finds that the same are commercially practicable at this time and consistent with all local, State and federal laws and regulations currently in effect, including the Cable Act 2.8 Effect of Acceptance By accepting the Franchise, the Grantee (1) acknowledges and accepts the City's legal right to issue and enforce the Franchise, (2) agrees that it will not oppose the City's intervening to the extent it is legally entitled to do so in any legal or regulatory proceeding affecting the Cable System, (3) accepts and agrees to comply with each and every provision of this Franchise subject to applicable law, and (4) agrees that the Franchise was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary 2.9 Police Powers Grantee's rights hereunder are subject to the police powers of City to adopt and enforce ordinances necessary to the safety, health and welfare of the public, and Grantee agrees to comply with all applicable laws, ordinances and regulations lawfully enacted pursuant to the police powers of City, or hereafter enacted in accordance therewith, by City or any other legally constituted governmental unit having lawful jurisdiction over the subject matter hereof The City reserves the right to exercise its police powers, notwithstanding anything in this Franchise to the contrary 2.10 Franchise Area Grantee shall provide Cable Services, as authorized under this Franchise, within the Franchise Area in accordance with line extension and density provisions as provided herein 16 Comcast Cable Television Franchise SECTION 3. FRANCHISE FEE AND FINANCIAL CONTROLS 3.1 Franchise Fee As compensation for the use of City's Rights -of -Way, Grantee shall pay as a Franchise Fee to City, throughout the duration of this Franchise, an amount equal to three and one half percent (3 5 %) of Grantee's Gross Revenues Accrual of such Franchise Fee shall commence as of the effective date of this Franchise 3.2 Payments Grantee's Franchise Fee payments to City shall be computed quarterly for the preceding calendar quarter ending March 31, June 30, September 30, and December 31 Each quarterly payment shall be due and payable no later than forty five (45) days after said dates 3.3 Acceptance of Payment No acceptance of any payment shall be construed as an accord by City that the amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as a release of any claim City may have for further or additional sums payable or for the performance of any other obligation of Grantee The period of limitation for recovery of Franchise Fees payable hereunder shall be six (6) years from the date on which payment by the Grantee was due or such shorter period of time if so provided by law 3.4 Quarterly Franchise Fee Reports Each payment shall be accompanied by a written report to City on a form commonly used by Grantee, venfied by an officer of Grantee, containing an accurate statement in summarized form, of Grantee's Gross Revenues and the computation of the payment amount Such reports shall include all Gross Revenues of the Cable System 3.5 Audits On an annual basis, upon thirty (30) days' prior written notice, City shall have the right to conduct an independent audit of Grantee's financial records necessary to enforce compliance with this Franchise and to calculate any amounts determined to be payable under this Franchise Provided Grantee cooperates in making all relevant records available upon request, City will in good faith attempt to complete each audit within six (6) months, and the audit period shall not be any greater than the previous six (6) years or such shorter period of time if so provided by law Any additional amounts due to the City as a result of the audit shall be paid within sixty (60) days following written notice to the Grantee, and Grantee's agreement that the audit findings are correct, which notice shall include a copy of the audit findings If a Franchise Fee underpayment is discovered as the result of an audit, Grantee shall pay, in addition to the amount due, interest at the maximum allowed rate as provided under State law calculated from the date the underpayment was originally due until the date the City receives the payment If the audit shows that Franchise Fees have been underpaid, by five percent (5 %) or more in a calendar year, Grantee shall pay the cost of the audit in an amount up to $7,500 per audited year 3.6 Financial Records Grantee agrees to meet with a representative of the City upon request to review Grantee's methodology of record - keeping, financial reporting, the computing of Franchise Fee obligations 17 Comcast Cable Television Franchise and other procedures, the understanding of which the City deems necessary for reviewing reports and records that are relevant to the enforcement of this Franchise 3.7 Interest on Late Payments In the event any payment is not received within forty-five (45) days from the end of the scheduled payment period, Grantee shall pay, in addition to the payment or sum due, interest from the due date at the prime rate as listed in the Wall Street Journal on the date the payment was due, until the date the City receives the payment. 3.8 Maximum Franchise Fee The parties acknowledge that, at present, applicable federal law limits City to collection of a Franchise Fee of five percent (5 %) of Gross Revenues in any twelve (12) month period In the event that at any time throughout the term of this Franchise, City is authorized to collect an amount in excess of five percent (5 %) of Gross Revenues in any twelve (12) month period, the parties hereby agree to amend the Franchise after written notice to Grantee, and a public meeting to discuss same provided that all wirelme cable systems in the Franchise Area over which the City has jurisdiction are treated in an equivalent manner In the event that at anytime throughout the term of this Franchise, City is limited by federal law to collecting an amount which is less than five percent (5 %) of Gross Revenues in any twelve (12) month period, Grantee may reduce the Franchise Fee payments to the City in accordance with federal law and the parties hereby agree to amend the Franchise unless the City would be covered under grandfathered provisions under federal law to keep the Franchise Fee at 3 5% of Gross Revenues 3.9 Additional Commitments Not Franchise Fees No term or condition in this Franchise shall in any way modify or affect Grantee's obligation to pay Franchise Fees Although the total sum of Franchise Fee payments and additional commitments set forth elsewhere in this Franchise may total more than five percent (5 %) of Grantee's Gross Revenues in any 12 -month period, Grantee agrees that the additional commitments regarding PEG funding, and Access Channels are excluded from the definition of Franchise Fees herein and are not Franchise Fees, nor are they to be offset or credited against any Franchise Fee payments due to City, pursuant to any federal law Furthermore, City and Grantee agree that any utility tax, business and occupation tax or similar tax shall be in addition to any Franchise Fees required herein and there shall be no offset against Franchise Fees subject to applicable law 3.10 Payment on Termination If this Franchise terminates for any reason, the Grantee shall file with the City within one hundred twenty (120) calendar days of the date of the termination, a financial statement, certified by an independent certified public accountant, showing the Gross Revenues received by the Grantee since the end of the previous fiscal year Within forty five (45) days of the filing of the certified statement with the City, Grantee shall pay any unpaid amounts as indicated If the Grantee fails to satisfy its remaining financial obligations as required in this Franchise, the City may do so by utilizing the funds available in a Letter of Credit or other security provided by the Grantee 18 Comcast Cable Television Franchise 3.11 Service Packages If Grantee offers bundled Cable Services and non -Cable Services to Subscribers, Grantee shall fairly and reasonably allocate revenue with regard to Cable Services If a dispute arises between the parties regarding this matter, the City and Grantee will meet and discuss such matters in good faith in an attempt to resolve the dispute. 3.12 Additional Compensation In the event that Franchise Fees are prohibited by any law or regulation, Franchisee shall pay to the City that amount, if any, which is determined by applicable law 3.13 Tax Liability The Franchise Fees shall be in addition to any and all taxes or other levies or assessments which are now or hereafter required to be paid by businesses by any law of the City, the State or the United States including, without limitation, sales, use, utility and other taxes, or business license fees SECTION 4. ADMINISTRATION AND REGULATION City shall be vested with the power and right to administer tlus Franchise and the regulations and requirements of applicable law, including the Cable Act, or to delegate that power and right of administration, or any part thereof, to the extent permitted under federal, State and local law, to any agent in the sole discretion of the City 4.1 Rates and Charges Grantee rates and charges related to or regarding Cable Services shall be subject to regulation by City to the full extent authorized by applicable federal, State and local laws Customer billing shall be itemized by service(s) per FCC Regulation 76 309 (B) (ii)(A) and 76 1619 or as amended Grantee shall comply with all applicable laws regarding rates for Cable Services and all applicable laws covering issues of cross subsidization 4.2 No Rate Discrimination All Grantee rates and charges shall be published (in the form of a publicly - available rate card), made available to the public, and shall be non - discriminatory as to all Persons of similar classes, under similar circumstances and conditions Grantee shall apply its rates in accordance with governing law Nothing herein shall be construed to prolubit (A) The temporary reduction or waiving of rates or charges in conjunction with promotional campaigns, (B) The offering of reasonable discounts to similarly situated Persons, (C) The offering of rate discounts for either Cable Service generally, or (D) The offering of bulk discounts for Multiple Dwelling Units (E) The Grantee offers to continue through a voluntary initiative a discount of 30% from its published rate card rate to Subscribers for Basic Cable Services or the Basic portion of Expanded Basic as part of their service (provided they are not already receiving a package 19 Comcast Cable Television Franchise discount) who are deemed low income by City standards and aged 65 years or older or disabled, provided that such individual(s) are the legal owner or lessee /tenant of their Dwelling Unit 4.3 Filing of Rates and Charges (A) Throughout the term of this Franchise, Grantee shall maintain on file with City a complete schedule of applicable rates and charges for Cable Services provided under this Franchise Nothing in this subsection shall be construed to require Grantee to file rates and charges under temporary reductions or waivers of rates and charges in conjunction with promotional campaigns 4.4 Time Limits Strictly Construed Whenever this Franchise sets forth a time for any act to be performed by Grantee, such time shall be deemed to be of the essence, and any failure of Grantee to perform within the allotted time may be considered a breach of this Franchise 4.5 Performance Evaluation (A) Special evaluation sessions may be held at any time upon request by City during the term of this Franchise following Grantee's repeated failure to comply with the terms of this Franchise (B) All evaluation sessions shall be open to the public and announced at least one week in advance in a newspaper of general circulation in the Franchise Area (C) Topics that may be discussed at any evaluation session may include those issues surrounding Grantee's failure to comply with the terms of the Franchise provided that nothing in this subsection shall be construed as requiring the renegotiation of this Franchise or any term or provision therein and further provided that this subsection need not be followed before other legal or equitable remedies within this Franchise 4.6 Leased Access Channel Rates Upon request, Grantee shall provide a complete schedule of current rates and charges for any and all Leased Access Channels, or portions of such Channels, provided by Grantee 4.7 Late Fees (A) For purposes of this subsection, any assessment, charge, cost, fee or sum, however, characterized, that the Grantee imposes upon a Subscriber solely for late payment of a bill is a late fee and shall be applied in accordance with applicable local, State and federal laws (B) The Grantee's late fee and disconnection policies and practices shall be nondiscriminatory, and such policies and practices, and any fees imposed pursuant to this subsection, shall apply equally in all parts of the City without regard to the neighborhood or income level of the subscribers 20 Comcast Cable Television Franchise SECTION S. FINANCIAL AND INSURANCE REQUIREMENTS 5.1 Indemnification (A) General Indemnification Grantee, at its sole cost and expense, shall indemnify, defend and hold City, its officers, officials, boards, commissions, authorized agents, representatives, and employees, harmless from any action or claim for injury, damage, loss, liability, settlement, proceeding, judgment, or cost or expense, including court and appeal costs and attorneys' fees and expenses, arising from any casualty or accident to Person or property, including, without limitation, copyright infringement, defamation, and all other damages in any way arising out of, or by reason of, any construction, excavation, erection, operation, maintenance, repair or reconstruction, or any other act done under this Franchise, by or for Grantee, its authorized agents, or by reason of any neglect or omission of Grantee its authorized agents or its employees Grantee shall consult and cooperate with the City while conducting its defense of the City (B) Indemnification for Relocation Subject to applicable law, Grantee shall indemnify City for any damages, payable by City related to, arising solely out of or resulting solely from Grantee's failure to properly install, remove, adjust or relocate any of its facilities in the streets in accordance with any lawful relocation required by City (C) Additional Circumstances Grantee shall also indemnify, defend and hold City harmless for any claim for injury, damage, loss, liability, cost and expense, including court and appeal costs and attorneys' fees and expenses in any way arising out of any failure by Grantee to secure consents from the owners, authorized distributors or Franchisees /licensors of programs to be delivered by the Cable System, provided however, that Grantee will not be required to indemnify the City for any claims arising