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ARESOLUTIONAPPROVINGACABLETELEVISIONFRANCHISEAGREEMENT WITH COMCAST OF ILLINOIS/ WEST VIRGINIA,LLC
WHEREAS, the franchise agreement between Comcast of Illinois / West Virginia, LLC "Comcast") and the Village of Riverside expired in September 2013; and
WHEREAS, ComcasthascontinuedtoservetheVillageandthe otherfourmembersofthe West Central Cable Agency ("WCCA") under the terms of the expired franchise agreement;and
WHEREAS, theWCCABoardhasnegotiatedthetermsofanewfranchiseagreementwith Comcast and has recommended approval of the new franchise agreement by the five members of theWCCA;
WHEREAS, the President and Board of Trustees of the Village of Riverside have determined that the proposed new franchise agreement is satisfactory and in the best interests of theVillage;
NOW, THEREFORE, BE IT RESOLVED that the President and Board of Trustees of the Village of Riverside hereby approves the franchise agreement between each member of the WCCA including the Village and Comcast, in the form attached to this resolution as Exhibit A.
APPROVED this October 18th, 2018. Trustee Ballerine
Trustee Lumsden Trustee Pollock
CABLE TELEVISION FRANCHISE AGREEMENT BY AND BETWEEN THE VILLAGE OF RIVERSIDE AND COMCAST OF ILLINOIS / WEST VIRGINIA, LLC
This Franchise Agreement is made between the Village of Riverside, Illinois (the "Village") and Comcast of Illinois/ West Virginia, LLC (the"Grantee") as of October 22, 2018 (the "Effective Date").
The Village, having determined that the financial, legal, and technical abilities of the Grantee are reasonably sufficient to provide the services, facilities, and equipment necessary to meet the future cable-related needs of the community, desires to enter into this Franchise AgreementwiththeGranteefortheconstruction,operationandmaintenanceofaCableSystem on the terms and conditions set forthherein.
ThisFranchiseAgreementisenteredintobyandbetweenthePartiesundertheauthority of, and shall be governed by, the Cable Act and the Illinois Municipal Code, as amended from time to time; provided that any provisions of the Illinois Municipal Code that are inconsistent with the Cable Act shall be deemed to be preempted andsuperseded.
SECTION1: Definition ofTerms
For the purpose of this Franchise Agreement capitalized terms, phrases, words, and abbreviations shall have the meanings ascribed to them in the Cable Act, unless otherwise defined herein.
"Cable Act' or"Act" means the Cable Communications Policy Act of 1984, as amended by the Cable Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, 47 U.S.C. §§ 521 et seq., as the same may be amended from time to time.
"Cable Operator" means any Person or group of Persons who provides Cable Service over a Cable System and directly or through one or more affiliates owns a significant interest insuchCableSystem;orwhootherwisecontrolsorisresponsiblefor,throughanyarrangement, the management and operation of such a CableSystem.
"Cable Service" or "Service" means the one-way transmission to Subscribers of Video Programming or Other Programming Service and Subscriber interaction, if any, which is required for the selection or use of such Video Programming or Other Programming Service.
"Cable System" or "System" has the meaning set forth in 47 U.S.C. § 522 of the Cable Act, and means Grantee's facilities, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment, that is designed to provide Cable Service which includes Video Programming and which is provided to multiple Subscribers within the Franchise Area, but such term does not include (i) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (ii) a facility that serves Subscribers without using any public right-of-way, (iii) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Communications Act of 1934, as amended, except that such a facility shall be considered a Cable System (other than for purposes of section 621(c) of the Cable Act) 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; (iv) an open video system that complies with section 653 of the Cable Act; or (v) any facilities of any electric utility used solely for operating its electric utility systems.
"Channel" or "Cable Channel' means a portion of the electromagnetic frequency spectrum that is used in a Cable System and that is capable of delivering a television channel as a television channel is defined by the Federal Communications Commission ("FCC') by regulation.
"Customer" or "Subscriber" means a Person who lawfully receives and pays for Cable Service with the Grantee's express permission.
"Customer Service Standards and Ordinance" means the customer service standards and customer privacy protections set forth in the Illinois Cable and Video Customer Protection Law,220ILCS5/22-501etseq.andthestandardsoftheVillage'sCustomerServiceOrdinance, as amended from time totime.
"FCC' means the Federal Communications Commission.
"Franchise" means the initial authorization, or renewal thereof, issued by the Village, whether such authorization is designated as a franchise, agreement, permit, license, resolution, contract, certificate, ordinance or otherwise, which authorizes the construction or operation of the Cable System.
"Franchise Agreement" means this Franchise Agreement and any amendments or modifications hereto.
"Franchise Area" means the present legal boundaries of the Village as of the Effective Date, and shall also include any additions thereto, by annexation or other legal means as provided in this Franchise Agreement.
"Grantee" means Comcast of Illinois/West Virginia, LLC.
"Gross Revenue" means the Cable Service revenue received by the Grantee from the operation of the Cable System in the Franchise Area to provide Cable Services, calculated in accordance with generally accepted accounting principles. Gross Revenue includes all revenue sources from Cable Service delivered over the Cable System as it now exists and as it may develop,suchasmonthlyBasicCableService,cableprogrammingserviceregardlessofService Tier, premium and pay-per-view video fees, advertising and home shopping revenue, installation fees, equipment rental fees, and all other revenues, fees, receipts, and charges that may lawfully be included in the gross revenue base for purposes of computing the Village's permissible franchise fee under the Cable Act. Gross Revenue does not include refundable deposits, bad debt, investment income, programming launch support payments, third-party advertising sales commissions and agency fees, or taxes, fees, or assessments imposedor assessed by any governmental authority. Gross Revenue include amounts collected from Subscribers for franchise fees pursuant to City of Dallas, Texas v. FCC, 118 F.3d 393 (5th Cir. 1997), and amounts collected from non-Subscriber revenues in accordance with the Court of Appeals decision resolving the case commonly known as the "Pasadena Decision," City of Pasadena, California et. al., Petitions for Declaratory Ruling on Franchise Fee Pass Through Issues, CSR 5282-R, Memorandum Opinion and Order, 16 FCC Red. 18192 (2001), and In re: Texas Coalition of Cities for Utility Issues v. F.C.C., 324 F.3d 802 (5th Cir. 2003).
"InitialFranchiseServiceArea" meansthatportionoftheFranchiseAreaservedbythe Grantee's Cable System as of the Effective Date of this FranchiseAgreement.
"PEG" means Public, Educational and Governmental.
"PEG Access Channel" means a video Channel designated and used for non commercial purposes by the Village, by the public, by educational institutions such as public or private schools, and by not-for-profit and community groups approved by the Village. The term "educational institutions" does not include home schooling, community colleges, or universities.
"PEG Access Programming" means non-commercial programming produced or provided in accordance with 47 U.S.C. § 531. The term "non-commercial" includes acknowledgement or recognition of an underwriter or sponsor of non-commercial programming.
"PEG Capital Fee" has the meaning set forth in Section 622(c) of the Cable Act, (47 U.S.C. §542(c).
