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HomeMy WebLinkAboutFalcon Charter Comcast Transfer AgreementTRANSFER AGREEMENT This Agreement is made this day of /vim 2014, by and among: 1.1.1. City of Pasco, Washington, a Municipal Corporation ("City"); 1.1.2. Falcon Video Communications, L.P. ("Franchisee"); 1.1.3. Charter Communications, Inc. ("Charter"); 1.1.4. COO Transfers, LLC ("COO"), as used herein refers to the entity as owned by Comcast Corporation after the closing of the Transaction; 1.1.5. Comcast Corporation ("Comcast"); and 1.1.6. Franchisee and Charter may be referred to collectively herein as "Companies." RECITALS WHEREAS, Franchisee currently operates a cable system under the terms and conditions of a cable franchise (the "Franchise Agreement") granted by the City pursuant to Ordinance 3*, as lawfully amended from time to time in accordance within the provisions in such documents (collectively, the "Franchise Documents") and applicable law; and WHEREAS, Charter is the ultimate parent company of Franchisee; and WHEREAS, pursuant to a multi -step transaction (the "Proposed Transaction") described in the Comcast/Charter Transaction Agreement dated as of April 25, 2014, between Charter and Comcast (the "Transaction Agreement"), the cable television system located within the City ("System") currently operated by the Franchisee will become owned by a wholly-owned subsidiary of Comcast; and WHEREAS, if consummated, the Proposed Transaction will result in a merger under which Franchisee will become COO through an internal Charter restructuring and immediately thereafter COO will become a wholly owned subsidiary of Comcast (the "Transaction"); and WHEREAS, the Franchise Documents provide that prior approval of the City is required for a transfer of the System; and WHEREAS, on June 18, 2014, Charter and Comcast filed with the City an FCC Form 394 (the "Transfer Application") pursuant to the federal Cable Act and FCC regulations, and have requested that the City consent to the Proposed Transaction in accordance with the terms of the Franchise Documents, and all applicable federal, state, and local law; and WHEREAS, the City and Franchisee have been engaged in an extended franchise renewal process that is not yet complete; and WHEREAS, the City and Franchisee have agreed to extend the term of the Franchise to September 30, 2015; and I0S) WHEREAS, the Companies and Comcast have agreed that, following the completion of the Proposed Transaction, COO will continue to be bound by and comply with, and be liable for any past failure by Franchisee to comply with, all of the commitments, duties and obligations under the Franchise Documents and all applicable federal, state and local laws, to the maximum extent required by law; and WHEREAS, Comcast has agreed to guaranty the performance of COO as the new franchisee under the Franchise; and NOW, THEREFORE, in consideration of the City's consent to the Transfer, and subject to the terms and conditions of this Agreement and of the City's Resolution granting consent to the Transfer, THE PARTIES DO HEREBY AGREE as follows: 1. TRANSFER OF THE FRANCHISE 1.1 The City's consent to the Transfer Application and the transfer of control of the Franchise in connection with the Proposed Transaction, through the adoption of the Transfer Resolution in substantially the form attached hereto (the "Transfer Resolution"), is a condition precedent to this Transfer Agreement becoming effective. This Transfer Agreement will be voidable if the Proposed Transaction is not consummated by June 30, 2015, or if the City Council does not consent to the Transfer Application and the transfer of control of the Franchise by adopting the Transfer Resolution. 2. AFFIRMATION OF FRANCHISE OBLIGATIONS 2.1 Comcast and COO hereby accept, acknowledge and agree that, after consummation of the Proposed Transaction, COO as the new franchisee will be bound by and responsible for all the commitments, duties, and obligations, past, present, continuing and future, embodied in the Franchise Documents, whether those commitments, duties or obligations arose before or after the date of consummation of the Proposed Transaction or the date that the City Council adopts the Transfer Resolution, to the maximum extent permitted by law, and that neither consummation of the Proposed Transaction nor the City's approval of the Transfer Application will have any effect on these obligations. 2.2 Comcast and COO agree that neither consummation of the Proposed Transaction nor the City's approval of the Transfer Application shall in any respect relieve COO as the new franchisee of any responsibility it may have for past acts or omissions, known or unknown, including any liability for any and all previously accrued but unfulfilled obligations of the Franchisee to the City under the Franchise Documents and applicable law, for all purposes, including but not limited to review of past performance for purposes of determining whether the Franchise should be renewed. Neither consummation of the Proposed Transaction nor this Transfer Agreement shall modify the rights of the Companies and/or the City under or related to the Franchise Documents as compared to the rights that could have been exercised by the Franchisee and/or the City had the Proposed Transaction not occurred. This Agreement shall have no effect on the rights of the City to ensure compliance, or cure of non-compliance, by Franchisee or COO as the new franchisee under the Franchise Documents, and the Companies and Comcast shall not raise a claim to the contrary. Transfer Agreement — Charter to Comcast Page 2 2.3 The City agrees that this Agreement is without prejudice to or waiver of the Franchisee's or COO's rights to defend any claim of default or non-compliance with the Franchise Documents on the basis that such default or non-compliance has not occurred, or has been cured or from raising any other defense. 