out of the use of Access Channels by the City and/or its Designated Access Providers or use by the City of the Emergency Alert Cable System (D) Procedures and Defense If a claim or action arises, City or any other indemnified party shall tender the defense of the claim or action to Grantee, which defense shall be at Grantee's expense City may participate in the defense of a claim and, in any event, Grantee may not agree to any settlement of claims financially affecting City without City's written approval that shall not be unreasonably withheld (E) Duty of Defense The fact that Grantee carries out any activities under this Franchise through independent contractors shall not constitute an avoidance of or defense to Grantee's duty of defense and indemnification under this Section (F) Duty to Give Notice 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 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 any claims arising thereunder, and the City shall cooperate fully therein (G) Separate Representation If separate representation to fully protect the interests of both parties is necessary, such as a conflict of interest between the City and the counsel selected 21 Comcast Cable Television Franchise by Grantee to represent the City, Grantee shall select other counsel without conflict of interest with the City (H) The grant of this Franchise shall have no effect on the Grantee's duty under the prior franchises to indemnify or insure the City against acts and omissions occurring during the period that the prior franchises were in effect, nor shall it have any effect upon Grantee's liability to pay all Franchise Fees which were due and owed under prior franchises 5.2 Insurance Requirements (A) General Requirement Grantee shall maintain in full force and effect at its own cost and expense each of the following policies of insurance (1) Commercial General Liability coverage for bodily injury, personal injury, and property damage with limits of no less than two million dollars ($2,000,000) per occurrence The general aggregate limit shall be no less than five million dollars ($5,000,000) Such insurance shall name the City, the City's officers, officials, boards, commissions, agents, representatives, volunteers and employees as additional insureds (2) Commercial Automobile Liability Insurance with minimum combined single limits of at least two million dollars ($2,000,000) each occurrence and five million dollars ($5,000,000) aggregate with respect to each of Grantee's owned, hired and non - owned, or any other vehicles assigned to or used in any activities authorized under or used in conjunction with this Franchise (3) Employer's Liability with limits of at least one million dollars ($1,000,000) (4) Workers' Compensation insurance shall be maintained during the life of this Franchise to comply with State law for all employees (B) Each policy shall provide that the insurance shall not be canceled or terminated so as to be out of compliance with these requirements without forty -five (45) days' written notice first provided to the City via mail, and ten (10) days notice for nonpayment of any premium If the insurance is canceled or terminated so as to be out of compliance with the requirements of this Franchise, Grantee shall provide a replacement policy Grantee agrees to maintain continuous uninterrupted insurance coverage, in at least the amounts required, until all work required to be performed under the terms of this Franchise is satisfactorily completed and, in the case of Commercial General Liability Insurance, for at least one (1) year after expiration of this Franchise Any failure of Grantee to comply with the claim reporting provisions of the policy(ies) or any breach of an insurance policy warranty shall not affect coverage afforded under the policy to protect the City However, if coverage is not afforded under these circumstances, Grantee will mdemn4 City for losses City otherwise would have been covered for as an additional insured All insurance policies, except Workers Compensation, shall contain a waiver of transfer rights of 22 Comcast Cable Television Franchise recovery (subrogation) against City, its officers, officials, agents, and employees for any claims arising out of Grantee's work or service Grantee solely shall be responsible for deductibles and/or self - insured retention, and City, at its option, may require Grantee to secure the payment of such deductible or self - insured retention by a surety bond or an irrevocable Letter of Credit. (C) Endorsements (1) All policies shall contain, or shall be endorsed so that (a) The City, and the City's officers, officials, boards, commissions, agents, representatives, and employees are to be covered as, and have the rights of, additional insured's with respect to liability ansmg out of activities performed by, or on behalf of, Grantee under this Franchise or applicable law, or in the construction, operation, upgrade, maintenance, repair, replacement or ownership of the Cable System, (b) Grantee's insurance coverage shall be primary insurance with respect to the City, City Council and the City's officers, officials, boards, commissions, agents, and employees Any insurance or self insurance maintained by the City, City Council and the City's officers, officials, boards, commissions, agents, representatives, volunteers or employees shall be in excess of the Grantee's insurance and shall not contribute to it, provided the occurrence arises out of Grantee's negligence, and (c) Grantee's insurance shall apply separately to each insured against whom a claim is made or lawsuit is brought, except with respect to the limits of the insurer's liability (D) Verification of Coverage The Grantee shall furnish the City with certificates of insurance and an endorsement reflecting additional insured status The certificates for each insurance policy are to be on standard forms or such forms as are consistent with standard industry practices, and are to be received and approved by the City at the time of acceptance of this Franchise by Grantee with existing insurance coverage to be maintained by Grantee until that date The Grantee hereby warrants that its insurance policies satisfy the requirements of this Franchise 5.3 Security (A) Grantee shall provide a performance bond in the amount of twenty -five thousand dollars ($25,000) to ensure the faithful performance of its responsibilities under this Franchise and applicable law, including, by way of example and not limitation, its obligations to relocate and remove its facilities and to restore City Rights -of -Way and other property Grantee may be required to obtain additional bonds, such as generally applicable construction bonds, in accordance with the City's ordinary practices The construction bond and performance bond shall be in a standard industry form Grantee shall pay all premiums or costs associated with maintaining the bond(s), and shall keep the same in full force and effect at all times Except as expressly provided herein, the Grantee shall not be required to obtain or maintain other bonds as a condition of being awarded the Franchise or continuing its existence (B) If there is uncured breach by Grantee of a material provision of this Franchise or 23 Comcast Cable Television Franchise pattern of repeated violations of any provision(s) of this Franchise, then the City may request and Grantee shall establish and provide within thirty (30) days from receiving notice from the City, to the City as security for the faithful performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the City in the amount of twenty -five thousand dollars ($25,000) (C) After the giving of notice by the City to Grantee, and expiration of any applicable cure period, the letter of credit may be drawn upon by the City for purposes that include, but are not limited to the following- (1) Failure of Grantee to pay the City sums due under the terms of this Franchise, (2) Reimbursement of costs borne by the City to correct Franchise violations not corrected by Grantee, and (3) Liquidated damages assessed against Grantee as provided in this Franchise (D) The City shall give Grantee written notice of any withdrawal under this subsection upon such withdrawal Within ten (10) days following receipt of such notice, Grantee shall restore the letter of credit to the amount required under this Franchise Grantee's maintenance of the letter of credit shall not be construed to excuse unfaithful performance by Grantee or limit the liability of Grantee to the amount of the letter of credit or otherwise limit the City's recourse to any other remedy available at law or in equity (E) Grantee agrees to maintain continuous uninterrupted letter of credit and bonds in the amounts required for the duration of this Franchise or as otherwise specified in this Franchise (F) Grantee shall have the right to appeal to the City Council for reimbursement in the event Grantee believes that the letter of credit was drawn upon improperly After a determination by the City Council, Grantee shall also have the right of Judicial appeal if Grantee believes the letter of credit has not been properly drawn upon in accordance with this Franchise Any funds the City erroneously or wrongfully withdraws from the letter of credit shall be returned to Grantee with interest, from the date of withdrawal at a rate equal to the prime rate of interest as quoted in the Wall Street Journal SECTION 6. CUSTOMER SERVICE 6.1 Customer Service Standards Grantee shall comply with Customer Service Standards as provided in FCC Standards 47 C F R Sections 76 309, 76 1602, 76.1603 and 76.1619 6.2 Subscriber Privacy Grantee shall comply with privacy rights of Subscribers in accordance with applicable law 24 Comcast Cable Television Franchise 6.3 Customer Service Location(s) For a period of two (2) years, the Grantee must maintain, at a minimum, one (1) Customer service location as prescribed herein conveniently located within Kitsap County that will be open during Normal Business Hours, to provide Subscribers the opportunity to pick up (certain types of equipment depending upon size and subject to storage availability on site) and return Subscriber equipment and to make bill payments Sixty (60) days prior to any closure of such Customer Service location, the City and the Grantee agree to meet to discuss any prospective closure In addition, Grantee shall at all times maintain a Customer support center where Customers may access information related to services and products, make bill payments or "speak" with a Customer Service Representative Grantee is encouraged to provide a website 6.4 Customer Service Agreement and Manual (A) Grantee shall provide to Subscribers an accurate, comprehensive service agreement (currently called the work order) and Customer installation packet (currently called the Install Package) for use in establishing Subscriber service This material shall, at a mimmum, contain the following (1) Grantee's procedure for investigation and resolution of Subscriber service complaints (2) Services to be provided and rates for such services (3) Billing procedures (4) Service termination procedure (5) A description of the manner that will be used to provide notice of changes in rates, service or service terms and conditions (6) A complete statement of the Subscriber's right to privacy (7) Equipment policy (8) The name, address and phone number of the Customer care department that is responsible for handling cable questions and complaints for the Grantee (B) A copy of the installation packet shall be available to each Subscriber at the time of initial installation and any reconnection or Cable Service upgrade requiring a home visit by the Grantee (excluding reconnections to the same Subscriber within twelve (12) months), and at any time the packet is requested by the Subscriber Within thirty (30) days following material policy changes, information regarding the changes will be provided to Subscribers 25 Co`ncast Cable Television Franchise SECTION 7. REPORTS AND RECORDS 7.1 Open Records 7.1.1. Books and Records Throughout the term of this Franchise, the Grantee agrees that the City, upon reasonable prior written notice to the Grantee, may review such of the Grantee's books and records regarding the operation of the Cable System and the provision of Cable Service in the Franchise Area which are reasonably necessary to monitor Grantee's compliance with the provisions of this Franchise at the Grantee's business office, during normal business hours, and without unreasonably interfering with Grantee's business operations Such books and records shall include any records required to be kept in a public file by the Grantee pursuant to the rules and regulations of the FCC All such documents pertaining to financial matters that may be the subject of an inspection by the City shall be retained by the Grantee for a minimum period of five (5) years 7.1.2. File for Public Inspection Throughout the term of this Franchise, 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 7.2 Confidential / Proprietary Information. Not withstanding anything to the contrary set forth in this Section, the Grantee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature That said, Grantee does agree to provide all information reasonably required to verify compliance with the material terms of the Franchise City agrees to keep confidential any proprietary or confidential books or records to the extent permitted by law. Grantee shall be responsible for clearly and conspicuously identifying the work confidential or proprietary, and shall provide a brief written explanation as to why such information is confidential and how it may be treated as such under State or federal law If City receives a demand from any Person for disclosure of any information designated by Grantee as confidential, City shall, so far as consistent with applicable law, advise Grantee and provide Grantee with a copy of any written request by the party demanding access to such information within a reasonable time 7.3 Records Required Grantee shall at all times maintain (A) Access to a full and complete set of plans, records and "route" maps showing the location of all Cable System equipment installed or in use in the Rights -of -Way, that are generated in Grantee's normal course of business, (B) A copy of all FCC filings on behalf of Grantee, its parent corporations or Affiliates that relate to the operation of the Cable System in the Franchise Area, (C) A list of Grantee's Cable Services, rates and Channel line -ups, (D) A compilation of Subscriber complaints, actions taken and resolution, and a log of service calls 26 Comcast Cable Television Franchise (E) Financial records as referred to in Section 3 7.4 Copies of Federal and State Reports Upon written request, Grantee shall submit to City copies of any pleading, applications, notifications, communications and documents