"Person" means any natural person or any association, firm, partnership, joint venture, corporation, or other legally recognized entity, whether for-profit or not-for profit, but doesnot mean theVillage.
"Public Way" means the Village's rights-of-way as defined in the Right of Way Ordinance. Public Way includes public utility easements and other easements now or hereafter held by the Village for compatible uses to the extent the Village has the authority to authorize use by the Grantee to use the easement. The term Public Way does not include any real or personalVillagePropertythatisnotspecifiedinthisdefinitionanddoesnotincludeanyVillage building, fixture, or other structure or improvement, regardless of itslocation.
"Right of Way Ordinance" means the Village's standards for construction of facilities in public rights of way, codified in the Village Code, as they may be amended from time to time.
"Standard Installation" means an installation to a Subscriber that is located up to 125 feet from the existing Cable System.
"Video Programming" or "Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station.
"Village" means the Village of Riverside, Illinois or the lawful successor, transferee, designee, or assignee thereof.
"Village Code" means the Village's municipal code and ordinances.
"WCCA" means the West Central Cable Agency or any successor agency.
SECTION2: Grant ofAuthority
Grant of Franchise. Pursuant to Section 621(a) of the Cable Act, 47 U.S.C. § 541(a),and65ILCS5/11-42-1l(a)oftheIllinois MunicipalCode,andVillageOrdinanceNo. 1092,theVillageherebygrantstotheGranteeanonexclusiveFranchiseauthorizingtheGrantee to construct and operate a Cable System in the Public Way within the Franchise Area, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in the PublicWaysuchpoles,wires,cables,conductors,ducts,conduits,vaults,manholes,pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System, and to provide such services over the Cable System as may be lawfullyallowed.
Term of Franchise. The Term of the Franchise granted hereunder shall be 10 years from the Effective Date, unless the Franchise is renewed or is lawfully terminated in accordance with the terms of this Franchise Agreement and/or applicable law. Upon passage and approval of this Franchise Agreement, the Parties acknowledge that this Franchise Agreement is intended to be the sole and exclusive Franchise Agreement between the Parties pertaining to the Grantee's Franchise for the provision of Cable Service. In the event this Franchise expires without being renewed or terminated, the terms and conditions described hereinshallcontinuetoapply,andthePartiesshallcontinuetobeboundbyandtocomply with the terms and conditions, on a month-to-month basis until such time when the Franchise is renewed.
Renewal. Any renewal of this Franchise Agreement shall be governed by and comply with the provisions of Section 626 of the Cable Act, as amended, and any applicable StateofIllinoislawthatmayexistatthetimeof renewalandthatisnotsupersededbytheCable Act.
Police Powers. Nothing in this Franchise Agreement shall be construed as an abrogationbytheVillageofanyofitspolicepowerstoadoptandenforcegenerallyapplicable ordinances deemed necessary for the health, safety, and welfare of the public, and the Grantee shallcomplywithallgenerallyapplicablelawsandordinances enactedbytheVillagepursuant to such policepower.
Reservationof Authority. Nothing in this Franchise Agreement shall (A) abrogate the right of the Village to perform any public works or public improvements of any description, (B) be construed as a waiver of any codes or ordinances of general applicability promulgatedbytheVillage,or(C)beconstruedasawaiverorreleaseoftherightsoftheVillage in and to the PublicWay.
Additional Franchises. In the event the Village grants an additional franchise to use and occupy any Public Way for the purposes of operating a Cable System,the additional franchise shall only be granted in accordance with the Illinois Level Playing Field Statute, 65 ILCS5/11-42-11.
Notice.In the event an application for a new cable television franchise or other similar local authorization is filed with the Village proposing to serve the Franchise Area, in whole or in part, the Village shall to the extent permitted by law promptly notify the Grantee, or require the Grantee to be notified, and include a copy of suchapplication.
SECTION3: Construction and Maintenance of the CableSystem
Construction Standards. Except as may be otherwise provided in this Franchise Agreement, the Grantee shall comply with all generally applicable provisions of the Village's Right of WayOrdinance.
Aerial and Underground Construction. At the time of any Cable System construction, if all of the transmission and distribution facilities of all of the respective public ormunicipalutilitiesinanyareaoftheFranchiseAreaareunderground,theGranteeshallplace its Cable Systems' transmission and distribution facilities underground, provided that such underground locations are actually capable of accommodating the Grantee's cable and other equipment without technical degradation of the Cable System's signal quality. In any location(s) within the Franchise Area where the transmission or distribution facilities of the respectivepublicormunicipalutilitiesarebothaerialandunderground,theGranteeshallhave thediscretiontoconstruct,operate,andmaintainallofitstransmissionanddistributionfacilities or any part thereof, aerially or underground. Nothing in this Section shall be construed to authorize any new aerial facilities without the express authorization of the Village. Nothing in this Section shall be construed to require the Grantee to construct, operate, or maintain undergroundanyground-mountedappurtenancessuchascustomertaps,lineextenders,system passive devices, amplifiers, power supplies, pedestals, or other relatedequipment.
Undergrounding and BeautificationProjects.
Relocation.In the event the Village requires users of the Public Way who operate aerial facilities to relocate such aerial facilities underground, the Grantee shall participate in the planning for relocation of its aerial facilities, if any, contemporaneously with such users. The Grantee shall be reimbursed its relocation costs from funds (from whatever source) allocated for the project to the same extent as such funds are made available to other non-public entity users of the Public Way. A utility's exercise of authority granted under its tariff to charge consumers for that utility's cost of the project that are not reimbursed by the Village will not be considered to be funds allocated for theproject.
Notice; Payment. The Village will give Grantee not less than 60 days notice of the necessity to relocate its facilities. Within the first 30 days of that 60-day period the Grantee shall provide a written estimate of the cost associated with the work necessary to relocate its facilities. In instances where a third party is seeking the relocation of theGrantee's facilities or where the Grantee is entitled to reimbursement pursuant to the preceding Section, the Grantee shall not be required to perform the relocation work until, in the case of third party requests, Grantee has received payment for the relocation work or, in the case of Village requests, there is money obligated for such purpose.
SECTION 4: Service Obligations
Initial Service Obligations. As of the Effective Date, the Grantee's Cable System can provide Cable Service to residential Customers throughout the Initial Franchise ServiceArea.TheGranteeshallcontinuetomakeCableServiceavailablethroughouttheInitial FranchiseServiceAreathroughouttheTermofthisFranchiseAgreement, andtheGranteeshall extend its Cable System and provide service consistent with the provisions of this Franchise Agreement.
General Service Obligation. The Grantee shall make Cable Service available beyondtheInitialFranchiseServiceAreatoeveryresidentialdwellingunitwithintheFranchise Area where the minimum density is at least 30 dwelling units per linear Cable System network mile as measured from the existing Cable System's technically feasible connection point. Subject to the density requirement, the Grantee shall offer Cable Service to all new homes or previously unserved homes located within 125 feet of the Grantee's distribution cable (e.g., a "StandardInstallation").
