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Home My WebLink AboutAG 22-033 - COMCASTRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law 2. ORIGINATING STAFF PERSON: Ryan Call EXT: 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 5. PROJECT NAME: Tolling Agreement wl Comcast 6. NAME OF CONTRACTOR: Comcast Cable Communications Management, LLC ADDRESS: 900 132nd St. SW, Everett, WA 9e204 TELEPHONE E-MAIL: Terry David@comeast.net FAX: SIGNATURE NAME: Steven HolmeS 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: January1, 2022 COMPLETION DATE: December 81, 2022 9. TOTAL COMPENSATION $ n/a (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 ONO 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 INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ 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 3511 q SIGNATORY (MAYOR OR DIRECTOR) O CITY CLERK ICJ ASSIGNED AG# AG# COMMENTS: 2?2017 TOLLING AGREEMENT This Tolling Agreement ("Agreement's is entered into by and between the City of Federal Way, Washington ("City') and Comcast Cable Communications Management, LLC ("Comcast'�. The City and Comcast may be referred to in this Agreement individually as a Party or collectively as the Parties. RECITALS A. Comcast operates a cable system in the City pursuant to a Cable Television Franchise Agreement, with an effective date of May 16, 2006 ffranchise'�; and B. The City collects franchisee fees and public, education and government ("PEG' fees from Comcast; and C. The City retained Ashpaugh & Sculco, CPAs, PLC C'A&S') to review Comcast's franchise fee and PEG fee payments to the City during a defined period; and D. A&S and Comcast entered a Confidentiality Agreement dated February 24, 2015 addressing Comcast's production of data, information and documents requested by A&S pursuant to the Franchise to conduct the review ("Review Docs'); and E. The City and Comcast wish to agree to forbear litigation and toll the applicable Washington State statute of limitations or other timeliness defenses for a limited period of time. NOW, THEREFORE, in consideration of the mutual covenants herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: AGREEMENT The recitals are incorporated into this Agreement. 2. The Effective Date of this Agreement is January 1, 2022 'Effective Date'). The Agreement will terminate on December 31, 2022 ('Termination Date', unless extended or otherwise agreed to in writing by the Parties. The period from the Effective Date to the Termination Date shall be the "Tolling Period." 3. During the Tolling Period, neither Party shall serve, file, or otherwise commence any legal action against the other Party C'Action'� regarding the Review Docs. 4. In any Action brought by the City for claims arising out of the A&S review and Review Docs, any applicable statute of limitations or time -related defense to such claims, including, but not limited to, laches, waiver, or estoppel 'Time Defenses' shall be limited to those existing as of the Effective Date. This Agreement does not revive any claim or defense time barred as of the Effective Date. 5. Neither this Agreement nor the fact that this Agreement has been discussed shall be offered or received in evidence in any action or proceeding. This Agreement and discussions about it constitute part of a settlement negotiation. 7605880v1 6. The parties have entered into this Agreement to facilitate settlement discussions regarding the Review Docs. This Agreement shall not be deemed or construed to be an admission of liability or an admission about the merits of any potential claims or defenses. 7. In consideration for this Agreement, the Parties hereby agree to hold at least one (1) settlement conference within thirty (30) days. Comcast agrees that the participants on its behalf will include its in-house accounting expert who can explain and answer questions about Comcast's practices which are disputed by the City's consultant. The City agrees that the participants on its behalf will include an administrative representative of the City, preferably with an accounting background, but in addition may also include an A&S representative. 8. Following the settlement conference described in paragraph 7 above, either Party may elect to commence a non -binding mediation process. Within thirty (30) days of a Party providing written notice of its election to mediate this dispute, the Parties shall agree upon a neutral, third -party mediator whose fee shall be evenly split. The scheduling of the mediation shall be coordinated with the mediator. Participation in the settlement conference and mediation process set forth herein shall not bar either Party from subsequently pursuing whatever legal remedies it may have under the Franchise or applicable law. 9. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and may be modified, amended, or supplemented only by a written instrument signed by both Parties. 10. This Agreement may be executed in counterparts. 11. The persons signing below are duly authorized to act on behalf of the persons and entities obligated and their execution of this Agreement binds the parties on whose behalf they sign. This Agreement shall be binding upon those parties who sign the Agreement. 12. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally, by reliable overnight courier or on the third (3rd) day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and properly addressed as follows: City: City of Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 Comcast: Comcast Cable Communications Management, LLC 900 132nd Street SW Everett, Washington 98204 In addition to the formal mailing addresses set forth above, notices related to this matter should be provided electronically to: City: J. Ryan Call, City Attorney, Ryan, Calla ci offederalwa .cam Brian Grogan, Brian.grogan@lawmoss.com Comcast: Terry Davis, Terry ❑avis@comcast.com, and 7605880v1 Jeffrey Jacobs, Jeffrey Jacobs@comcast.com 13. Each signing Parry shall become bound by the Agreement immediately upon affixing his or her signature hereto, independently of the signature of any other Party. 14. This Agreement shall be governed by the laws of the State of Washington. 15. The Parties acknowledge and accept the terms and conditions of this Tolling Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. Dated this " dray of M , 2022 ATTEST: APPROVED AS TO FORM: By: Its: City Attorney Dated this llth day of March 2022 CITY OF FEDERAL WAY, WASHINGTON By Its COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC By: Its: 3 7605880v1 CDvcuSigned by: at v� t.ln MAts H7378AEi171N"... VP