of any kind, submitted by Grantee or its Affiliates to any federal, State or local courts, regulatory agencies and other government bodies if such documents directly relate to the operations of Grantee's Cable System within the Franchise Area. Grantee shall submit such documents to City no later than thirty (30) days after receipt of City's request Grantee shall not claim confidential, privileged or proprietary rights to such documents unless under federal, State, or local law such documents have been determined to be confidential by a court of competent jurisdiction, or a federal or State agency With respect to all other reports, documents and notifications provided to any federal, State or local regulatory agency as a routine matter in the due course of operating Grantee's Cable System within the Franchise Area, Grantee shall make such documents available to City upon City's written request 7.5 Complaint File and Reports Grantee shall keep an accurate and comprehensive compilation of any and all Customer complaints received and Grantee's actions in response to those complaints, in a manner consistent with the privacy rights of Subscribers Grantee shall provide an executive summary report to the City on an annual basis within ninety (90) days of the end of each year that shall include the following information (A) Nature and type of Customer complaints, (B) Average response time for service calls, (C) Phone activity report, (D) A summary of the previous year's activities regarding the development of the Cable System, including, beginning and ending plant miles constructed, any technological changes occurring in the Cable System and the number of subscribers for each class of Cable Service (i e, Basic, Expanded Basic Service, premium, etc ), 7.6 Inspection of Facilities and Annual Meeting City may inspect any of Grantee's facilities and equipment located in the Rights -of -Way or on other public property at any reasonable time during business hours upon at least twenty -four (24) hours notice, or, in case of emergency, upon demand without prior notice Throughout the term of the Franchise, Grantee shall meet with the City on an annual basis upon fifteen (15) days prior written notice from City Matters to be discussed include, but are not limited to Customer service, Cable System performance, technical issues and other matters related to Grantee's operation of the Cable System 7.7 False Statements Any intentional false or misleading statement or representation in any report required by this Franchise shall be a material breach of this Franchise and may subject Grantee to all remedies, 27 Comcast Cable Television Franchise legal or equitable, that are available to City under this Franchise SECTION 8. PROGRAMMING 8.1 Broad Programming Categories Grantee shall 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) Foreign language programming 8.2 Deletion of Broad Programming Categories (A) Grantee shall not delete or so limit as to effectively delete any broad category of programming within its control without prior written notice to the City (B) In the event of a modification proceeding under federal law, the mix and quality of Cable Services provided by Grantee shall follow the guidelines of Federal law 8.3 Obscenity Grantee shall not transmit, or permit to be transmitted, over any Channel subject to its editorial control any programming which is obscene under applicable federal, State or local laws 8.4 Services for the Disabled Grantee shall comply with the Americans With Disabilities Act and any amendments or successor legislation thereto 8.5 Parental Control Device Upon request by any Subscriber, Grantee shall make available at no charge a parental control or lockout device, traps or filters to enable a Subscriber to control access to both the audio and video portions of any Channels Grantee shall inform its Subscribers of the availability of the lockout device at the time of their initial subscription and periodically thereafter 8.6 Complementary Cable Service The Grantee, upon request, shall provide without charge, a Standard Installation and one outlet of Basic Service to those City buildings now existing, acquired or hereafter constructed provided that the buildings are either owned and occupied or leased and occupied by the City, for administrative purposes, fire station(s), police station(s), libraries and School(s) and provided further that they are already served or are within 125 aerial service feet or 60 underground trench 28 Comcast Cable Television Franchise feet (a Standard Installation) of its Cable System, excluding those buildings or portions of buildings that house or occupy pnson/jail populations The Cable Service described herein is a voluntary initiative that Grantee offers to continue throughout the term of this Franchise. The Cable Service provided shall not be distributed beyond the originally installed outlet without authorization from Grantee In the case of leased facilities, the recipient of service is responsible for securing approval for appropriate right of entry suitable to the Grantee in its reasonable discretion The Cable Service provided shall not be used for commercial purposes and the City shall take reasonable steps to limit display in public areas to the City Access Channels The City shall take reasonable precautions to prevent any use of the Grantee's Cable System in any manner that results in the inappropriate use thereof or any loss or damage to the Cable System To the extent not inconsistent with other provisions in this Franchise, the City shall hold the Grantee harmless from any and all liability or claims ansmg out of the use of Cable Service at City facilities and other facilities identified in this Section For new hookups, the Grantee shall not provide an outlet to such buildings where a non - Standard Installation is required, unless the City or building owner /occupant agrees to pay the cost of any necessary Cable System extension and non - Standard Installation If additional outlets of Cable Service are provided to such buildings beyond those required herein, there shall not be any monthly service fees associated therewith 8.7 New Technology (A) If there is a new technology, Cable Service program offering, programming delivery method or other such new development that Grantee in its sole discretion decides to beta test or trial on a limited basis in the marketplace, and such a test or trial is suited to the size and demographics of the City, Grantee shall be allowed by City to conduct the trial or beta test in the City so long as such a test is technically feasible (B) If there is a new technology that in City's opinion would enhance substantially the quality or quantity of programming available to Subscribers on the Cable System, Grantee shall, at the request of the City, investigate the feasibility of implementing said technology and report to City the results of such investigation within ninety (90) days from the date of such request SECTION 9. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS 9.1 Access Channels At all times during the term of this Franchise, Grantee shall provide, as part of the Basic Service package, at no charge, the following Access Channels One (1) Channel for Governmental and other Access Programming, and One (1) Channel for the Scrambled Channel Additionally, Grantee shall make available at no charge one (1) additional Channel to be triggered for PEG programming in accordance with Section 9 2 herein It is further agreed that any Access Channel that has Governmental Programming may also be utilized for public access programming In addition, Grantee shall endeavor to carry regional educational Channels in the City 29 Comcast Cable Television Franchise In the event Grantee makes any change in the Cable System and related equipment and facilities or in signal delivery technology, which change directly or indirectly affects the signal quality or transmission of any Access Channel programming or services, the Grantee shall, at its own expense, take necessary technical steps, acquire new equipment so that the Access facilities and equipment may be used as intended to ensure that delivery of Access Video Programming signals is not diminished or adversely affected, including, among other things, so that live and taped programming can be cablecast with as good or better signal quality than existed prior to such change For example, these provisions shall apply if Basic Service on the Cable System is converted from an analog to a digital format, such that the Access Channels must also be converted to digital in order to be received by Subscribers 9.2 Triggers for Additional Access Channel Pursuant to Section 9 1 (Access Channels), the City may require Grantee to make available an additional activated Downstream Channel when the Access Channels required by Section 9 1 are used for Locally Scheduled Original Programming (excluding character generated and filler programming, e.g video bulletin board, NASA, AM/FM Radio Programming) at least forty eight (48) hours per week eighty percent (80 %) of the time between 10 00 A M and 10 00 P M , Monday through Friday during any consecutive ten (10) week period, and then Grantee shall make available, upon written request within six (6) months one additional Access Channel for Access Programming purposes Therefore, an average of 3 2 hours of non - replay original programming per day on a five day per week basis for a ten (10) consecutive week period is required to trigger use of an additional Access Channel The programming of an additional Access Channel required herein must contain distinct and non - repetitive programming of the other Access Channel 9.3 Management and Control of Access Channels (A) City may authorize Designated Access Providers to control, operate, and manage the use of any and all Access facilities provided by Grantee under this Franchise, including, without limitation, the operation of Access Channels The City or its designee may formulate rules for the operation of the Access Channels, consistent with this Franchise, the FCC, federal and State law Nothing herein shall prohibit the City from authorizing itself to be a Designated Access Provider (B) Grantee shall cooperate with City and Designated Access Providers in the use of the Cable System and Access facilities for the provision of Access Channels 9.4 Underutilized Access Channels Grantee and the City agree that it is their mutual goal to fully and efficiently use the Channel capacity of the Cable System, which may include allowing the Grantee to use underutilized Access Channels If Grantee believes that any Access Channel is underutilized, Grantee may file a request with the City to use that Access Channel The City shall in its sole and absolute discretion render a decision regarding the matter within sixty (60) days of receiving the request Should the City find that the Access Channel may be used by the Grantee, then Grantee may i begin using such Channel ninety (90) days after receipt of the decision 30 Comcast Cable Television Franchise 9.5 Access Channel Identification /Location/Relocation/Bill Insertions Grantee will use reasonable efforts to minimize the movement of Access Channel assignments. Grantee shall provide to the City a minimum of sixty (60) days notice, and use its best efforts to provide ninety (90) days notice, prior to any relocation of its Access Channels, unless the change is required by federal law, in which case Grantee shall give the City the maximum notice possible Any Access Channel that is relocated shall be carried on the Basic or Expanded Basic Channel line -up Grantee shall reimburse the City up to three thousand dollars ($3,000 00) for the necessary cost of replacing printed materials in the event that the Access Channel is moved Grantee, upon request, and when space is available, shall provide the City the opportunity to include two bill insertions per year The City or Designated Access Providers shall be responsible for the costs of printing its bill insertions, the cost of inserting the information into Grantee's bills and for any incremental postage costs Bill insertions must conform to Grantee's reasonable mailing requirements Grantee shall be provided an opportunity to review and approve all Access bill insertions 9.6 Access Interconnections (A) Grantee shall, in accordance with this Franchise, continue throughout the term of this Franchise to maintain the existing Interconnection with the adjacent cable systems owned and operated by Grantee or an Affiliate of Grantee Grantee, at its expense shall take all necessary technical steps to ensure that downstream transmissions provide an adequate signal quality in accordance with FCC regulations (B) Grantee shall, in accordance with this Franchise, continue throughout the term of this Franchise to maintain the existing Interconnect with the adjacent cable system not owned or operated by Grantee or an Affiliate of Grantee (C) Nothing in this section alters Grantee's Channel obligations for Access programming delivered to Subscribers within the Franchise Area (D) It is not the Grantee's responsibility to ensure that the signals provided to the existing Interconnection by another Interconnecting cable system meet industry standards (E) City retains the right to contract with other Persons for fiber and lines that are not paid for or provided by Grantee and Grantee acknowledges and agrees that given the complexity of the network in the City, there are and may be situations where Grantee's fiber may be used for tY Y Y transport in addition to other Person's facilities used by the City (F) Any equipment and construction costs borne by Grantee in connection with the obligation to provide for Access Channel Interconnection shall be considered a capital cost City agrees that such cost is an "external cost" as such term is used in 47 C F R Section 76 922(f) on the date of this Franchise, and as such, the cost is permitted under federal law and regulation to be passed through to Subscribers, to the extent and in a manner provided for in federal regulations governing the same 31 Comcast Cable Television Franchise 9.7 Support for Access Capital Costs Beginning on the Effective Date of this Franchise, Grantee shall pay to City a Capital Contribution for educational and government access capital expenditures in an amount up to twenty -five cents ($ 25) per Subscriber per month This amount may be changed by City during the term of the Franchise via written notice to Grantee by the Mayor which shall begin remitting such amount, up to thirty-five ($ 35) per subscriber per month, within sixty (60) days of the written notice Grantee shall make such payments quarterly, no later than thirty (30) days following the end of the quarter The City agrees that 47 C F R §76 922 permits Grantee to add the cost of the Capital Contribution to the price of Cable Services and to collect the Capital Contribution from Subscribers In addition, as permitted in 47 C F R §76 985, all amounts paid as the Capital Contribution may be separately stated on Subscriber's bills as a government access capital equipment fee 9.8 Access Channels On Lowest Tier All Access Channels provided to Subscribers under this Franchise shall be included by Grantee, without limitation, on the Tier of Cable Service as required by the FCC 9.9 Technical Quality The Grantee shall maintain all Access channels and Interconnections as required by FCC standards. 