Additional Connections. The Grantee may elect to provide Cable Servicetoareasnotmeetingtheabovedensityanddistancestandards.TheGranteemayimpose an additional charge in excess of its regular installation charge for any service installation requiring a drop or line extension in excess of a Standard Installation. Any such additional charge shall be computed on a time plus materials basis, to be calculated on that portion of the installation that exceeds a Standard Installation, plus a reasonable rate ofreturn.
Technical Standards. The Grantee shall comply with all applicable technical standards of the FCC as published in 47 C.F.R., Part 76, Subpart K, as amended from time to time. The Grantee shall cooperate with the Village in conducting inspections related to these standardsuponreasonablepriorwrittenrequestfromtheVillagebasedonasignificant number of Subscribercomplaints.
Annexations and New/Planned Developments. In cases of an annexation the VillageshallprovidetheGranteewrittennoticeofthatannexation.Incasesofnewconstruction ordevelopmentwhereundergrounding orextensionoftheCableSystemisrequired,theVillage shall provide or cause the developer or property owner to provide notice of the same. Such notices shall be provided at the time of notice to all utilities or other like occupants of the Village's Public Way. If advance notice of such annexation, new construction, or development is not provided, the Grantee shall be allowed an adequate time to prepare, plan, and provide a detailed report as to the timeframe for it to construct its facilities and provide the services required under this FranchiseAgreement.
Service to School Buildings and GovernmentalFacilities.
ComplimentaryService, Installation. The Village and the Grantee acknowledge the provisions of Section 22-501(±) of the Illinois Cable and Video Customer ProtectionLaw,220ILCS5/22-501(±),wherebytheGranteeshallprovidecomplimentaryBasic Cable Service and a free Standard Installation at one outlet to all eligible buildings as defined by that law. Eligible buildings shall not include buildings leased to non-governmental third parties or buildings such as storage facilities at which government employees are not regularly stationed.
Long Drops. The Grantee may impose an additional charge in excess of its regular installation charge for any service installation requiring a drop or line extension in excess of a Standard Installation. Any such additional charge shall be computed on a time plus materials basis to be calculated on that portion of the installation that exceeds a Standard Installation.
Emergency Alerts. At all times during the Term of this Franchise Agreement, the Grantee shall provide and maintain an "Emergency Alert System" ("EAS'') consistent with applicable Federal law and regulation - including 47 C.F.R., Part 11 and the "State of Illinois Emergency Alert System State Plan" - as may be amended from time to time. Should the Village become qualified and authorized to activate the EAS, the Grantee shall provide instructions on the access and use of the EAS by the Village to the Village on an annual basis. TheVillageagreestoindemnify andholdtheGrantee harmless fromanydamagesorpenalties arising out of the negligence of the Village, its employees or agents in using suchsystem.
Enforcement of Customer Service Standards and Ordinance. Enforcement of the Customer Service Standards and Ordinance and the penalties for non-compliance with Customer service standards shall be consistent with State of Illinois law and the Customer ServiceOrdinance.
SECTIONS: Oversight and Regulation byVillage
Franchise Fees. The Grantee shall pay to the Village a Franchise Fee in an amount equal to 5 percent of annual Gross Revenues received from the operation of the Cable System to provide Cable Service in the Franchise Area; provided, however, that the Grantee shallnotbecompelledtopayanyhigherpercentageoffeesthananyothervideoserviceorany fiber optic, satellite, or similar TV channel provider, under State of Illinois authorization or otherwise, providing service in the Franchise Area. The payment of Franchise Fees shall be made on a quarterly basis and shall be due 45 days after the close of each calendar quarter. If mailed,theFranchiseFeeshallbeconsideredpaidonthedateitispostmarked.EachFranchise Fee payment shall be accompanied by a report prepared by a representative of the Grantee showing the basis for the computation of the Franchise Fees paid during that period. Any undisputed Franchise Fee payment that remains unpaid in whole or in part, after the date specifiedhereinshallbedelinquent.ForanydelinquentFranchiseFeepayments,Granteeshall makesuchpaymentsincludinginterestattheprimelendingrateasquotedbyJPMorganChase &Companyoritssuccessor,computedfromtimedueuntilpaid.Anyundisputedoverpayments madebytheGranteetotheVillageshall becreditedupondiscoveryofsuchoverpaymentuntil such time when the full value of such credit has been applied to the Franchise Fee liability otherwise accruing under this Section.
Change in Amount. The Parties acknowledge that, at present, the Cable Act limits the Village to collection of a maximum permissible Franchise Fee of 5 percent of GrossRevenues.IntheeventthatachangeintheCableActwouldallowtheVillagetoincrease the Franchise Fee above 5 percent, the Village shall hold a public hearing and determine if the Village should collect the additional amount.Following the determination, the Village shall (A) notify the Grantee of its intent to collect the increased Franchise Fee and the Grantee shall have a reasonable time (not to exceed 120 days from receipt of notice from the Village) to effectuateanychangesnecessarytobeginthecollectionofsuchincreasedFranchiseFeeor(B) notify the Grantee of its intent to not collect the increased fee. In the event that the Village increases said Franchise Fee, the Grantee shall notify its Subscribers of the Village's decision to increase said fee prior to the implementation of the collection of said fee from Subscribers as required bylaw.
Reduction. In the event a change in State of Illinois or federal law requires the Village to reduce the Franchise Fee percentage that may be collected, the Parties agreetheGranteeshallreducethepercentageoftheFranchiseFeecollectedtothelowerof(A) themaximum permissibleFranchiseFeepercentageor(B)thelowestFranchiseFeepercentage paid by any other Cable Operator granted a Cable Franchise by the Village pursuant to the CableActandSection11-42-11oftheIllinoisMunicipalCode;providedthatsuchreductionis in compliance with the change in State of Illinois or federal law. In the event the Village voluntarily reduces the Franchise Fee percentage described in Section 5.1, the Village shall approve the amendment by ordinance and notify the Grantee at least 90 days prior to the effective date of thereduction.
TaxesNotIncluded. TheGranteeacknowledgesandagreesthattheterm Franchise Fee does not include any tax, fee, or assessment of general applicability (including anysuchtax,fee,orassessmentimposedonbothutilitiesandCableOperatorsontheirservices but not including a tax, fee, or assessment which is unduly discriminatory against Cable Operators or CableSubscribers).
Franchise Fees Subject to Audit. The Village and the Grantee acknowledge that the audit standards are set forth Section 11.05 of the Illinois Municipal Code, 65 ILCS 5/11-42-11.05. Any audit shall be conducted in accordance with generally applicable auditing standards.
