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Home My WebLink AboutAG 22-082 - COMCAST CABLE COMMUNICATIONS MANAGEMENT LLCRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law 2. ORIGINATING STAFF PERSON: Ryan Call EXT: 2562 3. DATE REQ. BY:_ 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL * OTHER Settlement Agreement 5. PROJECT NAME: Comcast Franchise Past Fees 6. NAME OF CONTRACTOR: ADDRESS: E-MAIL: SIGNATURE NAME: Comcast Cable Communications Management, LLC (Comcast) _TELEPHONE FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 9. TOTAL COMPENSATION $ They Pay the City (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ®NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: "I^ 10. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/ DATE SIGNED A LAW DEPARTMENT A SIGNATORY (MAYOR OR DIRECTOR) e— �v� 0 CITY CLERK "r A ASSIGNED AG# AG COMMENTS: 7 rin17 DocuSign Envelope ID: 233FEBE0-7F45-447C-A59C-CE981CA3528E SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Settlement Agreement") is made this 22nd day of July 2022, by and among City of Federal Way, Washington ("City") and Comcast Cable Communications Management, LLC ("Comcast"). RFTTTALS WHEREAS, Comcast operates a cable system in the City and pays franchise fees and public, education and government ("PEG") fees pursuant to Cable Television Franchise Ordinance No. 06-524 (the "Franchise); and WHEREAS, the City retained Ashpaugh & Sculco, CPAs, PLC ("A&S) to conduct a review of the franchise and PEG fee payments made by Comcast for the period from January 1, 2012 to December 31, 2014 (the "Desk Review Period"); and WHEREAS, A&S submitted its findings and recommendations in its June 28, 2017 Review of Franchise and PEG Fees Paid by Comcast to the City of Federal Way, Washington ("Report"); and WHEREAS, the City provided Comcast with a copy of the Report, including the findings and recommendations of the Report; and WHEREAS, the City and Comcast now desire to conclude, settle, release and discharge once and forever, all rights, claims, causes of actions, liabilities, disputes and demands relating to the franchise and PEG fees ("Claims") for the time period beginning January 1, 2012 through December 31, 2014; ("Review Period). NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises and obligations hereinafter set forth, and for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Settlement Agreement hereto agree as follows: AGREEMENT 1. SETTLEMENT AMOUNT The City and Comcast have agreed that Comcast shall submit payment to the City in the amount of Forty -Seven Thousand Five Hundred and No/100 Dollars ($47,500.00) ("Settlement Amount") in full settlement of past Claims on franchise and PEG fees for the Review Period. It is expressly understood and agreed that the Settlement Amount represents full and complete satisfaction and compromise of any and all Claims during the Review Period. 2. USE OF AMOUNT The City may use the Settlement Amount for any lawful purpose which the City may designate and on a time frame within the City's discretion. Comcast reserves the right to pass through to customers any such sums of this Settlement Amount which have not already been collected. 7634433v2 DocuSign Envelope ID: 233FEBE0-7F45-447C-A59C-CE981CA3528E 3. RELEASE For the consideration set forth in this Settlement Agreement, the City does hereby release and forever discharge Comcast, its parents, subsidiaries, officers, directors, employees, predecessors, successors and assigns of and from any and all Claims during the Review Period. 4. VOLUNTARY AGREEMENT This Settlement Agreement is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this Settlement Agreement. It is understood and agreed by the City and Comcast that nothing herein shall be deemed to be an admission of liability by either party with respect to the matter of this Settlement Agreement. Nothing herein shall be deemed to be a waiver of any rights or obligations that the City and Comcast have that are not otherwise specifically addressed in this Settlement Agreement. Furthermore, the City and Comcast reserve and do not waive any rights regarding the findings of audit subsequent to the Review Period. 5. AUTHORITY AND BINDING EFFECT City and Comcast represent and warrant to the other that each has the legal right, power and authority to enter into this Settlement Agreement and to perform its obligations hereunder. This Settlement Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. The parties for themselves and their respective successors, assigns and legatees agree to join in or execute any instruments and to do any other act or thing necessary or proper to carry into effect this or any part of this Settlement Agreement. 6. ENTIRE AGREEMENT This Settlement Agreement sets forth the entire agreement between the City and Comcast relating to the subject matter of this Settlement Agreement. 7. GOVERNING LAW This Settlement Agreement, and any controversies arising hereunder, shall be interpreted in accordance with the laws of the State of Washington and venue for any actions brought under this Settlement Agreement shall be located in a state or federal court of within the State of Washington. 8. COUNTERPARTS Each party is permitted to execute this Settlement Agreement in multiple counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Each party is permitted to deliver this Settlement Agreement to the other party by means of delivery of one or more counterpart signature pages via facsimile or other electronic means as an attachment in portable document format (".pdf ') or other similar format. Any 2 7634433v2 DocuSign Envelope ID: 233FEBE0-7F45-447C-A59C-CE981CA3528E photographic copy, photocopy or similar reproduction of this Settlement Agreement, any Settlement Agreement delivered by facsimile, in each case with all signatures reproduced on one or more sets of signatures pages, will be considered as if it were manually executed. IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as their free and voluntary acts and deeds, effective as of the date first above written. CITY OF FEDERAL WAY, WASHINGTON it By: Its: ATTEST: ra I &A 0 m/a, rzff I MIKE Cu r ,, All V �_ � I APPROVED AS TO FORM: r —y' ac:��z CITY ATTORNEY, &gin li COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC DocuSigned by: By: 81376AE1171F40B Name: Steven Holmes Its: VP, Government Affairs 7634433v2