9.10 Return Connectivity (A) Throughout the term of this Franchise, Grantee at its cost and expense shall continue to provide and maintain local origination return lines from the Bremerton High School (1500 13` Street), Olympic College (1600 Chester Street), and Admiral Theatre (515 Pacific Ave ) to the Norm Dicks Government Center at 345 6` Street, Bremerton, Washington 98337 Grantee at its cost and expense shall also continue to provide and maintain a local origination return line from the origination point located within the Norm Dicks Government Center to the Kitsap County Fairgrounds and from the Fairgrounds to its Headend The City shall utilize all local origination return lines for the transmission of PEG programming for the Access Channels only and shall provide and maintain all necessary edge devices for transmission and reception Upon written request of the City, Grantee shall construct and maintain additional fiber -optic return connectivity from the City to other locations within the Franchise Area, for the purpose of delivering Access programming to the City All return connectivity engineering and construction costs for additional fiber optic connectivity shall be paid by the City at a cost mutually agreed to between the City and Grantee prior to beginning construction, and shall be completed within four (4) months of the year following City's acceptance of Grantee's estimated cost Grantee must submit to City, all requested estimates, prior to March 1 St of each calendar year, and City must respond, to Grantee, with acceptance or refusal prior to June 1 St of each calendar year City shall be responsible for any of Grantee's engineering costs associated with a project requested by City, but not accepted for construction. Grantee may require that a reasonable deposit of the estimated project cost be paid in advance (B) After satisfactory completion of work requested by the City for which the City is to reimburse the Grantee and upon submission by Grantee of a proper invoice for payment of the cost reasonably incurred and accompanied by such evidence in support thereof, the City agrees to I 32 Comcast Cable Television Franchise make payment for the cost reasonably incurred up to the estimated cost for the work; provided, however, that all payments shall be subject to adjustment for any amount found upon audit or otherwise to have been improperly invoiced All work shall be performed in a cost - effective manner to minimize the costs to the City SECTION 10. GENERAL RIGHT -OF -WAY USE AND CONSTRUCTION 10.1 Construction (A) Grantee shall perform all maintenance, construction, repair, upgrade and reconstruction necessary for the operation of its Cable System in accordance with applicable laws, regulations, ordinances and provisions of this Franchise To the extent practicable and economically feasible, Grantee's construction and location of its facilities shall be of minimal impact to City streets and sidewalks located within the Rights -of -Way All construction and maintenance of any and all of Grantee's facilities within Rights -of -Way shall, regardless of who performs the construction, be and remain Grantee's responsibility (B) Prior to beginning any construction, Grantee shall provide City with a construction schedule for work in the Rights -of -Ways as required by City's permitting regulations (C) Grantee may make excavations in Rights -of -Way for any facility needed for the maintenance or extension of Grantee's Cable System Prior to doing such work, Grantee shall apply for, and obtain, appropriate permits from City, and give appropriate notices to City, and Grantee shall pay all applicable fees upon issuance of the requisite construction permits by City to Grantee. As a condition of any permits so issued, City officials may impose such conditions and regulations as are necessary for the purpose of protecting any structures in such Rights -of- Way, proper restoration of such Rights -of -Way and structures, protection of the public and the continuity of pedestrian or vehicular traffic Whenever it is possible and reasonably practicable to joint trench or share bores or cuts, Grantee shall work with other providers, permittees and franchisees so as to reduce so far as possible the number of Rights -of -Way cuts within the Franchise Area (D) In the event that emergency repairs are necessary, Grantee may initiate such emergency repairs, and shall apply for appropriate permits within forty-eight (48) hours after discovery of the emergency 10.2 Location of Facilities Within three (3) business days, unless otherwise specified in federal, State or local regulations, after the City or any franchisee or permtttee of the City notifies Grantee of a proposed Right -of- Way excavation, Grantee shall, at Grantee's expense, mark on the surface all of its located underground facilities within the area of the proposed excavation, 10.3 Restoration of Rights -of -Way (A) When any opening is made by Grantee in a hard surface pavement in any Rights - of -Way, Grantee shall promptly refill the opening and restore the surface as required by its construction permit 33 Comcast Cable Television Franchise (B) If Grantee excavates the surface of any Rights -of -Way, Grantee shall be responsible for restoration in accordance with applicable regulations regarding the Rights -of- Way and its surface within the area affected by the excavation City may, after providing notice to Grantee, and Grantee's failure to respond within the agreed upon time, refill or repave any opening made by Grantee in the Rights -of- Way, and the expense thereof shall be paid by Grantee City may, after providing notice to Grantee, and Grantee's failure to respond within the agreed upon time, remove and repair any work done by Grantee that, in the determination of City, does not conform to applicable code The cost thereof, including the costs of inspection and supervision shall be paid by Grantee All of Grantee's work under this Franchise, and this Section in particular, shall be done in compliance with all laws, regulations and ordinances of City and State 10.4 Maintenance and Workmanship (A) Grantee's Cable System shall be constructed and maintained in such manner as not to interfere with sewers, water pipes or any other property of City, or with any other pipes, wires, conduits, pedestals, structures or other facilities that may have been laid in Rights -of -Way by, or under, City's authority (B) Grantee shall provide and use any equipment and appliances necessary to control and carry Grantee's signals so as to prevent injury to City's property or property belonging to any Person Grantee, at its own expense, shall repair, renew, change and improve its facilities to keep them in safe condition (C) The Grantee's transmission and distribution Cable System, wires and appurtenances shall be located, erected and maintained so as not to endanger or interfere with the lives of Persons, or to unnecessarily hinder or obstruct the free use of Rights -of -Way, or other public property (D) Grantee will maintain membership in good standing with the Utility's Underground Location Center, or other similar or successor organization designated to coordinate underground equipment locations and installations Grantee shall abide by Washington State's "Underground Utilities" statutes and will further comply with and adhere to procedures relating to the one call locator service program (E) Grantee shall give reasonable notice to private property owners of construction work in adjacent Rights -of -Way 10.5 Acquisition of Facilities Upon Grantee's acquisition of facilities in any Rights -of -Way, or upon the addition or annexation to the City of any area in which Grantee owns or operates any facility, such facilities shall immediately be subject to the terms of this Franchise 10.6 Reservation of Rights -of -Way Nothing in this Franchise shall prevent City from constructing any public work or improvement If any of Grantee's Cable System interferes with the construction or repair of any Rights -of -Way 34 Comcast Cable Television Franchise or public improvement, including construction, repair or removal of a sewer or water main, Grantee's Cable System shall be removed or relocated in the area City shall direct Any and all such removal or relocation shall beat the expense of Grantee In the case of anoint relocation project, Grantee shall be responsible for the cost of relocating its facilities All such removal or relocation shall be preceded by sixty (60) days written notice or such additional time as may be provided by City Should Grantee fail to remove, adjust or relocate its facilities by the date established by City's written notice to Grantee, City may effect such removal, adjustment or relocation, and the expense thereof shall be paid by Grantee (A) Movement of Cable System For and By City The City may remove or disconnect Grantee's facilities and equipment located in the Right -of -Way or on any other property of the City in the case of fire, disaster or other emergency Except during an emergency, the City shall provide reasonable notice to Grantee prior to taking such action and shall provide Grantee with the opportunity to perform such action Following notice by the City, Grantee shall remove, replace, relocate, modify or disconnect any of its facilities or equipment within any Right -of -Way, or on any other property of the City, except that the City shall provide at least sixty (60) days' written notice of any major capital improvement project that would require the removal, relocation, replacement, modification or disconnection of Grantee's facilities or equipment If the Grantee fails to complete this work within the time prescribed and to the City's satisfaction, the City may cause such work to be done and bill the cost of the work to the Grantee Grantee shall remit payment to City within thirty (30) days of receipt of an itemized list of those costs (B) Movement for Other Permittees At the request of any Person holding a valid permit and upon reasonable advance notice, Grantee shall temporarily raise, lower or remove its wires as necessary to permit the moving of a building, vehicle, equipment or other item The cost of such temporary change must be paid by the permit holder, and Grantee may require the estimated payment in advance 10.7 Rights -of -Way Vacation If any Rights -of -Way or portion thereof used by Grantee is vacated by City during the term of this Franchise, unless City specifically reserves to Grantee the right to continue the use of vacated Rights -of -Way, Grantee shall, without delay or expense to City, remove its facilities from such Rights -of -Way, and restore, repair or reconstruct the Rights -of -Way where such removal has occurred In the event of failure, neglect or refusal of Grantee, after thirty (30) days' notice by City, to restore, repair or reconstruct such Rights -of -Way, City may do such work or cause it to be done, and the reasonable cost thereof, as found and declared by City, shall be paid by Grantee within thirty (30) days of receipt of an invoice and documentation 10.8 Removal of Discontinued Facilities Whenever Grantee intends to discontinue using any facility within the Rights -of -Way, Grantee shall submit to City a complete description of the facility and the date on which Grantee intends 35 Conncast Cable Television Franchise to discontinue using the facility Grantee may remove the facility or request that City allow it to remain in place Notwithstanding Grantee's request that any such facility remain in place, City may require Grantee to remove the facility from the Rights of Way or modify the facility to protect the public health, welfare, safety and convenience, or otherwise serve the public interest. City may require Grantee to perform a combination of modification and removal of the facility Grantee shall complete such removal or modification in accordance with a schedule set by City Until such time as Grantee removes or modifies the facility as directed by City, or until the rights to and responsibility for the facility are accepted by another Person having authority to construct and maintain such facility, Grantee shall be responsible for the facility, as well as maintenance of the Rights -of -Way, in the same manner and degree as if the facility were in active use, and Grantee shall retain all liability for such facility If Grantee abandons its facilities, City may choose to use such facilities for any purpose whatsoever including, but not limited to, Access Channel purposes 10.9 Hazardous Substances (A) Grantee shall comply with all applicable State and federal laws, statutes, regulations and orders concerning hazardous substances within the Rights -of -Way (B) Upon reasonable notice to Grantee, City may inspect Grantee's facilities in Rights - of -Way to determine if any release of hazardous substances has occurred, or may occur, from or related to Grantee's Cable System In removing or modifying Grantee's facilities as provided in this Franchise, Grantee shall also remove all residue of hazardous substances related thereto 10.10 Undergrounding of Cable (A) Wiring (1) Where electric and telephone utility wiring is installed underground at the time of Cable System construction, or when all such wiring is subsequently placed underground, all Cable System lines, wiring and equipment shall also be placed underground with other wirelme service at no expense to the City Related Cable System equipment, such as pedestals, must be placed in accordance with applicable City Code requirements and rules. In areas where electric or telephone utility wiring are aerial, the Grantee may install aerial cable, except when a property owner or resident requests underground installation and agrees to bear the additional cost in excess of aerial installation (2) The Grantee shall utilize existing poles and conduit wherever possible (3) This Franchise does not grant, give or convey to the Grantee the right or privilege to install its facilities in any manner on specific utility poles or equipment of the City or any other Person. (4) The Grantee and the City recognize that situations may occur in the future where the City may desire to place its own cable or conduit for Fiber Optic cable to trenches or bores opened by the Grantee Therefore, if the Grantee further upgrades its Cable System, the Grantee shall