Proprietary Information. Notwithstanding anything to the contrary set forth in this Franchise Agreement, the Grantee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, with the exception of the informationdirectlyrelatedtoanauditof FranchiseorPEGCapitalFeesassetforthinSection 5.2. The Village agrees to treat any information disclosed by the Grantee as confidential and only to disclose it to those employees, representatives, and agents of the Village that have a need to know in order to enforce this Franchise Agreement and who agree to maintain the confidentiality of all such information. For purposes of this Section, the terms "proprietary or confidential" include, but are not limited to, information relating to the Cable System design, Customer lists, marketing plans, financial information unrelated to the calculation of Franchise Fees or rates pursuant to FCC rules, or other information that is reasonably determined by the Grantee to be competitively sensitive. The Grantee may make proprietary or confidential information available for inspection but not copying or removal by the Village's representative. In the event that the Village has in its possession, and receives a request under the Illinois FreedomofInformationAct,5ILCS140/1 etseq.(the"FOIA")orsimilarlawforthedisclosure of, Village public records which the Grantee has designated as confidential, trade secret, or proprietary, the Village shall notify the Grantee of such request and cooperate with the Grantee inopposingsuchrequest.TheGranteeshallindemnifyanddefendtheVillagefromandagainst any claims arising from the Village's opposition to disclosure of any information the Grantee designates as proprietary or confidential. Compliance by the Village with an opinion or directive from the Illinois Public Access Counselor or the Illinois Attorney General under the FOIA or with a decision or order of a court with jurisdiction over the Village shall not be a violation of thisSection.
SECTION 6: Transfer of Cable System or Franchise or Control of Grantee
NoTransferofCableSystemorFranchisewithoutConsent. NeithertheGrantee nor any other Person may transfer the Cable System or the Franchise without the prior written consent of the Village, which consent shall not be unreasonably withheld ordelayed.
No Transfer of Control without Consent. No transfer of control of the Grantee, defined as an acquisition of 51 percent or greater ownership interest in the Grantee, shall take place without the prior written consent of the Village, which consent shall not be unreasonably withheld ordelayed.
Exceptions. Noconsentshallberequiredfor(A)atransferintrust,bymortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness or (B) a transfer to an entity directly or indirectly owned or controlled by ComcastCorporation.
Application; Process. The Grantee, and any proposed transferee under this Section 6, shall submit a written application to the Village containing or accompanied by such information as is required in accordance with applicable law and FCC regulations, specifically including a completed Form 394 or its successor, and in compliance with the processes established for transfers under FCC rules and regulations, including Section 617 of the Cable Act, 47 U.S.C. §537 and 47 U.S.C. §76.502. Within 30 days after receiving a request for consent, the Village shall, in accordance with FCC rules and regulations, notify the Grantee in writing of the additional information, if any, it requires to determine the legal, financial and technical qualifications of the transferee or new controlling party. If the Village has not taken final action on the Grantee's request for consent within 120 days after receiving such request, consent shall be deemed granted. As a condition to granting of any consent, the Village may require the transferee to agree in writing to assume the obligations of the Grantee under this FranchiseAgreement.
Receivership or Trusteeship. Any transfer of control resulting from or after the appointment of a receiver or receivers or trustee or trustees, however denominated,designated to take over and conduct the business of the grantee, whether in a receivership, reorganization, bankruptcy or other action or proceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of a f120day period, shall be treated as a transfer of control pursuant to 47 U.S.C. §537 and require the Village's consent thereto in the manner described in Section 6above.
SECTION 7: Insurance and Indemnity
Insurance. Throughout theTermofthisFranchiseAgreement,theGranteeshall, at its own cost and expense, maintain insurance coverage that complies with the Right of Way Ordinance and provide the Village certificates of insurance demonstrating that the Grantee has obtained the insurance required in this Section. In addition to the indemnification provided in Section 7.2 of this Franchise Agreement, the Grantee shall indemnify and hold harmless the indemnitees, as defined in Section 7.2, from every claim, expense, and liability arising from any injury for which the Grantee may become subject to a workers' compensationclaim.
Indemnification. The Grantee shall indemnify, defend and hold harmless the Village, its officers, employees, and agents (the "Indemnitees") from and against any injuries, actions, claims, demands, judgments, damages, losses and expenses, including without limitation reasonable attorney's fees and costs of suit or defense (collectively "Claims" and individually a "Claim"), arising in the course of the Grantee constructing and operating its Cable System within the Village. The Grantee's obligation with respect to the Indemnitees shall apply to all Claims that occur during the Term of this Franchise Agreement regardless of whether the Claim is made subsequent to the termination of this Franchise Agreement. The Village shall give the Grantee timely written notice of its obligation to indemnify and defend the Village after the Village's receipt of a Claim. For purposes of this Section, the word "timely"meanswithinatimeperiodthatdoesnotcause prejudicetothepositionoftheGrantee ortheVillage.IftheVillageelectsinitsowndiscretiontoemployadditionalcounsel,thecosts for such additional counsel shall be the responsibility of theVillage.
Exception. The Grantee shall not indemnify the Village for any liabilities, damages, costs, or expense resulting from any conduct for which the Village or its officer, employee, or agent may be liable under the laws of the State ofIllinois.
No Limitation Based on Insurance Coverage. Nothing herein shall be construed to limit the Grantee's duty to indemnify the Village by reference to the limits of insurance coverage described in this FranchiseAgreement.
SECTIONS: PEG Access
PEGCapacity. TheGranteeshallprovidecapacityfortheVillage'sPEGAccess Programming through the Grantee's Cable System consistent with the requirements set forth in this Section 8. The Village's PEG Access Programming shall be provided consistent with Section 611 of the Cable Act, 47 U.S.C. §531, as amended from time totime.
Description of Village's PEG Program. As of the Effective Date, the Village uses two PEG Channels. For reference purposes, one Channel is used for Government Access and one Channel is used for Educational and Public Access includingprogramming produced by Riverside-Brookfield High School District 208. The Grantee shall provide the Village's entire PEG Access programming on the Grantee's Basic Cable Service.
Additional PEG Channel. At its discretion, the Village may request an additionalChannel.Toqualifyforanadditional ChanneltheVillagemustdemonstratethatthe Threshold Use Requirement is satisfied. For purposes of this Franchise Agreement, the term "ThresholdUseRequirement"meansthattheexistingtwoChannelshavebeenprogrammedby the Village at least eight hours per day with non-repetitive video programming, Monday through Saturday, for a minimum of six consecutive months. The Village shall provide the Grantee with written documentation evidencing that the Threshold Use Requirement is satisfied. The Grantee shall have 120 days from receipt of the Village's request to provide the additional Channel. Unless otherwise agreed to by the Village and the Grantee to the extent required by law, the additional Channel shall be carried on the Grantee's Basic Service Tier. Onceprovided,theadditionalChannelmaynotberemovedorwithdrawnbytheGranteeatany time during the first 12 months after the additional Channel has been provided to the Village. Thereafter the Grantee may not remove or withdraw the additional Channel except only if the Village has not satisfied the Threshold Use Requirement for the existing two Channels for a consecutive period of 90 days. The Grantee shall give the Village written notice that the ThresholdUseRequirementfortheexistingtwoChannelsisnotbeingsatisfiedandtheVillage shall have 120 days after receipt of that written notice to cause the existing two Channels to meet the Threshold Use Requirement. The Village will be deemed to have met the Threshold Use Requirement if the two existing Channels have, for 21 consecutive days prior to the expiration of the 120-day period, provided at least eight hours per day of non-repetitive video programming Monday through Saturday. The cost for activation of the additional Channel, if any,shallbepaidforbytheVillage,andshallbeconsideredaneligibleexpenseforPEGCapital Fees.