3. ADDITIONAL CONDITIONS 3.1 In the event the Proposed Transaction described in the Transfer Application does not close by June 30, 2015, or closes on terms that are in any material respect different from the terms disclosed to the City in writing, then any City consent to the Transfer Application shall be voidable by the City and of no force or effect if so voided, and the Transfer Application shall be deemed to have been timely denied if so voided. 3.2 The Companies, COO, and Comcast waive any and all claims that they may have that any denial of the Transfer Application that may result from Subsection 3.1 fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to the time limits set forth in 47 USC § 537, as amended, or 47 CFR § 76.502(a), and agree that they shall be deemed to have agreed to an extension of time for the City to act on the Transfer Application within the meaning of 47 CFR § 76.502(c) as required to make any denial effective. 4. ADDITIONAL AGREEMENTS OF THE PARTIES 4.1 The City reserves all rights not expressly granted in this Agreement. In particular and without limitation: 4.1.1 Neither this Agreement, nor any other action or omission by the City at or before the execution of this Agreement, shall be construed to grant the City's consent to any future transfer of the Franchise, and/or change in ownership and/or control of the Franchisee, or to mean that the City's consent to any such future transfer is not required. 4.1.2 The City's consent to the Transfer Application shall not constitute a waiver or release of any of the City's rights or claims with respect to Franchisee's compliance (or non-compliance) with the terms, conditions, requirements and obligations set forth in the Franchise Documents, whether arising before or after the date of the Transfer Resolution or consummation of the Proposed Transaction. The City's approval of the Transfer Application shall in no way be deemed an agreement or concession by the City that Franchisee is in compliance with all of its obligations under the Franchise Documents. 4.1.3 The City, in collaboration with the City of Richland (collectively "Cities'), has been engaged in a franchise renewal process with the Franchisee pursuant to 47 USC 546 (a) — (h). On July 31, 2013, the Cities proceeded with the Cable Act's formal renewal process and issued an RFRP. On December 30, 2013, the Franchisee submitted a formal renewal proposal in response to the RFRP issued by the Cities ("Renewal Proposal'). In order to permit further time for informal renewal negotiations, the parties entered into an agreement tolling the formal renewal process, which expires on September 30, 2015. 4.1.4 Comcast and COO shall not contend that the City is barred, by reason of its consent to the Transfer Application, from considering or raising any claim based on Franchisee's past or present failure to comply with any term or condition of the Franchise Documents or applicable law, including, without limitation, any unpaid franchise fees lawfully due the City from Franchisee, any known and unresolved consumer complaints, and any construction, Transfer Agreement — Charter to Comcast Page 3 security or facility requirements of the Franchise Documents that are unsatisfied, and regardless whether any such claim arose before or after the date of the Transfer Resolution or consummation of the Proposed Transaction. 4.1.5 Comcast and COO agree to assume all risks associated with any future non- renewal or non -extension or other potential termination of the Franchise, and further agree that they will not raise any claim or defense that they are entitled to renewal or protected from revocation by the City's approval of the Proposed Transaction. 4.1.6 Except as otherwise expressly provided for herein, this section 4 is without prejudice to the Companies' and Comcast's rights to defend any claim of default or non- compliance with the Franchise Documents on the basis that such default or non-compliance did not occur, or has been cured, or from raising any other defense. 5. RATES 5.1 Comcast and COO further agree that neither the Proposed Transaction, the Transfer Application consent process, the City's Resolution granting conditional consent to the Proposed Transaction, nor this Transfer Agreement, standing on its own or collectively, provides any basis for increasing the amounts paid by subscribers through cost pass-through as so-called "external costs" or as new franchise requirements, and neither the City's consent process nor the City Council resolution granting conditional consent, standing on its own or collectively, provides any basis for increasing the amounts paid by subscribers in any manner. 