submit these plans to the City in accordance with the City's permitting process so that such opportunities may be explored However, nothing set forth herein shall obligate the 36 Comcast Cable Television Franchise Grantee to slow the progress of any future upgrade of the Cable System to accommodate the City In addition, the Grantee agrees to cooperate with the City in any other construction by the Grantee that involves trenching or boring If sufficient space is reasonably available, the Grantee shall allow the City to lay its cable, conduit and Fiber Optic cable in the Grantee's trenches and bores, provided the City shares in the cost of the trenching and boring on the same terms and conditions as the Grantee at that time shares the total cost of trenches and bores The City shall be responsible for maintaining its respective cable, conduit and Fiber Optic cable buried in the Grantee's trenches and bores under this paragraph (5) The City shall not be required to obtain easements for the Grantee (6) The Grantee may participate with other providers in joint trench projects to relocate its overhead facilities underground and remove its overhead facilities in areas where all utilities are being converted to underground facilities (B) Repair and Restoration of Property If public property is disturbed or damaged by Grantee ansmg out of or in connection with the provision of Cable Service, the Grantee shall restore the property to its former condition Rights -of -Way or other City property shall be restored in a manner and within a timeframe approved by the City's Director of Public Works & Utilities or his or her designee If restoration of Rights -of -Way or other property of the City is not satisfactorily performed within a reasonable time, the Director of Public Works & Utilities may, after prior notice to the Grantee, or without notice where the disturbance or damage may create a risk to public health, safety or welfare, or cause delay or added expense to a public project or activity, cause the repairs to be made at the Grantee's expense and recover the cost of those repairs from the Grantee Within thirty (30) days of receipt of an itemized list of those costs, including the costs of labor, materials and equipment, the Grantee shall issue payment to the City If suit is brought by City upon Grantee's failure to pay for repair or restoration, the responsibility for reasonable costs and expenses of the prevailing party including attorney costs and fees, will be determined by a court of competent jurisdiction 10.11 Codes Grantee shall strictly adhere to all building and zoning codes currently in effect Grantee shall arrange its lines, cables and other appurtenances, on both public and private property, in such a manner as to cause no unreasonable interference with the use of said public or private property by any Person In the event of such interference, City may require the removal or relocation of Grantee's lines, cables and other appurtenances from the property in question 10.12 Construction and Use of Poles Whenever feasible, Grantee shall use existing poles when the installation of facilities above- ground is permitted. In the event Grantee cannot obtain the necessary poles and related facilities pursuant to a pole attachment agreement, and only in such event, then it shall be lawful for Grantee to make all needed excavations in the streets for the purpose of placing, erecting, laying, maintaining, repairing and removing poles, conduits, supports for wires and conductors, and any 37 Comcast Cable Television Franchise other facility needed for the maintenance or extension of Grantee's Cable System 10.13 Tree Trimming Upon obtaining a written permit from City, if such a permit is required, Grantee may prune or cause to be pruned, using proper pruning practices in accordance with such permit, any tree in the Rights -of -Way that interferes with the Cable System 10.14 Standards (A) The Grantee must comply with all federal, State and local safety requirements, rules, regulations, laws and practices, and employ all necessary devices as required by applicable law during construction, operation and repair of its Cable System By way of illustration and not limitation, the Grantee must comply with the National Electric Code, National Electrical Safety Code and Occupational Safety and Health Administration (OSHA) Standards (B) All installations of equipment shall be permanent in nature, and shall not interfere with the travel and use of public places by the public during the construction, repair, operation or removal thereof, and shall not obstruct or impede traffic 10.15 Stop Work On notice from City that any work is being conducted contrary to the provisions of this Franchise, or in violation of the terms of any applicable permit, laws, regulations, ordinances or standards, the work may immediately be stopped by City The stop work order shall (A) Be in writing, (B) Be given to the Person doing the work, or posted on the work site, (C) Be sent to Grantee by mail at the address given herein, (D) Indicate the nature of the alleged violation or unsafe condition, and (E) Establish conditions under which work may be resumed 10.16 Work of Contractors and Subcontractors Grantee's contractors and subcontractors shall be bonded in accordance with local ordinances, regulations and requirements Work by contractors and subcontractors shall be subject to the same restrictions, limitations and conditions as if the work were performed by Grantee Grantee shall be responsible for all work performed by its contractors and subcontractors and others performing work on its behalf, and shall ensure that all such work is performed in compliance with this Franchise and other applicable law, and shall be jointly and severally liable for all damages caused by them It is Grantee's responsibility to ensure that contractors, subcontractors or other persons performing work on Grantee's behalf are familiar with the requirements of this Franchise and other applicable laws governing the work performed by them 38 Comcast Cable Television Franchise 10.17 GIS Mapping (A) Grantee shall provide the City with records of Grantee's trunk and distribution facilities within the Franchise Area in a standard geographic information system format (GIS) format All updates of the GIS shall be submitted to the City Public Works & Utilities Department within thirty (30) days upon annual request SECTION 11. CABLE SYSTEM DESIGN (A) Prior to the effective date of this Franchise, the Grantee undertook a voluntary upgrade of its Cable System to a fiber -to- the -node Cable System architecture, with fiber -optic cable deployed from the Headend to the nodes and tying into a coaxial Cable System already serving Subscribers Active and passive devices currently are passing a minimum of 750 MHz, and the Cable System is capable of delivering high quality signals that meet or exceed FCC technical quality standards regardless of a particular manner in which the signal is transmitted. Grantee agrees to maintain the Cable System in a manner consistent with, or in excess of these specifications throughout the term of the Franchise (B) Equipment must be installed so that all closed captioned programming received by the Cable System shall include the closed caption signal so long as the closed caption signal is provided consistent with FCC standards (C) Grantee's construction decisions shall be based solely upon legitimate engineering decisions and shall not take into consideration the income level of any particular community within the Franchise Area (D) Grantee acknowledges that the mimmum Cable System design and performance requirements set forth in this Franchise are enforceable, to the extent allowed by law (E) System Review The City may hold a hearing to review whether or not the Cable System and the Cable Services offered by the Grantee are meeting demonstrated community needs and interests, taking into account the cost of meeting those needs and interests The parties recognize that, as of the Effective Date, the City is not permitted to require the provision of specific Video Programming pursuant to this subsection SECTION 12. SCRAMBLED CHANNEL AND INSTITUTIONAL NETWORK 12.1 Scrambled Channel On a future date to be agreed upon by City and Grantee, Grantee shall provide the City with capacity on the digital Tier of the Cable System in the form of a scrambled, encoded digital Channel as provided herein Such scrambled, encoded digital Channel shall be provided at Grantee's expense at Grantee's Headend and up to and including the termination point at the City's origination site and with the number of converters described in or referred to herein Such locations shall be provided one service drop at City's expense for those sites requiring new service installations The City shall be responsible for Grantee's engineering costs associated with an installation design and cost estimate requested by the City, but not accepted for installation Additional outlets shall be at City's expense 39 Comcast Cable Television Franchise Access to the scrambled, encoded digital Channel will be limited to those locations referred to herein that contain uniquely coded converters, which must effectively descramble and decode the signals at the aforementioned referred to locations Beyond the 18 converters to be provided at Grantee's expense, additional programmed converters shall be made available to the City, or other institutions authorized by the City, at the advertised retail rate upon the express written request of the City The converters themselves shall be digital and the signal shall be transmitted in digital format, be addressable and scrambled such that residential and commercial Subscribers will not be able to see, hear or interpret the video or audio Members of the public shall not be able to discern the programming provided over the scrambled, encoded digital Channel Programming provided over the scrambled, encoded digital Channel shall originate from the City and be transported upstream over a Fiber Optic connection to Grantee's Headend for subsequent connection to the downstream digital Channel 12.2 Institutional Network. The City and Grantee covenant and agree that Section 1 through Section 11 of the I -Net Maintenance Agreement that was finalized as of December 4, 2003 ( "I -Net Maintenance Agreement ") and is attached hereto and made part hereof as Exhibit 1, shall apply to any and all sites and related information currently listed in Exhibit's "A" and "B" of the INET Maintenance Agreement The I -Net is a private communication network governed by this Franchise and I -Net Maintenance Agreement The City will use the I -Net solely for noncommercial applications in accordance therewith and may grant access only to Qualified I -Net Users SECTION 13. TECHNICAL STANDARDS 13.1 Technical Performance The technical performance of the Cable System shall meet or exceed all applicable technical standards authorized or required by law, including, FCC technical standards, as they may be amended from time to time, regardless of the transmission technology utilized The City shall have the full authority permitted by applicable law to enforce compliance with these technical standards 13.2 Cable System Performance Testing (A) Grantee shall, at its expense, perform all tests on its Cable System required by the FCC (including FCC required test points located within the City) and shall maintain written records of its test results Upon request, all FCC required technical performance tests may be witnessed by representatives of the City Copies of such test results will be provided to the City upon request (B) All required technical performance or other Cable System tests shall be at the expense of the Grantee and may be witnessed by representatives of the City Upon request, Grantee will notify the City before any required technical proof -of- performance or other testing occurs 40 Comcast Cable Television Franchise (C) Grantee shall promptly take such measures as are necessary and diligently continue the same until completion in order to correct any performance deficiencies fully and to prevent their recurrence Grantee's failure to correct deficiencies identified through this testing process shall be a violation of this Franchise Sites shall be re- tested within five (5) days following correction until correction has been confirmed and satisfactory results are obtained SECTION 14, SERVICE EXTENSION 14.1 Service Availability (A) In general, except as otherwise provided herein, Grantee shall provide a standard aerial installation of Cable Service within seven (7) days of a request by any Person within its Franchise Area For standard underground installations scheduling shall be done within seven (7) days of a request for service For purposes of this Section, a request shall be deemed made on the date of signing a service agreement, receipt of funds by Grantee, receipt of a written request by Grantee or receipt by Grantee of a verified verbal request Grantee shall provide such service (1) With no line extension charge except as specifically authorized elsewhere in this Franchise (2) At a non - discriminatory installation charge for a Standard Installation, consisting of a one hundred twenty -five (125) foot aerial drop or sixty (60) foot underground drop connecting to the exterior demarcation point for Subscribers, with additional charges for non - standard installations computed according to a non - discriminatory methodology for such installations (3) At non - discriminatory monthly rates for all Subscribers, excepting commercial Customers, MDU Bulk Customers and other lawful exceptions to uniform pricing (B) No Customer shall be refused service arbitrarily However, for non Standard Installations of service to Customers, or a density of less than twenty -five (25) residences per 5280 aerial cable - bearing strand feet of trunk or distribution cable, or sixty (60) residences per 5280 underground trench feet of trunk or distribution cable, Cable Service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements The Grantee may require that the payment of the capital contribution in aid of construction be borne by such potential Customers be paid in advance (C) The Grantee shall provide Cable Service to Multiple Dwelling Units in accordance with an agreement with the property owner or owners, this Franchise and all applicable laws SECTION 15. STANDBY POWER AND EAS 15.1 Standby Power Grantee shall provide standby power generating capacity at the Cable System Headend capable of providing at least twelve (12) hours of emergency operation. Grantee shall maintain standby power supplies that will supply back -up power of at least two (2) hours duration throughout the 41 Comcast Cable Television Franchise distribution networks, and four (4) hours duration at all nodes and hubs In addition, throughout the term of this Franchise, Grantee