Village Operation and Control of PEG Channels. The Grantee does not relinquish its ownership of a Channel by designating it for PEG use. However, the PEG Channels are, and shall be, operated by the Village or its designee, and the Village may at any time allocate or reallocate the usage of the PEG Channels among and between different non commercial uses. The Village shall be responsible for establishing, and thereafter enforcing, rules for the noncommercial use of the PEG AccessChannels.
Editorial Control. The Village shall be responsible for the editorial control of the Video Programming on the PEG Channels and the Grantee shall not exercise any editorial control over any use of the PEG Access Channels except to the extent permitted in 47U.S.C. §53 l(e).
Origination Point. At such time that the Village determines (A) that the Village wants to establish capacity to allow its residents who subscribe to the Grantee's Cable Service to receive PEG Access Programming originated from new facilities (other than those having a signal point of origination at the time of the execution of this Franchise Agreement) or (B) that the Village wants to change or upgrade a location from which PEG Access Programming is originated,theVillagewillgivetheGranteewrittennoticedetailingthepointoforigination and thecapabilitysoughtbytheVillage.TheGranteeagreestosubmitacostestimatetoimplement the Village's plan within a reasonable period of time, but not longer than 60 days. Afteran agreement to reimburse the Grantee for its expenditure, including but not limited to the application of PEG Capital Fees, the Grantee will implement any necessary system changes withinareasonableperiodoftime,butnotlongerthan120days.ForthepurposeofthisSection, the term "originated" means the programming was electronically submitted to the Grantee's CableSystemfromsuchlocation.TheGranteeshalloperateandmaintainitscurrentlyprovided returnlinesoriginatingfromLyonsTownshipHighSchool,Riverside-BrookfieldHighSchool, and each of the municipal cable channels participating in the WCCA. The Grantee's duty to operate and maintain return lines applies from the output of the transport device located on the premises to the headend.
PEG Signal Quality. Provided PEG signal feeds are delivered by the Village to the designated signal input point without material degradation, the PEG Channel delivery system from the designated signal input point shall meet the same FCC technical standards as theremainderoftheCableSystemsetforthinSection4.3andSubsection4.3.1ofthisFranchise Agreement.
DefinitionofUnusedTime. "UnusedTime"isaperiodoftimeinexcess ofsixconsecutivehourswhennoPEGprogrammingofanykindiscablecastonaPEGChannel. Unused Time does not include any period of time when programming cannot be cablecast because of outages, technical difficulties, transition of broadcast media, signal testing, replacementorrepairofequipment,installationorrelocationoffacilities,orsimilardisruptions. Text messaging containing out of date or expired information for a period of 30 days shall be considered to be Unused Time. A programming schedule that contains playback of previously cablecast programming that has not been updated for a period of 90 days shall be considered UnusedTime.
GranteeUseofUnusedTime. BecausetheVillageandtheGranteeagree that Unused Time is not in the public interest, in the event of Unused Time for a period of 90 consecutivedays,GranteemayusetheChannelforGrantee'spurposessubjecttothetermsand conditions described in this Section 8.6. The Grantee shall give the Village written notice that any PEG Channel has contained Unused Time for the 90-day period of time. If within 60 days after receipt of that written notice the Village (A) does not object to the Grantee's finding in writing and (B) does not cause the elimination of the Unused Time, then the Grantee may program that Unused Time, subject to the Village reclaiming the Unused Time under Section 8.6.3.
Reclaiming Unused Time. The Village may reclaim Unused Time from the Grantee by written notice to the Grantee stating the basis of the Village for reclaiming the Unused Time and the date, not less than 60 days after the written notice, on which the Village intends to commence use of the UnusedTime.
PEG Capital Fee. At its sole discretion, the Village may designate a PEG access capital project to be funded by the Village as set forth herein. Pursuant toSection 622(g)(2)(C)oftheCableAct(47U.S.C.§542(g)(2)(C)),anexternalPEGCapitalFeecharge of up to $1.25 per customer per month charge to be passed on to each Subscriber will be collected when supported by a PEG Capital Plan. The current $1.25 per customer per month charge thatisbeingpassedontoeachSubscriberunderthesamesectionnotedaboveasofthe Effective Date also is supported by an existing PEG Capital Plan and will continue for the Term of this Franchise as long as it is supported by a PEG Capital Plan. When requested, the Village will provide an updated PEG Capital Plan that includes a description of the Village and WCCA plans for which the PEG Capital Fee will be used. The Grantee may review the Village'sPEGCapitalPlanfortechnicalcompatibilityandcompliancewithexistinglaw.PEG funds shall be expended for capital costs associated with PEG access. The Village may hold alloranyportionofthePEGfundsfromyeartoyearasadesignatedfundtopermittheVillage and the WCCA to make large capital expenditures. Any PEG funds remaining at the end of the Term of this Franchise Agreement shall be identified and shall be applied to future PEG Capital Plans in the subsequent Franchise Agreement. If the Village borrows money from itself or from a financial institution for large PEG capital purchases or capital expenditures, then the Village may make periodic repayments using the PEG Capital Fee. At the Village's orWCCA's writtendirectiontotheGrantee,thePEGCapitalFeewillbereduced,terminated, or reinstated by the Grantee as directed within 120 days of the Village's writtendirection.
Collection and Adjustment of Fee. The Grantee shall collect the PEG Capital Fee and shall make the PEG Capital payments to the Village from the sums collected at the same time and in the same manner as Franchise Fee payments. The Village may assign the right to receive the PEG Capital Fee payments to the WCCA. In the event the Village or theWCCAgiveswrittennoticetotheGranteeto terminateorreducethecollectionofthePEG Capital Fee, the Grantee shall remove or reduce the PEG Capital Fee as to its Subscribers' monthlybillingstatementswithin90daysofthereceiptofthewrittenrequestfromtheVillage ortheWCCA;providedthatallPEGCapitalFeesthathavebeencollectedbytheGranteeshall be remitted to the Village or the WCCA as provided for herein. If the Village or the WCCA, following termination or reduction of the PEG Capital Fee as described in this Section 8.7.2, decides to reinstate or restore to its prior amount the PEG Capital Fee, then the requested change to the PEG Capital Fee shall be imposed or restore by the Grantee within 120 days of the Village's or WCCA's written notification to the Grantee. The notice from the Village or WCCAshallincludethecurrentorupdatedPEGCapitalPlanasdetailedinSection8.7.1.On anannualbasistheGranteeshallprovidetheVillageareportofallPEGCapitalFeesproceeds generated during the year from Subscribers within the corporate limits of the Village. The VillagemayconductanauditofthePEGCapitalFees,usingaprocessandstandardsequivalent totheprocessandstandardssetforthinSection11.05oftheIllinoisMunicipalCode,65ILCS 5/11-42-11.05. Any audit shall be conducted in accordance with generally applicable auditing standards.