6. REPRESENTATIONS AND WARRANTIES 6.1 The Companies, Comcast, and COO acknowledge the City's representation that its consent to the Transfer Application is made in reliance upon the representations, documents, and information provided by the Companies and Comcast in connection with the Transfer Application and supplemental information thereto. 6.2 Comcast, COO, and the City represent and warrant that the Proposed Transaction is not based on any representation by the City (other than as provided by federal and state law) that the Franchise will be renewed or extended; that Comcast and COO assume all risks associated with any future non -renewal or non -extension of the Franchise; and that the Companies and Comcast and COO retain all rights, claims, and defenses they or their predecessors may have regarding the operation of the cable system under applicable law, including under 47 USC § 546. 6.3 Comcast represents and warrants that the Proposed Transaction will not in any respect adversely affect COO's ability to meet the lawful and valid requirements of the Franchise Documents. 6.4 Comcast and COO agree they will not file a request under Section 625 of the Cable Act with the City seeking modification of any existing franchise requirements as a result of any increase in debt service, debt service coverage or equity requirements incurred in connection with the Proposed Transaction. Transfer Agreement — Charter to Comcast Page 4 6.5 The Companies, Comcast, and COO acknowledge that the City has not undertaken a franchise compliance audit as a part of its review of the Transfer Application and that there may be issues related to Franchisee's possible non-compliance with the Franchise Documents that are not known to the City at this time. Pursuant to Section 2.1 of this Agreement, Comcast, COO, and the Companies agree that COO as the new franchisee shall be bound by and liable for all the commitments, duties, and obligations, past, present, continuing and future, of Franchisee embodied in the Franchise Documents, to the maximum extent permissible by law, and that the City's action to approve the Transfer Application shall not be interpreted as, or deemed to be, a waiver of the City's rights to enforce the Franchise Documents, regardless whether any claim by the City relating to any failure by Franchisee to comply with the Franchise Documents arose before or after the date of this Agreement. 7. INDEMNIFICATION 7.1 The Companies agree to indemnify and hold the City harmless against any loss, claim, damage liability or expense (including, without limitation, reasonable attorneys' fees) proximately caused by any representation or warranty made by the Companies herein which proves to be untrue or inaccurate in any material respect. 7.2 Comcast and COO agree to indemnify and hold the City harmless against any loss, claim, damage liability or expense (including, without limitation, reasonable attorneys' fees) proximately caused by any representation or warranty made by Comcast or COO herein which proves to be untrue or inaccurate in any material respect. 8. BREACHES 8.1 Any breach of this Transfer Agreement shall be deemed a breach of the Franchise Documents. 9. MISCELLANEOUS PROVISIONS 9.1 Effective Date: This Agreement shall be effective and binding upon the parties upon closing of the Proposed Transaction. 9.2 Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein. No statements, promises or inducements inconsistent with this Agreement made by any party shall be valid or binding, unless in writing and executed by all parties. This Agreement may only be modified by written amendments hereto signed by all parties. 9.3 Binding Acceptance: Any purported assignment of this Agreement or the rights or privileges of any party hereunder is void without the express written consent of the signatories hereto. Subject to the foregoing, this Agreement shall bind and benefit the parties hereto and their respective and permitted heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Transfer Agreement — Charter to Comcast Page 5 9.4 Voluntary Agreement: This Agreement is freely and voluntarily agreed to 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 Agreement. Neither the Companies nor Comcast, nor any of their affiliates, nor the City, will take any action to challenge any provision of this Agreement; nor will any of them participate with any other person or entity in such action. 9.5 Drafting: This Agreement is a product of common negotiation among the parties and shall not be construed against any party on grounds relating to drafting, revision, review or recommendation by any agent or representative of such party. 9.6 Counterparts: This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterparts. 9.7 Governing Law: This Agreement shall be governed in all respects by the law of the State of Washington. 