shall have a plan in place, along with all resources necessary for implementing such plan, for dealing with outages of more than two (2) hours This outage plan and evidence of requisite implementation resources shall be presented to the City no later than thirty (30) days following receipt of a request therefore 15.2 Emergency Alert Capability (A) In accordance with, and at the time required by, the provisions of FCC Regulations or other federal or state requirements, as such provisions may from time to time be amended, Emergency Alert System ( "EAS ") implementation will be accomplished in compliance with the Washington State EAS Plan and to be in compliance with or further Homeland Security requirements or applications (B) Grantee shall ensure that the EAS is functioning properly at all times in accordance with FCC regulations SECTION 16. FRANCHISE BREACHES; TERMINATION OF FRANCHISE 16.1 Procedure for Remedying Franchise Violations (A) If City believes that Grantee has failed to perform any material obligation under this Franchise or has failed to perform in a timely manner, City shall notify Grantee in writing, stating with documented specificity, the nature of the alleged default Grantee shall have thirty (30) days from the receipt of such notice to (1) Respond to City, contesting City's assertion that a default has occurred, and requesting a hearing in accordance with subsection (B), below, (2) Cure the default; or (3) Notify City that Grantee cannot cure the default within the thirty (30) days, because of the nature of the default In the event the default cannot be cured within thirty (30) days, Grantee shall promptly take all reasonable steps to cure the default and notify City in writing and in detail as to the exact steps that will be taken and the projected completion date Upon five (5) business days' prior written notice, either City or Grantee may call an informal meeting to discuss the alleged default In such case, if matters are not resolved at such meeting, City may set a hearing in accordance with subsection (B) below to determine whether additional time beyond the thirty (30) days specified above is indeed needed, and whether Grantee's proposed completion schedule and steps are reasonable (B) If Grantee does not cure the alleged default within the cure period stated above, or by the projected completion date under subsection (A)(3), or demes the default and requests a hearing in accordance with subsection (A)(1), or City orders a hearing in accordance with subsection (A)(3), City shall set a public hearing to investigate said issues or the existence of the alleged default City shall notify Grantee of the hearing in writing and such hearing shall take place no less than seven (7) days after Grantee's receipt of notice of the hearing. At the hearing, 42 Comcast Cable Television Franchise Grantee shall be provided an opportunity to be heard, to present and question witnesses, and to present evidence in its defense At any such hearing, City shall not unreasonably limit Grantee's opportunity to make a record that may be reviewed should any final decision of City be appealed to a court of competent jurisdiction The determination as to whether a default or a material breach of this Franchise has occurred shall be within City's sole discretion, but any such determination shall be subject to appeal to a court of competent jurisdiction (C) If, after the public hearing, City determines that a default still exists, City shall order Grantee to correct or remedy the default or breach within fourteen (14) days of City notification or within such other reasonable timeframe as City shall determine In the event Grantee does not cure within such time to City's reasonable satisfaction, City may (1) Assess and collect monetary damages in accordance with this Franchise, and (2) Terminate this Franchise, and (3) Pursue any other legal or equitable remedy available under this Franchise or applicable law (D) The determination as to whether a violation of this Franchise has occurred pursuant to this Section herein shall be within the sole discretion of the City or its designee Any such determination by City shall be accompanied by a record, to which Grantee's contribution shall not be limited by City (i e , City shall hear any interested Persons and shall allow Grantee an opportunity to be heard, to cross examine witnesses, to present evidence and to make additions to the hearing record) Any such final determination shall be subject to appeal to a court of competent jurisdiction Such appeal to the appropriate Court shall betaken within thirty (30) days of the issuance of the determination of the City City shall receive notice from Grantee of any appeal concurrent with any filing to a court of competent jurisdiction 16.2 Alternative Remedies No provision of this Franchise shall be deemed to bar the right of either party to seek or obtain judicial relief from a violation of any provision of the Franchise or any rule, regulation, requirement or directive promulgated thereunder Neither the existence of other remedies identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of either party to recover monetary damages, as allowed under applicable law, or to seek and obtain judicial enforcement of obligations by means of specific performance, injunctive relief or mandate, or any other remedy at law or in equity The City specifically does not, by any provision of this Franchise, waive any right, immunity, limitation or protection (including complete damage immunity) otherwise available to the City, its officers, officials, Boards, commissions, agents, or employees under federal, State, or local law including by example Section 635A of the Cable Act The Grantee shall not have any monetary recourse against the City, or its officers, officials, Board, commissions, authorized agents or employees for any loss, costs, expenses or damages ansmg out of any provision, requirement of this Franchise or the enforcement thereof, subject to applicable law 43 Comcast Cable Television Franchise 16.3 Assessment of Liquidated Damages and Letter of Credit Subject to Section 5 3. (A) Grantee shall deliver to the City an irrevocable and unconditional Letter of Credit, in a form and substance acceptable to the City, from a National or State bank subject to reasonable approval by the City, in the amount of twenty -five thousand dollars ($25,000 00) (B) The Letter of Credit shall provide that funds will be paid to the City, and in an amount for liquidated damages charged pursuant to this Section, in payment for any monies owed by the Grantee to the City as a result of any material acts or material omissions by the Grantee pursuant to this Franchise or a pattern of repeated violations of any provisions of this Franchise (C) In addition to the recovery of any monies owed by the Grantee to the City or damages to the City as a result of any material acts or material omissions by the Grantee pursuant to the Franchise, the City in its sole discretion may, after notice and opportunity to cure as provided in Section 16 1, charge to and collect from the Letter of Credit the following liquidated damages. (1) For failure to provide data, documents, reports or information or to cooperate with the City during an application process or Cable System review or as otherwise provided herein, the Liquidated Damages shall be $150 00 per day for each day, or part thereof, such failure occurs or continues (2) For failure of Grantee to comply with construction, operation or maintenance standards or the provision of the scrambled Channel as provided in Section 121, the Liquidated Damages shall be $150 00 per day for each day, or part thereof, such failure occurs or continues (3) For failure to provide the PEG payments required by this Franchise, and the implementation and the utilization of the PEG Access Channels, the Liquidated Damages shall be $150 00 per day for each day, or part thereof, such failure occurs or continues (4) For failure to comply with any of the material provisions of this Franchise or Customer service standards, or other City ordinance for which a liquidated damages is not otherwise specifically provided pursuant to this paragraph (C), the liquidated damages shall be $150 00 per day for each day, or part thereof, such failure occurs or continues (D) Each violation of any material provision of this Franchise shall be considered a separate violation for which separate liquidated damages can be imposed Any liquidated damages for any given violation shall be imposed upon Grantee for a maximum of 90 days (E) If any subsequent Letter of Credit delivered pursuant thereto expires prior to twelve (12) months after the expiration of the term of this Franchise, it shall be renewed or replaced during the term of this Franchise to provide that it will not expire earlier than twelve (12) months after the expiration of this Franchise The renewed or replaced Letter of Credit shall 44 Comcast Cable Television Franchise be of the same form and with a bank authorized herein and for the full amount stated in paragraph (A) of this Section (F) The City and the Grantee recognize the delays, expense and unique difficulties involved in proving in a legal proceeding the actual loss suffered by the City as a result of the Grantee's breach of this Franchise Accordingly, instead of requiring such proof, the City and the Grantee agree that the Grantee shall pay to the City the sums set forth above for each day that the Grantee shall be in breach of the specific provisions of this Franchise Such amounts are agreed by both parties to be a reasonable estimate of the actual damages the City would suffer in the event of the Grantee's breach of such provisions of this Franchise (G) The bond(s) and Letter of Credit referred to in Section 5 3 (A) may be drawn upon by the City for breach of a material provision after notice and opportunity to cure The City shall give Grantee written notice of any intent to withdraw under this subsection Within seven (7) days following receipt of such notice, Grantee shall restore the bond(s) and Letter of Credit to the amount required under this Franchise Grantee's maintenance of the bond(s) and Letter of Credit shall not be construed to excuse unfaithful performance by Grantee or to limit the liability of Grantee to the amount of the bond(s) and Letter of Credit or otherwise to limit the City's recourse to any other remedy available at law or in equity Grantee shall have the right to appeal to the City Council for reimbursement in the event Grantee believes that a bond or Letter of Credit was drawn upon improperly Grantee shall also have the right ofjudicial appeal if grantee believes a bond or Letter of Credit has not been properly drawn upon in accordance with this Franchise Any funds the City erroneously or wrongfully withdraws from the bond(s) or Letter of Credit shall be returned to Grantee with interest from the date of withdrawal The assessment of liquidated damages does not constitute a waiver by the City of any other right or remedy it may have under the Franchise or applicable law, including its right to recover from Grantee any additional damages, losses, costs and expenses that are incurred by City by reason of the breach of this Franchise Grantee's maintenance of the security required herein or by applicable code shall not be construed to excuse unfaithful performance by the Grantee of this Franchise, to limit liability of the Grantee to the amount of the security, or to otherwise limit the City's recourse to any other remedy available at law 16.4 Revocation (A) This Franchise may be revoked and all rights and privileges rescinded if a material breach of the Franchise is not cured pursuant to Section 16 1, or in the event that (1) Grantee attempts to evade any material provision of this Franchise or to practice any fraud or deceit upon the City or Subscribers, 45 Comcast Cable Television Franchise (2) Grantee makes a material misrepresentation of fact in the negotiation of this Franchise, (3) Grantee fails to maintain the required Customer service location within the City limits as provided in this Franchise in accordance with Section 6 3, (4) Grantee abandons the Cable System, or terminates the Cable System's operations, (5) Grantee fails to restore service to the Cable System after three consecutive days of an outage or interruption in service, except in the case of an emergency or during a force maleure occurrence, or when approval of such outage or interruption is obtained from the City, it being the intent that there shall be continuous operation of the Cable System), or (6) Grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged bankrupt, there is an assignment for the benefit of Grantee's creditors, or all or part of the Grantee's Cable System is sold under an instrument to secure a debt and is not redeemed by Grantee within thirty (30) days from said sale (B) Additionally, this Franchise may be revoked one hundred twenty (120) days after the appointment of a receiver or trustee to take over and conduct the business of the Grantee (at the option of the City and subject to applicable law) whether in a receivership, reorganization, bankruptcy or other action or proceeding, unless directed otherwise by a court of competent jurisdiction (C) If there is a foreclosure or other involuntary sale of the whole or any part of the plant, property and equipment of Grantee, City may serve notice of revocation on Grantee and to the purchaser at the sale, and the rights and privileges of Grantee under this Franchise shall be revoked thirty (30) days after service of such notice, unless (1) City has approved the transfer of the Franchise, in accordance with the procedures set forth in this Franchise and as provided by law, and (2) The purchaser has covenanted and agreed with City to assume and be bound by all of the terms and provisions of this Franchise 16.5 Purchase of the Cable System If at any time this Franchise lawfully terminates, the City shall have the option to purchase the Cable System SECTION 17. FRANCHISE TRANSFER 17.1 Transfer of Ownership or Control (A) The Cable System and this Franchise shall not be sold, assigned, transferred, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, 46 Comcast Cable Television Franchise merger or consolidation, nor shall title thereto, either legal or equitable, or any right, interest or property therein pass to or vest in any Person or entity without the prior written consent of the City, which consent shall be by the City Council, acting by ordinance or resolution (B) The Grantee shall promptly notify the City of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee The word "control" as used herein is not limited to majority stockholders but includes actual working control in whatever manner exercised. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the City shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the City for its approval of a sale or transfer or change in control and shall furnish all information required by law (D) In seeking the City's consent to any change in ownership or control, the proposed transferee or controlling entity shall indicate whether it (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts, (2) Has ever had ajudgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent j unsdiction, (3) Has pending any material legal claim, lawsuit, or administrative proceeding ansmg out of or involving a cable system, (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee or controlling entity, along with any other data that is lawfully required, and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise (E) The City shall act by ordinance or resolution on the request within one hundred twenty (120) days of receipt of the FCC Form 394 application, provided it has received a complete application Subject to the foregoing, if the City fails to render a final decision on the request within one hundred twenty (120) days, such request shall be deemed granted unless the requesting party and the City agree to an extension of time (F) Within thirty (30) days of any transfer or sale or change in control, if approved or deemed granted by the City, Grantee shall file with the City a copy of the deed, agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Grantee and the transferee or controlling entity, and the transferee or controlling entity shall file its written acceptance agreeing to be bound by all of the provisions of 47 Comcast Cable Television Franchise this Franchise, subject to applicable law In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to applicable law, and will not be required to file an additional written acceptance The approval of any change in control shall not be deemed to waive any rights of City to subsequently enforce noncompliance issues relating to this Franchise For purposes herein to the extent that a change of control involves an entity that was not an Affiliate prior to the contemplated transaction, the City's consent shall be required for such change in control (G) In reviewing a request for sale or transfer or change in control, the City may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the City in so inquiring The City may condition said sale or transfer or change in control upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this Franchise by Grantee (H) Notwithstanding anything to the contrary in this subsection, the prior approval of the City shall not be required for any sale, assignment or transfer of the Franchise or Cable System to an mtracompany entity controlling, controlled by or under the same common control as Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the City and must agree in writing to comply with all of the provisions of the Franchise Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of the City, provided that such pledge of assets shall not impair or mitigate Grantee's responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise SECTION 18. PROHIBITED PRACTICES, LOCAL EMPLOYMENT EFFORTS AND NOTICES 18.1 Preferential or Discriminatory Practices Prohibited Grantee shall not discriminate in hiring, employment or promotion on the basis of race, color, ethnic or national origin, religion, age, sex, sexual orientation, or physical or mental disability Throughout the term of this Franchise, Grantee shall fully comply with all equal employment and non - discrimination provisions and requirements of federal, State and local laws, and rules and regulations relating thereto 18.2 Notices Throughout the term of this Franchise, each party shall maintain and file with the other a local address for the service of notices by mail All notices shall be sent to such respective address, and such notices shall be effective upon the date of mailing At the effective date of this i Franchise i 48 Comcast Cable Television Franchise i i I 1 Grantee's address shall be Comcast of Washington, IV, Inc 15815 25 Avenue West Lynnwood, Washington 98087 Attention. Franchising With a Copy To Comcast Cable 410 Valley Ave. NW, Suite 9 Puyallup, WA 98371 Attention Franchising City's address shall be City of Bremerton, Washington 345 0 Street, Suite 600 Bremerton, Washington 98337 Attention City Clerk SECTION 19. MISCELLANEOUS PROVISIONS 19.1 Cumulative Rights Subject to applicable law, all rights and remedies given to the City by this Franchise or retained by the City herein shall be in addition to and cumulative with any and all other rights and remedies, existing or implied, now or hereafter available to the City, at law or in equity, and such rights and remedies shall not be exclusive, but each and every right and remedy specifically given by this Franchise or otherwise existing or given may be exercised from time to time and as often and in such order as may be deemed expedient by the City and the exercise of one or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy 19.2 Costs to be Borne by Grantee Grantee shall pay for all costs of publication of this Franchise, and any and all notices prior to any public meeting or hearing provided for pursuant to this Franchise 19.3 Binding Effect This Franchise shall be binding upon the parties hereto, their permitted successors and assigns 19.4 Authority to Amend This Franchise may be amended at any time by written agreement between the parties 19.5 Venue The venue for any dispute related to this Franchise shall be in an appropriate court of competent jurisdiction I 49 Comcast Cable Television Franchise 19.6 Governing Laws This Franchise shall be governed, construed and enforced in accordance with the laws of the State of Washington (as amended), the Cable Act as amended, any applicable rules, regulations and orders of the FCC, as amended, and any other applicable local, State and federal laws, rules, and regulations, as amended Except as provided in Section 2 4(C) or otherwise in this Franchise, Ordinance No 4598 and Resolution No 2862 and Resolution No 2687 are hereby rescinded and of no further force or effect To the extent there is a conflict between this Franchise and any City Ordinance or Resolution, the terms and provisions of this Franchise shall control 19.7 Captions The captions and headings of this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of any provisions of this Franchise 19.8 No Joint Venture Nothing herein shall be deemed to create anoint venture or principal -agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner that would indicate any such relationship with the other 19.9 Waiver The failure of either party at any time to require performance by the other of any provision hereof shall in no way affect the right of the other party hereafter to enforce the same Nor shall the waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself or any other provision 19.10 Severability If any Section, subsection, paragraph, term or provision of this Franchise is determined to be illegal, invalid or unconstitutional by any court or agency of competent jurisdiction, such determination shall have no effect on the validity of any other Section, subsection, paragraph, term or provision of this Franchise, all of which will remain in full force and effect for the term of the Franchise 19.11 Compliance with Federal, State and Local Laws The Grantee shall comply with applicable federal, state and local laws, now existing or hereafter adopted 19.12 Force Majeure The Grantee shall not be held in default under, or in noncompliance with, the provisions of this Franchise, nor suffer any enforcement or imposition of damages relating to noncompliance or default, where such noncompliance or alleged defaults occurred or were caused by circumstances reasonably beyond the ability of the Grantee to anticipate and control, including war or hots, civil disturbances, floods or other natural catastrophes, labor stoppages, slow downs, availability of 50 Comcast Cable Television Franchise materials, labor or equipment, power outages exceeding back -up power supplies or work delays caused by waiting for utility providers to service or monitor their utility poles to which the Grantee's Cable System is attached 19.13 Entire Agreement This Franchise and Exhibit I which is the I -Net Maintenance Agreement represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written negotiations between the parties 19.14 Attorneys' Fees If any action or suit arises in connection with this Franchise, either the City or Grantee, as the case may be, shall be entitled to recover all of its reasonable attorneys' fees, costs and expenses in connection therewith as determined by the court 19.15 Action of the City or Grantee In any action by the City or Grantee mandated or permitted under the terms hereof, it shall act in a reasonable, expeditious and timely manner Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld 19.16 Acceptance Within forty-five (45) days of receipt of the Franchise after its execution by the City, this Franchise shall be accepted by Grantee by filing with the City Clerk an unconditional, written acceptance of all of the terms, provisions and conditions of this Franchise The failure of Grantee to file such an acceptance shall be deemed a refection by the Grantee and this Franchise shall then be voidable at the discretion of the City SECTION 20. EFFECTIVE DATE. This ordinance shall take effect and be in force ten (10) days from and after its passage, approval and publication as provided by law q PASSED by the City Council the / day of J���� , 2013 �V GRE EELER, Council President Approved this ` — day of 7 Gwr_ , 2013 PATTY LENT ayor 51 Comcast Cable Television Franchise ATTEST APPROVED AS TO FORM S ANNON L CORN, City Clerk R ER A L y PUBLISHED the day of ivilb , 2013 EFFECTIVE the day of LAJ, , 2013 ORDINANCE NO 5218 R \ Legal\Legal \Ordmances\Fmance\2013 Comcast Franchise -Final doc 52 Comcast Cable Television Franchise CITY COUNCIL CITY OF BREMERTON, WASHINGTON In the matter of the application of Comcast of Washington IV, Inc Franchise Ordinance No 5218 for a franchise to construct, operate and maintain facilities in, upon, over under, along, across and through the franchise area of the ACCEPTANCE City of Bremerton, Washington WHEREAS, the City Council of the City of Bremerton, Washington, has granted a franchise to Comcast of Washington IV, Inc, its successors and assigns, by enacting Ordinance No 5218, bearing the date of June 19, 2013, and WHEREAS, a copy of said Ordinance granting said franchise was received by the Comcast of Washington IV, Inc on 2013, from said City of Bremerton, Krtsap County, Washington NOW, THEREFORE, Comcast of Washington IV, for itself, its successors and assigns, hereby accepts said Ordinance and all the terms and conditions thereof, and files this, its written acceptance, with the City of Bremerton, Kitsap County, Washington IN TESTIMO WHEREOF said Comcast of Washington IV, Inc has caused is tten Acce t to be evecuJed in its name by its undersigned thereunto duly authorized on thi * ;I-� day of 2013 ATTEST COMCAST OF WASHINGTON IV, INC By REGINA M CUNNINGHAM Its NOTARY PUBLIC SVP - Finance and Accounting STATE OF COLORADO My Commission Expires 5/20/2016 53 Comcast Cable Television Franchise 1 Comcast® ComcaM Cable Camunleaftm, his 440 YaW way SW O"pia, WA 98502 8153 INSTITUTIONAL NETWORK MAINTENANCE AGREEMENT BETWEEN Comcast of Washington IV, Inc. AND The City of Bremerton THIS INSTITUTIONAL NETWORK MAINTENANCE AGREEMENT (the "Agreement") is between the City of Bremerton, a Washington mumcipal corporation, hereinafter the "City," and Comcast of Washington IV, Inc.( formerly known as TCI Cablevision of Washington Inc.) a/k/a Comcast, hereinafter "Comcast ". The parties intend to set forth in this Agreement the terms and conditions for provision of Institutional Network ("I- Net ") maintenance by Comcast. RECITALS WHEREAS, on August 23, 1997, the City granted to Comcast a cable television franchise by Ordinance No. 4598 (the "Franchise "), and WHEREAS, Section 6.2 of the Franchise contemplates the manner in which the City may require the provision of an I -Net; and WHEREAS, Comcast has completed construction of the I -Net and the parties have determined that it is necessary to clarify the terms and conditions for maintenance of the City utilized I Net, for the City, by Comcast. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section L City I -Net Fiber Connections To Crtv Buildings Within City Limits Comcast has provided I -Net connections to the public buildings as designated in the mutually agreed upon site list attached hereto as Exhibit "A ", with each building connecting to the City Hub The City shall have an indefatigable, exclusive right of use thereof for non - commercial private network communications, which right cannot be revoked by Comcast, or successor companies, if any, during the term of the Franchise or any renewals thereof However, notwithstanding anything in this Agreement to the contrary, Comcast shall at all times own in fee and maintain the outside aerial and underground fiber optic cable and associated facilities and equipment up to said fiber termination points where physically connected to City -owned optronics Spption 2 Fiber Construction and Termination Fiber has been constructed and terminated in accordance with Comcast standard practices, including but not limited to practices concerning connectorization. Comcast is allowed to utilize 1 EXHIBIT I City -owned conduit with available capacity, at no charge, for fiber construction on City property and in Public R.O.W., and the City has agreed to grant Comcast all necessary rights of entry, easements and licenses to accomplish the construction to the sites referenced hereunder and listed on Exhibit "A ," attached hereto. Each fiber connection has been terminated at an internal point of demarcation in a Comcast standard fiber termination panel, unless the City provided another means of termination, in which case the City has provided, at its expense, all necessary fiber termination equipment. At each fiber termination location the City has provided wall mount backboards and a power source for the basic termination, or such equipment as chosen by the City as a replacement. Section 3. Maintenance of F`ber Routine maintenance on the fiber used for City I- Net purposes and including associated &cilities and equipment used exclusively by the City for I -Net communications will be conducted on the same schedule as routine maintenance on Comcast's cable system. Any repairs effected upon the fiber and associated I -Net facilities and equipment shall be performed by Coincast, with prior notice to the City when practicable. In emergency conditions, such as a natural emergency resulting from a windstorm, Comcast will effect emergency repair work on the Comcast utilized fiber and City utilized I -Net fiber, if any, in the course of conducting its own emergency repair work on its cable system, excepting where City utilized I -Net fiber may not be co- located with Comcast system plant on a strand or in conduit in which case Comcast fiber shall be repaired as a first priority and City utilized fiber shall be repaired as a second priority. In such event, Comcast shall have no liability to City for such delay in I -Net service restoration. Comcast shall levy an all- inclusive, annual maintenance fee (as hereinafter described) for all routine maintenance, non - emergency and emergency repairs upon the I -Net fiber and associated facilities and equipment from the Comcast side of the I -Net fiber termination panel located at each site out to and including the backbone fiber. Section 4. Service Trouble Calls and Escalation The City acknowledges that Comcast does not actively monitor the signal transmission upon City utilized I -Net fiber, and would have no notice of a service outage but for City- initiated notification. For any outages of City utilized I -Net fiber as determined by the City, the City or its designated I -Net site representative shall notify its information technology ( "IT") representative The City IT representative shall, in turn, contact the Comcast Service Assurance Center ( "CSAC ") Comcast shall respond to any routine trouble call within four (4) hours of receipt of notification at CSAC and shall actively begin working continuously until the problem is resolved. 