Overdue PEG Capital Fee Payments. The Grantee shall pay the Village or the WCCA the disputed overdue payment of PEG Capital Fees, as determined in writing by theParties.
OverduePayments. For any payments owed by the Grantee in accordance with this Section which are not made on or before the due dates, the Grantee shall makesuchpaymentsincludinginterestatanannualrateoftheprimelendingrateasquoted by JP Morgan Chase & Company or its successor, computed from time due until paid. Any undisputed overpayments made by the Grantee to the Village or the WCCA shall be credited upon discovery of such overpayment until such time when the full value of such credit has been applied to the PEG Capital Fee liability otherwise accruing under this section.
PEG Capital Fees Not Franchise Fees. The Grantee and Village agree thatthecapitalobligationssetforthinthisSectionarenot"FranchiseFees"withinthemeaning of Section 542 of the CableAct.
Annual Meeting to Discuss PEG High-Definition Programming. In recognition of the Village's interest in the future distribution of the PEG Channels in high definition (HD), the Grantee will meet with the Village and/or its PEG programming designee on an annual basis todiscuss:
thestatusoftheVillage'spreparednesstoproduceandcablecastthePEG Access Programming in HD, taking into consideration the amount of PEG programming being produced in HD versus standard definition (SD);
the proportion of channels cablecast in SD versus HD;and
the percentage of HD subscription penetration across the Grantee's subscriber base in the member communities of theWCCA;
PEG Channel Migration from SD to HD. On or after the fifth anniversary date of this Franchise Agreement, the Village shall migrate PEG Access Programming from SD to HD, but only if all of the following conditions have been met and notice has been given inwriting:
the Village is capable of producing and transmitting PEG programming in HD.
50 percent of channels comprising the Basic Service Tier are cablecast in HD;and
the percentage of HD subscription penetration across the Grantee's subscriberbaseintheWCCA'smembercommunitiesisequivalentto80 percent.
For purposes of this Agreement, an HD signal refers to a television signal delivering picture resolution of 720p or 1080i. For the first PEG Channel transitioned to HD, the Channel must includeaminimumoffivehoursperday,sevendaysper-weekofHDPEGprogramming.Prior tothetransitionofeachadditionalPEGChannel,theVillageortheWCCAinconjunctionwith the Village must accumulate a library containing a minimum of 100 hours of locally produced, original HD content, per channel.
For the purpose of calculating this condition, any networks which are simulcast in HD and SD shall be counted as only one channel.
Transition Period. If all of the conditions above have been met, thenthe Grantee will be provided up to six months to transition the PEG programming on the eligible PEG Channel toHD.
NoDualBroadcasts.InnoinstanceshallthePEGChannelsbecablecast in both SD andHD.
Status as of Fifth Anniversary. In the event the metrics in thisSection 8.8havenotbeenmetbytheGranteeorbytheVillagebythefifthanniversaryofthisFranchise Agreement,thenthepartythathasnotmetitsmetricsshallgive,uponrequestoftheotherparty, writtennoticewithin30dayswhetherithasreachedattainmentorcompletionofsuchcondition. For example, the Village or the WCCA shall give notice to the Grantee for criterion 8.8.2(i) and the Grantee shall give notice tothe Village and the WCCA for criteria 8.8.2(ii) and (iii).
Village Operation and Control of HD PEG Channels. Consistent with Section 8.2 of this Franchise Agreement, the Grantee does not relinquish its ownership of a PEG Channel by migrating the channel to HD and the standards of Section 8.2 of this Franchise Agreement apply to HD PEG Channels.
SECTION9: Enforcement of FranchiseAgreement
NoticeofViolationorDefault. IntheeventtheVillagebelievesthattheGrantee hasnotcompliedwithamaterialtermofthisFranchiseAgreement,theVillageshallnotifythe Grantee in writing with specific details regarding the nature of the alleged noncompliance or default.
Grantee's Response, Right to Cure. The Grantee shall have 30 days from the receipt of the Village's written notice (A) to respond to the Village, contesting the assertion of noncompliance or default, or (B) to cure the noncompliance or default, or (C) in the event the noncompliance or default by its nature cannot reasonably be cured within the 30-day period, promptly initiate and continuously pursue until completion reasonable steps to cure the noncompliance or default and promptly notify the Village of the steps being taken and the projected date that the cure will becompleted.
Enforcement. Subject to applicable federal and State of Illinois law, and following notice and an opportunity to cure and respond pursuant to the provisions ofSection 9.2 above, in the event the Village determines that the Grantee is in default of any material provision of this Franchise Agreement, the Village may:
Specific Performance; Other Relief. Seek specific performance of any provision that reasonably lends itself to such remedy or seek other relief available at law, including declaratory or injunctive relief;or
Revocation. In the case of a substantial or frequent default of a material provision of this Franchise Agreement, declare this Franchise Agreement to be revoked in accordance with thefollowing:
TheVillageshallgivewrittennoticetotheGranteeofitsintenttorevoke thisFranchiseAgreementonthebasisofapatternofnoncompliance bytheGrantee.Thenotice shallsetforthwithspecificitythenatureofthenoncompliance.TheGranteeshallhave90days from the receipt of such notice to object in writing and to state its reasons for such objection. Intheevent(A)theVillagehasnotreceivedaresponsefromtheGranteeoruponreceiptofthe response does not agree with the Grantee's proposed remedy or (B) the Grantee has not taken action to cure the default, then the Village may conduct a public hearing for the purpose of terminatingthisFranchiseAgreement:TheVillageshallcausewrittennoticetobeservedupon the Grantee, at least 10 days prior to such public hearing specifying the time and place of such hearing and stating its intent to terminate this FranchiseAgreement.
At the public hearing, the Village shall give the Grantee an opportunity to state its position on the matter, present evidence, and question witnesses, after which the Village shall determine whether the Franchise Agreement shall be terminated. The public hearing shall be on the record. A copy of the transcript shall be made available to the Grantee at the Grantee's expense. The decision of the Village shall be in writing and shall be delivered to the Grantee in a manner authorized by Section 10.2. The Grantee may appeal such determination to any court with jurisdiction within 30 days after receipt of the Village's decision.
Remedies Not Exclusive or Limited. In addition to the remedies set forth inthis Section 9, the Grantee acknowledges the Village's right and ability pursuant to Section 4.7 of this Franchise Agreement to enforce the requirements and standards, and the penalties for non compliance with such standards, consistent with the Illinois Cable and Video Customer Protection Law, 220 ILCS 22-501 and the Village's Customer Service Ordinance, pursuant to Sections 3.1and7.1ofthisFranchiseAgreementandtheVillage'sRightofWayOrdinance,to enforce the Grantee's compliance with the Village's Right of Way Ordinance. All of the Village'srightsandremediesmay beexercised fromtimetotimeandasoftenandinsuchorder as may be deemed expedient by the Village. Notwithstanding the foregoing, nothing in this Franchise Agreement shall be interpreted to permit the Village to exercise such rights and remedies in a manner that permits duplicative recovery from, or payments by, theGrantee.