9.8 Captions and References: The captions and headings of sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Transfer Agreement as of the day and year first above written. APPROVED: City of Pasco ave Zab 1 anager AT EST A _",I 40 6 1�7- D to ark, City Clerk APPRAPPR` `y�S TO FORM Leland Kerr, City Attorney Falcon Video Communications, L.P Charter Communications, Inc. COO Transfers, LLC. Title: Comcast Corporation Transfer Agreement — Charter to Comcast Page 6 TRANSFER AGREEMENT This Agreement is made this day of /vim 2014, by and among: I.I.I. City of Pasco, Washington, a Municipal Corporation ("City"); 1.1.2. Falcon Video Communications, L.P. ("Franchisee"); 1.1.3. Charter Communications, Inc. ("Charter"); 1.1.4 rCOO Transfers, LLC "COO"), as used herein refers to the entity as owned by Comcast Corporation after the closing of the Transaction; 1.1.5. Comcast Corporation ("Comcast"); and 1.1.6. Franchisee and Charter maybe referred to collectively herein as "Companies." C.co Fid deoT,4.,j" o, u -t_ RECITALS WHEREAS, Franchisee currently operates a cable system under the terms and conditions of a cable franchise (the "Franchise Agreement") granted by the City pursuant to Ordinance 330�1 as lawfully amended from time to time in accordance within the provisions in such documents (collectively, the "Franchise Documents") and applicable law; and WHEREAS, Charter is the ultimate parent company of Franchisee; and WHEREAS, pursuant to a multi -step transaction (the "Proposed Transaction") described in the Comcast/Charter Transaction Agreement dated as of April 25, 2014, between Charter and Comcast (the "Transaction Agreement"), the cable television system located within the City ("System") currently operated by the Franchisee will become owned by a wholly-owned subsidiary of Comcast; and WHEREAS, if consummated, the Proposed Transaction will result in a merger under which Franchisee will become COO through an internal Charter restructuring and immediately thereafter COO will become a wholly owned subsidiary of Comcast (the "Transaction"); and WHEREAS, the Franchise Documents provide that prior approval of the City is required for a transfer of the System; and WHEREAS, on June 18, 2014, Charter and Comcast filed with the City an FCC Form 394 (the "Transfer Application") pursuant to the federal Cable Act and FCC regulations, and have requested that the City consent to the Proposed Transaction in accordance with the terms of the Franchise Documents, and all applicable federal, state, and local law; and WHEREAS, the City and Franchisee have been engaged in an extended franchise renewal process that is not yet complete; and WHEREAS, the City and Franchisee have agreed to extend the term of the Franchise to September 30, 2015; and WHEREAS, the Companies and Comcast have agreed that, following the completion of the Proposed Transaction, COO will continue to be bound by and comply with, and be liable for any past failure by Franchisee to comply with, all of the commitments, duties and obligations under the Franchise Documents and all applicable federal, state and local laws, to the maximum extent required by law; and WHEREAS, Comcast has agreed to guaranty the performance of COO as the new franchisee under the Franchise; and NOW, THEREFORE, in consideration of the City's consent to the Transfer, and subject to the terms and conditions of this Agreement and of the City's Resolution granting consent to the Transfer, THE PARTIES DO HEREBY AGREE as follows: 1. TRANSFER OF THE FRANCHISE 1.1 The City's consent to the Transfer Application and the transfer of control of the Franchise in connection with the Proposed Transaction, through the adoption of the Transfer Resolution in substantially the form attached hereto (the "Transfer Resolution"), is a condition precedent to this Transfer Agreement becoming effective. This Transfer Agreement will be voidable if the Proposed Transaction is not consummated by June 30, 2015, or if the City Council does not consent to the Transfer Application and the transfer of control of the Franchise by adopting the Transfer Resolution. 2. AFFIRMATION OF FRANCHISE OBLIGATIONS 2.1 Comcast and COO hereby accept, acknowledge and agree that, after consummation of the Proposed Transaction, COO as the new franchisee will be bound by and responsible for all the commitments, duties, and obligations, past, present, continuing and future, embodied in the Franchise Documents, whether those commitments, duties or obligations arose before or after the date of consummation of the Proposed Transaction or the date that the City Council adopts the Transfer Resolution, to the maximum extent permitted by law, and that neither consummation of the Proposed Transaction nor the City's approval of the Transfer Application will have any effect on these obligations. 2.2 Comcast and COO agree that neither consummation of the Proposed Transaction nor the City's approval of the Transfer Application shall in any respect relieve COO as the new franchisee of any responsibility it may have for past acts or omissions, known or unknown, including any liability for any and all previously accrued but unfulfilled obligations of the Franchisee to the City under the Franchise Documents and applicable law, for all purposes, including but not limited to review of past performance for purposes of determining whether the Franchise should be renewed. Neither consummation of the Proposed Transaction nor this Transfer Agreement shall modify the rights of the Companies and/or the City under or related to the Franchise Documents as compared to the rights that could have been exercised by the Franchisee and/or the City had the Proposed Transaction not occurred. This Agreement shall have no effect on the rights of the City to ensure compliance, or cure of non-compliance, by Franchisee or COO as the new franchisee under the Franchise Documents, and the Companies and Comcast shall not raise a claim to the contrary. Transfer Agreement — Charter to Comcast Page 2 2.3 The City agrees that this Agreement is without prejudice to or waiver of the Franchisee's or COO's rights to defend any claim of default or non-compliance with the Franchise Documents on the basis that such default or non-compliance has not occurred, or has been cured or from raising any other defense. 