2 Section S. Administration. Maintenance and Mmmement of the I -Net The City shall be responsible for the ongoing administration, maintenance and management of the non- backbone I -Net facilities and equipment located on the City side of the I -Net fiber termination panel located at each site, and the internal site network itself; unless it contracts with Comcast for a managed network. All such maintenance conducted by the City shall be performed in accordance with industry standards, and any equipment owned and used by the City shall comply in all respects with applicable governmental codes, laws, ordinances or regulations. Section 6. City I -Net Users to Provide Electronics Comcast shall be responsible for supplying and installing the specified fiber optic cable, for the City's use, to the specified fiber termination panel locations only, providing a pathway for I -Net communications between sites. NOTWITHSTANDING, COMCAST DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMCAST SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY THE CITY ARISING OUT OF ITS PERFORMANCE UNDER THIS AGREEMENT. IN NO EVENT SHALL COMCAST BE LIABLE TO THE CITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE Any "active" equipment or components, including but not limited to computers, network cards, optronics, electronics, and equipment racks, required for I -Net use shall be provided at the City's sole expense, unless the City has entered into a separate agreement with Comcast for a managed network, in which case the terms of such agreement shall govern equipment ownership. Section 7. Private Network Status The City utilized I -Net is a private co network governed by the Franchise, as amended, and this Agreement, and the City will use the I -Net solely for non -comn ercial . applications in accordance therewith. To -wit, the City shall not lease, resell or grant access privileges to I -Net capacity or services to a third party, for any purpose whatsoever. The City will not attach any equipment or otherwise modify the I -Net in any way that will interfere with the signal quality and the normal operation of Comcast's cable system, and Comcast reserves the right to immediately suspend until rectified the City's rights granted hereunder in the event such interference should occur. The City shall be notified within 4 hours of such occurrence or within 4 hours of the next business day the City is available to receive such a call. Such unilateral suspension shall not place Comcast in violation of the Franchise or constitute a breach of this Agreement. The City may not access any part of the backbone fiber and associated facilities and equipment outside the 3 I - - - i JK.1 ��rrrrrrrr�rrrr� r rrrrr_ actual I -Net site fiber termination panel; the City's permitted access shall in no event extend beyond the City's side of the fiber termination panel. The City's use of the I Net contemplated herein shall not qualify Comcast as a common carrier, and City agrees to forebear its rights hereunder mdefinitely in the event of inquiry into same by a state or federal agency with oversight. Section B. Undergrounding When electric and telephone utility wiring and the aerial lines of telecommunications providers in an area of the City are relocated underground, Comcast shall, in accordance with rts obligation, if any, under the Franchise, place its cable system and I -Net lines underground at the same time Comcast shall be responsible for costs associated with the placement of I -Net utilized fiber when Comcast's system fiber is placed underground at the same time . Section 9. Cost of I -Net Maintenance_: Annual Maintenance Fee The ongoing maintenance and repair of the City utilized I -Net backbone fiber, whether scheduled or prompted by an emergency, shall be performed by Comcast as part of an annual maintenance fee. Such fee, payable by the City to Comew at commencement of the City's next fiscal year following execution of this Agreement and each anniversary thereafter, shall initially be Five Hundred and No One Hundredths Dollars ($500.00) per strand mile per year. Current total I -Net strand mileage shall be indicated on Exhibit "B" . , attached hereto. Such fee shall apply without regard to number of necessary non - emergency or emergency repair incidents required, and shall cover, without limitation, restoration of outages caused by third -party plant damage or damage wrought by inclement weather, quarterly system drive -outs for preventive maintenance, code compliance inspections, fiber functionality testing and re- documentation, pole change - outs and relocation, strand replacement, strand/facilities re- tensioning, anchoring, all labor, materials and equipment charges and associated engineering costs. City shall make payment within ninety (90) days of receipt of the mvoice. Should City fail to make payment within such period, City shall be assessed an interest charge from the date payment was due at an annual rate of the then current prime rate plus two (2 %) percent. Section 10. Annual Maintenance Fee Increase Effective on the first anniversary of the initial invoicing of the City for the annual maintenance fee (the "Adjustment Date), and on each succeeding anniversary during the term of the Franchise, the annual maintenance fee payable by City to Comcast shall be increased by an amount equal to the increase in the Consumer Price Index for Seattle - Tacoma - Bremerton (All Urban Consumers) (the "Inde)e") published most immediately preceding that date which is twelve (12) months prior to the Adjustment Date; provided, however, that in no event shall the annual maintenance fee payable after the Adjustment Date be less 4 than the annual maintenance fee payable before the Adjustment Date. Comcast shall not be obligated to make any adjustments or re- computations, retroactive or otherwise, by reason of any revision which later may be made in the Index figures first published for any period. If the CPI or the Index is discontinued, the parties shall follow any official consumer price index, whether so named or designated or not, issued by any authorized agency of the United States which supplants the Index; otherwise, the parties shall use any comparable general wholesale or retail price index for the United States jointly selected by City and Comcast Section 11. Force Majeum No party shall be in default or liable to the other for any failure or performance under this Agreement due to causes beyond its control (except for the fulfillment of payment obligations as set forth herein), including, but not limited to: acts of God, fire, flood or other catastrophes; adverse weather conditions; national emergencies, insurrections; riots, wars; or strikes, lock -outs, work stoppages or other labor difficulties; provided, however, the party that is unable to perform its obligations shall promptly notify the other party of such delay and the time period shall be extended for the actual amount of time said party is so delayed Section 12. Entire Agreement This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral negotiations and agreements between them. All other provisions of the Franchise shall remain in full force and effect AGREED TO BETWEEN THE PARTIES on the he date written below. Comcast of Washington IV, Inc. Iota U By: Steven Cr its: Region Vice Pr sident - Finance Date: Decemb 4, 204 5 CITY OF BREMER BY C4y 6=C its. Ma 0 r Date: /t -aq -0.3 ATTEST CIT ERK P 1Cmd\FILESWWfieMremwtonD4h7 Memtamem Agmemeat.doc 6 E3G UBIT A SITES- 1. City Hall 239 Fourth Street Police & Courts 239 Fourth Street 2. Public Works 100 Oyster Bay 3. Utilities Headquarters 3027 Olympus Drive 4. Parks And Recreation 680 Lebo Blvd. 5 Wastewater Treatment Plan 1600 Oyster Bay 6. Fire Station No. 1 817 Pacific Ave. 7. Fire Station No. 2 5005 Kitsap Way 8. Jarstad Aquatic Center 50 Magnuson 9 Senior Center 1140 Nipsic 10 West Police Precinct 4846 Auto Center Way 7 E3GHBIT `B" Bremerton I -Net consists of 57,029' of system plant strand miles 57029'= 10.8 miles 8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 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). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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 CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY C 9,900,000 12/01/2020 XSLG7144756A Manashi Mukherjee SCFC66040793 (WI) CLE-005487375-21 2,000,000 10,000,000 WLRC66040719 (CA, MA) X 43575 10,000,000 SIR of Marsh USA Inc. Attn: Comcast.Certs@marsh.com Fax: 212-948-0360 N X SIR: $100,000 12/01/2019 12/01/2020 12/01/2019 20702 12/01/2020 ISAH25285438 Excess Workers Compensation B 40,000,000 9,900,000 20699 Indemnity Ins Co Of North America 2,000,000 X A X REQUIRED BY WRITTEN CONTRACT AND ALLOWED BY LAW. ANY OTHER INSURANCE AVAILABLE TO THE CERTIFICATE HOLDER. 08/31/2020 5,000,000 12/01/2019 2,000,000 12/01/2019 THE CITY, THE CITY’S OFFICERS, OFFICIALS, BOARDS, COMMISSIONS, AGENTS, REPRESENTATIVES, VOLUNTEERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY POLICY AND AUTOMOBILE LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. CATE HOLDER. TO THE CERTIFICATE HOLDER. X 12/01/2019 345 6TH STREET, SUITE 100 BREMERTON, WA 98337-1873 CITY OF BREMERTON ACE Fire Underwriters Ins. Co. THIS INSURANCE IS PRIMARY AND NON-CONTRIBUTORY WITH ANY OTHER INSURANCE AVAILABLE TO THE CERTIFICATE HOLDER. WAIVER OF SUBROGATION IS APPLICABLE WHERE X A D ACE Property And Casualty Ins Co Ea Acc/Dis Employee/Dis Policy 10,000 12/01/2020 10,000,000 XOO G27924840 005 A 10,000,000 22667 9,900,000 2,000,000 12/01/2020 WLRC66040677 (AOS) 1717 Arch Street MARSH USA INC. X Philadelphia, PA 19103-2797 LLC Comcast Cable Communications Management, Philadelphia, PA 19103 1701 John F. Kennedy Blvd X WCUC66040756 (WA) 12/01/2019 ATTN: CITY CLERK 12/01/2019 A 12/01/2020 12/01/2020 ACE American Insurance Company C'.FRTIFIr�TF ITY INSl1R�NCE rtnvFReaFs CFRTIFICATF NIIMRFR� CLE-005487375-22 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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 CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR SIR: $100,000 XSLG71447510 12/0112020 12/01/2021 EACH OCCURRENCE $ 14,900,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 14,900,000 MED EXP (Any one person) $ 10,000 X PERSONAL & ADV INJURY $ 14,9003000 GENERAL AGGREGATE $ 601000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ PRO ❑ LOC JECT OTHER: PRODUCTS - COMP/OP AGG $ 15,0003000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY ISAH25305590 12/01/2020 12/01/2021 COMBINED SINGLE LIMIT Ea accident $ 15,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accident $ X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE XEU G27924840 006 12/0112020 12/0112021 EACH OCCURRENCE $ 103000,000 AGGREGATE $ 10,0003000 $ DED RETENTION $ B A D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N OFF CER MEMBEREXC UDED?ECUTIVE N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WLR C67458928 (AOS) WLR C67458965 (CA, MA) SCF C67459040WI () 12/01/2020 12/0112020 12/01/2021 12/01/2021 1210112021 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,0001000 E.L. DISEASE - EA EMPLOYEE $ 21000,000 E.L. DISEASE - POLICY LIMIT $ 210002000 A Excess Workers Compensation WCU C67459003 (WA) 12/01/2020 12/01/2021 Ea Ace/Dis Employee/Dis Polic SIR 210005000 5,0001000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE CITY, THE CITTS OFFICERS, OFFICIALS, BOARDS, COMMISSIONS, AGENTS, REPRESENTATIVES, VOLUNTEERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY POLICY AND AUTOMOBILE LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED, CATE HOLDER, TO THE CERTIFICATE HOLDER, THI: INSURANCE IS PRIMARY AND NON-CONTRIBUTORY WITH ANY OTHER INSURANCE AVAILABLE TO THE CERTIFICATE HOLDER, WAIVER OF SUBROGATION IS APPLICABLE WHERE REQUIRED BY WRITTEN CONTRACT AND ALLOWED BY LAW. ANY OTHER INSURANCE AVAILABLE TO THE CERTIFICATE HOLDER. !`FRTICIf`eTF 14nl r1FR CANCFI I_ATION CITY OF BREMERTON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: CITY CLERK THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6TH STREET, SUITE 100 ACCORDANCE WITH THE POLICY PROVISIONS. BREMERTON, WA 98337-1873 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee �ix(-au.+o�a� ��.t�x.a.�e..c. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Gear Certificate Holder: t�s many companies have moved to a rernote Working environment, rnailing ertiflCates of Insurance to a physical address can cause unnecessary delays in providing you proof of insurance, To streamline deliver-yand in an effort to support our firm°s commitment to sustainability, going forward, we would like to distribute your Certificates of Insurance electronically if possible. e are kindly requesting Certificate holders provide us an erxrail adclre:>s vvlero ��+e cart deliver your COI in the future. Please sand yczur res�rcrnse ta: %1SC�peratic�ns.errrail � rnarsh.conr and provide the following information so that we can expedite your COI delivery: Certificate # (5ho�vr� k�elo�ry Insured Name � e.g...�f3C-f2��S�78-01 EWail for future dellver-y: l"or urrdeliverak�Ie email addresses, our syster�r is canfigure€1 to autar�r�rtically redirect the Certificate for delivery via LISPS. Lastly, if you r-�o Iorrger rrecd this CCJI please respr�nd to LiSCr enai:ions.erriail �rn�:arsfr.r~orrr with the Certificate number and we will inactive the record in our system to avoid future automatic delivery, ihar`rk you. LIS Clperatic�ns, �,rlarsh E.iS�4, Irrc.