Force Majeure. The Grantee shall not be held in default under, or in noncompliance with, the provisions of this Franchise Agreement, nor suffer any enforcement or penalty relating to noncompliance or default (including termination, cancellation, or revocation of this Franchise Agreement, where such noncompliance or alleged defaults occurred or were caused by strike, riot, war, earthquake, flood, tidal wave, unusually severe rainorsnowstorm,hurricane,tornadoorothercatastrophicactofnature,labordisputes,failure of utility service necessary to operate the Cable System, governmental, administrative or judicial order or regulation or other event that is reasonably beyond the Grantee's ability to anticipate or control. This provision also covers work delays caused by waiting forutility providers to service or monitor their own utility poles on which the Grantee's cable or equipment is attached, as well as unavailability of materials or qualified labor to perform the work necessary. Non-compliance or default shall be corrected within a reasonable amount of time after force majeure has ceased.
Notice. Any notification that requires a response or action from a Party within a specific time, or that would trigger a time period that would affect one or both Parties' rights under this Franchise Agreement, shall be in writing and shall be sufficiently given and served upon the other Party by hand delivery, first class mail, registered or certified, return receipt requested, postage prepaid, or by reputable overnight courier service and addressed asfollows:
To the Village:
Village of Riverside Attn: Village Manager 27 Riverside Road Riverside , Illinois 60546
To the Grantee:
1500 McConnor Parkway
Schaumburg, Illinois 60173
Attn: Director of Government Affairs
Recognizing the widespread usage and acceptance of electronic forms of communication, e-mail messages will be acceptable as formal notification related to the conduct of general business between the Parties, including but not limited to programming and price adjustment communications.Suchcommunicationshouldbeaddressedanddirectedtothepersonofrecord as specified above. Either party may change its address and addressee for notice by notice to the other party under this Section.
EntireAgreement. This Franchise Agreement embodies the entire understanding and agreement of the Village and the Grantee with respect to the subject matter hereofandsupersedesallpriorandcontemporaneousagreements,understandings,negotiations, and communications, whether written or oral. Except for ordinances adopted pursuant to Sections 2.4 and 2.5 of this Franchise Agreement, ordinances or parts of ordinances related to theprovisionofCableServicethatareinconflictwithorotherwiseimposeobligationsdifferent from the provisions of this Franchise Agreement are superseded by this FranchiseAgreement.
Regulatory Ordinance. The Village may adopt an ordinance regulating cable. fiber optic, satellite, or similar TV channel providers that complies with applicable law, provided the provisions of any such ordinance adopted subsequent to the Effective Date shall not apply to the Grantee during the Term of this FranchiseAgreement.
Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Franchise Agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shallnotaffectthevalidityoftheremaining portionshereof,whichotherportionsshallcontinue in full force and effect. If any material provision of this Franchise Agreement is made or found tobeunenforceablebysuchabindingandfinaldecisionorastatutoryorregulatoryenactment, either party may notify the other in writing that this Franchise Agreement has been materially altered by the change and of the election to begin negotiations to amend this Franchise Agreement in a manner consistent with said proceeding or enactment; provided, however,that any such negotiated modification shall be competitively neutral, and the Parties shall be given sufficient time to implement any changes necessitated by the agreed-upon modification.
Governing Law. This Franchise Agreement shall be deemed to be executed in the State of Illinois, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Illinois and federal law, as applicable.
Venue. Except as to any matter within the jurisdiction of the federal courts or the FCC, all judicial actions relating to any interpretation, enforcement, dispute resolution or anyotheraspectofthisFranchiseAgreementshallbebroughtintheCookCountyCircuitCourt, Illinois. Any matter brought pursuant to the jurisdiction of the federal court shall be brought in the United States District Court of the Northern District of Illinois, EasternDivision.
Modification. Except as provided in Section 5.1 of this Franchise Agreement, noprovisionofthisFranchiseAgreementshallbeamendedorotherwise modified,inwholeor in part, except by a written instrument duly executed by the Village and the Grantee, which amendment shall be authorized on behalf of the Village as required by applicablelaw.
No Third-Party Beneficiaries. Nothing in this Franchise Agreement is intended to confer third-party beneficiary status on any person, individual, corporation, or member of the public to enforce the terms of this FranchiseAgreement.
No Waiver of Rights. Nothing in this Franchise Agreement shall be construed asawaiverofanyrights,substantiveorprocedural,theGranteemayhaveunderfederalorState of Illinois law unless such waiver is expressly statedherein.
Validity of Agreement. The Parties acknowledge and agree in good faith on the validity of the provisions, terms, and conditions of this Franchise Agreement in their entirety and that the Parties have the power and authority to enter into the provisions, terms, and conditionsofthisFranchiseAgreement.Intheeventaprovision,term,orconditionislitigated, neither the Grantee nor the Village will seek retroactive application of a court order that the provision,term,orconditionisinvalidorunenforceable.Andintheeventacourtofcompetent jurisdictionissuesafinal,non-appealableorder renderingaprovision,term,orconditionofthis FranchiseAgreementinvalidorunenforceable,thenthatorderwillbeappliedtothisFranchise Agreement and the Parties prospectively only as of effective date of that order, and that order will not apply retroactively unless specifically required by that order.
The Parties further agree that the Parties may not challenge, at any time or under any circumstances, any provision, term, or condition of this Franchise Agreement on the basis that it is unreasonable, arbitrary, or void, or that the Parties had no power or authority to enter into that provision, term, or condition as part of, or pursuant to this Franchise Agreement, except as to those matters that are hereafter specifically preempted by new or amended federal or State of Illinois law or judicial or administrative orders or decrees.
Authority to Sign Franchise Agreement. The Grantee warrants to the Village thatitisauthorizedtoexecute,deliver,andperformthisFranchise Agreement.Theindividual signing this Franchise Agreement on behalf of the Grantee warrants to the Village that she or he is authorized to execute this Franchise Agreement in the name of the Grantee.
IN WITNESS WHEREOF, this Franchise Agreement has been executed by the duly authorized representatives of the Parties as set forth below, as of the Effective Date:
Village of Riverside
Supplemental Agreement Regarding PEG Capital Fees Between the Village of Riverside
and Comcast of Illinois / West Virgina, LLC
WHEREAS, the Villages of Indian Head Park, La Grange, La Grange Park, Riverside, and Western Springs (collectively the "WCCA Members") and Comcast of Illinois/ West Virginia, LLC (the "Grantee") entered into an agreement titled "Cable Television Franchise Agreement By and Between the Village of Riverside and Comcast of Illinois / West Virginia, LLC" as of October 18, 2018 (the "Franchise Agreement"); and
WHEREAS, the WCCA Members and the Grantee established, inSection
of the Franchise Agreement, that the Grantee will bill and collect a PEG Capital Fee in the amount up to $1.25 on every Customer within the corporate limits of all WCCA Members ("Customers") and will remit the PEG Capital Fee proceeds proportionately to the WCCA except that the Grantee will retain a certain amount of the PEG Capital Fee as determined below;and
WHEREAS, the WCCA Members including the Village of Riverside (the "Village") andtheGrantee(collectivelythe "Parties") haveagreedonthemethodof distributing the PEG Capital Fee in a manner consistent with the Franchise Agreement;and
WHEREAS, the WCCA Members and the Grantee agree that the terms of this Supplemental Agreement bind the Parties and govern the distribution of the PEG Capital Fee, consistent with the provisions of Section 8.7 of the Franchise Agreement;and
WHEREAS,theWCCAMembersandtheGranteewishtomemorializetheir determination in this binding Supplemental Agreement;and
NOW, THEREFORE, the WCCA Members, including the Village agree as follows:
Incorporationof Recitals. The recitals are incorporated into this Agreement as substantive provisions of this SupplementalAgreement.