3. ADDITIONAL CONDITIONS 3.1 In the event the Proposed Transaction described in the Transfer Application does not close by June 30, 2015, or closes on terms that are in any material respect different from the terms disclosed to the City in writing, then any City consent to the Transfer Application shall be voidable by the City and of no force or effect if so voided, and the Transfer Application shall be deemed to have been timely denied if so voided. 3.2 The Companies, COO, and Comcast waive any and all claims that they may have that any denial of the Transfer Application that may result from Subsection 3.1 fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to the time limits set forth in 47 USC § 537, as amended, or 47 CFR § 76.502(a), and agree that they shall be deemed to have agreed to an extension of time for the City to act on the Transfer Application within the meaning of 47 CFR § 76.502(c) as required to make any denial effective. 4. ADDITIONAL AGREEMENTS OF THE PARTIES 4.1 The City reserves all rights not expressly granted in this Agreement. In particular and without limitation: 4. 1.1 Neither this Agreement, nor any other action or omission by the City at or before the execution of this Agreement, shall be construed to grant the City's consent to any future transfer of the Franchise, and/or change in ownership and/or control of the Franchisee, or to mean that the City's consent to any such future transfer is not required. 4.1.2 The City's consent to the Transfer Application shall not constitute a waiver or release of any of the City's rights or claims with respect to Franchisee's compliance (or non-compliance) with the terms, conditions, requirements and obligations set forth in the Franchise Documents, whether arising before or after the date of the Transfer Resolution or consummation of the Proposed Transaction. The City's approval of the Transfer Application shall in no way be deemed an agreement or concession by the City that Franchisee is in compliance with all of its obligations under the Franchise Documents. 4.1.3 The City, in collaboration with the City of Richland (collectively "Cities'), has been engaged in a franchise renewal process with the Franchisee pursuant to 47 USC 546 (a) — (h). On July 31, 2013, the Cities proceeded with the Cable Act's formal renewal process and issued an RFRP. On December 30, 2013, the Franchisee submitted a formal renewal proposal in response to the RFRP issued by the Cities ("Renewal Proposal"). In order to permit further time for informal renewal negotiations, the parties entered into an agreement tolling the formal renewal process, which expires on September 30, 2015. 4.1.4 Comcast and COO shall not contend that the City is barred, by reason of its consent to the Transfer Application, from considering or raising any claim based on Franchisee's past or present failure to comply with any term or condition of the Franchise Documents or applicable law, including, without limitation, any unpaid franchise fees lawfully due the City from Franchisee, any known and unresolved consumer complaints, and any construction, Transfer Agreement — Charter to Comcast Page 3 security or facility requirements of the Franchise Documents that are unsatisfied, and regardless whether any such claim arose before or after the date of the Transfer Resolution or consummation of the Proposed Transaction. 4.1.5 Comcast and COO agree to assume all risks associated with any future non- renewal or non -extension or other potential termination of the Franchise, and further agree that they will not raise any claim or defense that they are entitled to renewal or protected from revocation by the City's approval of the Proposed Transaction. 4.1.6 Except as otherwise expressly provided for herein, this section 4 is without prejudice to the Companies' and Comeast's rights to defend any claim of default or non- compliance with the Franchise Documents on the basis that such default or non-compliance did not occur, or has been cured, or from raising any other defense. 5. RATES 5.1 Comcast and COO further agree that neither the Proposed Transaction, the Transfer Application consent process, the City's Resolution granting conditional consent to the Proposed Transaction, nor this Transfer Agreement, standing on its own or collectively, provides any basis for increasing the amounts paid by subscribers through cost pass-through as so-called "external costs" or as new franchise requirements, and neither the City's consent process nor the City Council resolution granting conditional consent, standing on its own or collectively, provides any basis for increasing the amounts paid by subscribers in any manner. 6. REPRESENTATIONS AND WARRANTIES 6.1 The Companies, Comcast, and COO acknowledge the City's representation that its consent to the Transfer Application is made in reliance upon the representations, documents, and information provided by the Companies and Comcast in connection with the Transfer Application and supplemental information thereto. 