Definitions. Any word or phrase that is not defined in this SupplementalAgreementhasthedefinitionsetforthintheFranchiseAgreement.
Billing and Collecting PEG Capital Fee. The Grantee will bill and collect the currently determined PEG Capital Fee of $1.25 per Customer per month as provided in the Franchise Agreement. If the Term expires but the Grantee continues to maintain its Cable System and to provide Cable Service toany
notify the Grantee in writing with specific details regarding the nature of the alleged noncompliance or default. The Grantee will have 30 days after the receipt of the Village's written notice to cure the noncompliance. If the Grantee does not cure within the 30-day period, then the Village may seek specific performance of the provisions of this SupplementalAgreement.
Conflicts.If there is a conflict between, or an ambiguity regarding, a provision of the Franchise Agreement and a provision of this Supplemental Agreement, then the provision of this Supplemental Agreement will apply and control unless the WCCA Members and the Grantee agree otherwise in writing and signed by authorizedrepresentatives.
Authority. This Supplemental Agreement is entered into by and between the Village and the Grantee under the authority of the Cable Act, the Illinois Municipal Code, and other applicablelaw.
Authorityto Sign Agreement. The Grantee warrants to the Village that it is authorized to execute, deliver, and perform this Supplemental Agreement. The individual signing this Agreement on behalf of the Grantee warrants to the Village that she or he is authorized to execute this Agreement in the name of the Grantee.
IN WITNESS WHEREOF, this Supplemental Agreement has been executed by the duly authorized representatives of the Parties as set forth below, as of the Effective Date:
Village of Riverside
I, Cathy Haley, Clerk of the Village of Riverside, in the County of Cook and State of Illinois, do hereby certify that the annexed and foregoing is a true and correct copy of that certain Resolution now on file in my office, entitled:
which Resolution was passed by the Board of Trustees of the Village of Riverside at a Regular Village Board Meeting on the 18TH day of October, 2018, at which meeting a quorum was present, and approved by the President of the Village of Riverside on the 18TH day of October2018.
I further certify that the vote on the question of the passage of said Resolution by the Board of Trustees of the Village of Riverside was taken by Ayes and Nays and recorded in the minutes of the Board of Trustees of the Village of Riverside, and that the result of said vote was as follows, t o-wit:
I do further certify that the original Resolution, of which the foregoing is a true copy, is entrusted to my care for safekeeping, and that I am the lawful keeper of the same.
INWITNESSWHEREOF, Ihavehereuntosetmyhandandaffixedthesealofthe Village of Riverside, this 18TH day of October,2018.
AGENDAITEMSUMMARY Agenda Items VI.L. &M.
Franchise Agreement and Supplemental Agreement with Comcast of Illinois/West Virginia, LLC
Meeting Date: Submitted By: Department:
October 18, 2018
Jessica Frances, Village Manager Administration
TheWestCentralCableAgency(WCCA)wasformedinJune1998bytheVillagesofIndianHeadPark,LaGrange, La Grange Park, Riverside, and Western Springs. The principal purpose of the Agency is to administer cable television services for the five WCCA members including, among other things, regulation of the cable services provider (through a franchise agreement) and the use of the cable television system for Public, Educational, and Governmental (PEG)programming.
The most recent franchise agreement between the WCCA and the current cable services provider, Comcast of Illinois/ West Virginia, LLC, expired in September, 2013. Comcast has continued to serve the WCCA members, however, under the most recent terms of that agreement, which is customary while the parties negotiate the terms of a newagreement.
ThenegotiationsbetweentheWCCAandComcastforanewfranchiseagreementhavebeenlengthybecausethe parties had to address regulatory changes, changing technology, new Comcast standards, and the needs of the WCCAmembers.
PendingreviewandapprovalbyeachWCCAmember,thepartieshavenow agreedonafranchiseagreementthat addresses the WCCA members' current and future needs. The proposed franchise agreement has been rewritten based on a model franchise agreement developed under the guidance of the Metropolitan MayorsCaucus.
The key elements of the proposed franchise agreements include:
Revised provisions governing public, educational, and governmental ("PEG") access and providing for futureexpansionofPEGprogrammingasdesiredbyWCCAmembers.ThePEGprovisionsacknowledge
the channels that exist for the members and Lyons Township HS and Riverside Brookfield HS and the ability of the members to use additional channels.
Beneficial changes to the PEG capital fee provisions, including the amount of PEG support payments to be remitted to the WCCA to provide PEG programming, enabling the members to adjust the PEG fee to suit current needs, and requiring Comcast to remit the fee to the members on a regular and timelybasis.
Opportunities for updates to the PEG channels and programming as technologyevolves.
The WCCA has been negotiating an updated franchise agreement with Comcast since January 2013. Upon expiration of the agreement, the WCCA asserted that the provisions of the agreement continued until such time as a new agreement was approved. Initially, Comcast disagreed with the WCCA and stopped making PEG payments to the WCCA. The WCCA did not receive any PEG monies from Comcast for 2013, 2014, or 2015 (submitted in arrears). Comcast did begin making PEG payments again for 2016, 2017 and 2018. As part of the negotiations, Comcast has agreed to pay the WCCA $460,989.67 in monies owed for 2013, 2014 and 2015 and a partial payment for outstanding monies in 2018.
The franchise agreement must be approved by each WCCA member. WCCA is seeking to have each member approve their agreements by October 22, 2018. The Board meeting schedules for the member communities are as follows:
La Grange Park Indian Head Park Riverside
La Grange Western Springs
October 9th October 11th October 18th October 22nd October 22nd
ActionRequested: 181Approval ?Discussion ?Information
Approve a Resolution Authorizing the Village President to execute a Cable Television Franchise Agreement with Comcast of Illinois/ West Virginia, LLC; and a Supplemental Agreement Regarding PEG Capital Fees between the Village of Riverside and Comcast of Illinois/ West Virginia, LLC
Resolution Approving a Cable Television Franchise Agreement with Comcast of Illinois/ West Virginia,LLC
Franchise Agreement with Comcast of Illinois/West Virginia
SupplementalAgreementRegardingPEGCapitalFeesBetweentheVillageofRiversideandComcastof Illinois/West VirginiaLLC.