6.2 Comcast, COO, and the City represent and warrant that the Proposed Transaction is not based on any representation by the City (other than as provided by federal and state law) that the Franchise will be renewed or extended; that Comcast and COO assume all risks associated with any future non -renewal or non -extension of the Franchise; and that the Companies and Comcast and COO retain all rights, claims, and defenses they or their predecessors may have regarding the operation of the cable system under applicable law, including under 47 USC § 546. 6.3 Comcast represents and warrants that the Proposed Transaction will not in any respect adversely affect COO's ability to meet the lawful and valid requirements of the Franchise Documents. 6.4 Comcast and COO agree they will not file a request under Section 625 of the Cable Act with the City seeking modification of any existing franchise requirements as a result of any increase in debt service, debt service coverage or equity requirements incurred in connection with the Proposed Transaction. Transfer Agreement — Charter to Comcast Page 4 6.5 The Companies, Comcast, and COO acknowledge that the City has not undertaken a franchise compliance audit as a part of its review of the Transfer Application and that there may be issues related to Franchisee's possible non-compliance with the Franchise Documents that are not known to the City at this time. Pursuant to Section 2.1 of this Agreement, Comcast, COO, and the Companies agree that COO as the new franchisee shall be bound by and liable for all the commitments, duties, and obligations, past, present, continuing and future, of Franchisee embodied in the Franchise Documents, to the maximum extent permissible by law, and that the City's action to approve the Transfer Application shall not be interpreted as, or deemed to be, a waiver of the City's rights to enforce the Franchise Documents, regardless whether any claim by the City relating to any failure by Franchisee to comply with the Franchise Documents arose before or after the date of this Agreement. INDEMNIFICATION 7.1 The Companies agree to indemnify and hold the City harmless against any loss, claim, damage liability or expense (including, without limitation, reasonable attorneys' fees) proximately caused by any representation or warranty made by the Companies herein which proves to be untrue or inaccurate in any material respect. 7.2 Comcast and COO agree to indemnify and hold the City harmless against any loss, claim, damage liability or expense (including, without limitation, reasonable attorneys' fees) proximately caused by any representation or warranty made by Comcast or COO herein which proves to be untrue or inaccurate in any material respect. 8. BREACHES 8.1 Any breach of this Transfer Agreement shall be deemed a breach of the Franchise Documents. 9. MISCELLANEOUS PROVISIONS 9.1 Effective Date: This Agreement shall be effective and binding upon the parties upon closing of the Proposed Transaction. 9.2 Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein. No statements, promises or inducements inconsistent with this Agreement made by any party shall be valid or binding, unless in writing and executed by all parties. This Agreement may only be modified by written amendments hereto signed by all parties. 9.3 Binding Acceptance: Any purported assignment of this Agreement or the rights or privileges of any party hereunder is void without the express written consent of the signatories hereto. Subject to the foregoing, this Agreement shall bind and benefit the parties hereto and their respective and permitted heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Transfer Agreement — Charter to Comcast Page 5 9.4 Voluntary Agreement: This Agreement is freely and voluntarily agreed to 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 Agreement. Neither the Companies nor Comcast, nor any of their affiliates, nor the City, will take any action to challenge any provision of this Agreement; nor will any of them participate with any other person or entity in such action. 9.5 Drafting: This Agreement is a product of common negotiation among the parties and shall not be construed against any party on grounds relating to drafting, revision, review or recommendation by any agent or representative of such party. 9.6 Counterparts: This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterparts. 9.7 Governing Law: This Agreement shall be governed in all respects by the law of the State of Washington. 9.8 Captions and References: The captions and headings of sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. ^ , I die! aC�/o.1 arf "Coo R/l Pc`"P16.i[ei hc�MJ .. �asul��M 6��`cl�e+ir.�"'� nd-v 4 CCu #dI T-1 4-9 IN WITNESS WHEREOF, the parties hereto have executed this Transfer Agreement as of the day and year first above written. APPROVED: City of Pasco G ave Zab 1 anager A EST D to ark, City Clerk APPR— `y�S TO FORM Leland Kerr, City Attorney Falcon Video Communications, LY Title: V t� fit S 0 6 IF) Charter Communications, Inc. Title: 16 E v(�5l 0 6 % C 1101&(j 71II Cpo,Transfer,� LLC. Title: V 1 LliE� p&d7" T Z Comcast Corporation Title: Transfer Agreement — Charter to Comcast senior Vice, h asiCleat Page 6