HomeMy WebLinkAboutResolution #5491 - cable television franchise agreement RESOLUTION NO. 5491
A RESOLUTION APPROVING THE CABLE TELEVISION FRANCHISE
AGREEMENT BETWEEN THE CITY OF CANTON AND COMCAST OF
ILLINOIS/INDIANA/OHIO,LLC. AND DIRECTING THE MAYOR, OR HIS
DESIGNEE TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF
THE CITY OF CANTON, ILLINOIS
WHEREAS, the City of Canton and Comcast of Illinois/Indiana/Ohio, LLC. .
("Comcast"), pursuant to the Cable Act of 1992 and the Telecommunications Act of 1996, 47
U.S.C. § 546 et seq., have previously determined it is in the best interest of the citizens of
Canton to grant Comcast a franchise agreement for the City of Canton; and
WHEREAS, the City has determined that it is necessary and in the best interests of the
citizens on Canton to enter into a renewal of said franchise agreement with Comcast,
substantially in the form attached hereto as "Exhibit A," which is hereby fully incorporated
herein; and
WHEREAS, pursuant to 47 U.S.C. § 546(h), the City has afforded the public adequate
notice and opportunity to comment,prior to authorizing said renewal.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CANTON, Fulton County, Illinois as follows:
1. That the Franchise Agreement, substantially in the form at hereto as "Exhibit A"
is hereby APPROVED;
2. That the Mayor, or his designee, and the City Clerk are hereby authorized and
directed to execute the same on behalf of the City of Canton;
3. That this Resolution shall be in full force and effect 'immediately upon its passage by
the City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this
15th day of October, 2024 upon a roll call vote as follows:
AYES: Alderpersons Chamberlin, Grimm,Nelson, Lovell, Gossett, Ketcham
NAYS:None
ABSENT: Alderpersons Hale, Lingenfelter
A ROVED:
&At
ent A. McDovk11,Ddayor
AT ST:
drea J. Smith-Walters, City Clerk
CABLE TELEVISION FRANCHISE
AGREEMENT BY AND BETWEEN
The
CITY OF CANTON, IL.
And
COMCAST OF ILLINOIS/INDIANA/OHIO,
LLC
This Franchise Agreement (hereinafter, the "Agreement" or "Franchise Agreement") is
made between the City of Canton, Illinois (hereinafter, the "City") and Comcast of
Illinois/Indiana/Ohio, LLC, (hereinafter, "Grantee") this 19th day of October, 2024 (the
"Effective Date").
The City, 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
Agreement with the Grantee for the construction, operation and maintenance of a Cable
System on the terms and conditions set forth herein.
This Agreement is entered into by and between the parties under the authority 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 and superseded.
SECTION 1: Definition of Terms
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
in such Cable System; or who otherwise controls or is responsible for, through any
arrangement, the management and operation of such a Cable System.
"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 re-
transmit 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 which is used in a Cable System and which is capable of delivering a television
channel as a television channel is defined by the Federal Communications Commission by
regulation.
"Customer" or "Subscriber" means a Person who lawfully receives and pays for Cable
Service with the Grantee's express permission.
"FCC" means the Federal Communications Commission or successor governmental
entity thereto.
"Franchise" means the initial authorization, or renewal thereof, issued by the City,
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" or"Agreement" shall mean this Agreement and any amendments
or modifications hereto.
"Franchise Area" means the present legal boundaries of the City as of the Effective Date,
and shall also include any additions thereto, by annexation or other legal means as provided in
this Agreement.
"Grantee" shall mean Comcast of Illinois/Indiana/Ohio,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. Cable Service revenue includes
monthly Basic Cable Service, cable programming service regardless of Service Tier, premium
and pay-per-view video fees, advertising and home shopping revenue, installation fees and
equipment rental fees. Gross revenues shall also include such other revenue sources from Cable
Service delivered over the Cable System as may now exist or hereafter develop, provided that
such revenues, fees, receipts, or charges may be lawfully included in the gross revenue base for
purposes of computing the City's permissible franchise fee under the Cable Act, as amended
from time to time. Gross Revenue shall not include refundable deposits, bad debt, investment
income, programming launch support payments, third party advertising sales commissions and
agency fees, nor any taxes, fees or assessments imposed or assessed by any governmental
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authority. Gross Revenues shall include amounts collected from Subscribers for Franchise Fees
pursuant to City of Dallas, Texas v. F.C.C., 118 F.3d 393 (51h 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 Rcd. 18192 (2001), and In re: Texas Coalition of
Cities for Utility Issues v. FCC, 324 F.3d 802 (5th Cir. 2003).
"Initial Franchise Service Area" means that portion of the Franchise Area served by the
Grantee's Cable System as of the Effective Date of this Franchise Agreement.
"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 shall not
mean the City.
"Public Way" shall mean, pursuant and in addition to the City's Right of Way Ordinance,
Title 4, Chapter 5 ("Construction of Utility Facilities in the Rights of Way"), Title 8, Chapter 3
("Excavating Permits"), and Title 8, Chapter 4 ("Streets, Sidewalks, Public Grounds") of the
City's Municipal Code, the surface of, and the space above and below, any street, alley, other
land or waterway, dedicated or commonly used for pedestrian or vehicular traffic or other similar
purposes, including, but not limited to, public utility easements and other easements dedicated
for compatible uses, now or hereafter held by the City in the Franchise Area, to the extent that
the City has the right and authority to authorize, regulate, or permit the location of facilities other
than those of the City. Public Way shall not include any real or personal City property that is not
specifically described in this definition and shall not include City buildings, fixtures, and other
structures and improvements, regardless of whether they are situated in the Public Way.
"Standard Installation" means those installations to Subscribers that are located up to one
hundred twenty-five (125) feet from the existing distribution system (Cable System).
"City" means the City of Canton, Illinois, an Illinois municipal corporation, or the lawful
successor, transferee, designee, or assignee thereof.
"Video Programming" or "Programming" means programming provided by, or generally
considered comparable to programming provided by, a television broadcast station.
SECTION 2: Grant of Authority
2.1. Pursuant to Section 621(a) of the Cable Act, 47 U.S.C. § 541 (a), and 65 ILCS
5/11-42-11(a) of the Illinois Municipal Code, and Ordinance No. approving and
authorizing the execution of this Agreement, the City hereby grants to the Grantee a
nonexclusive Franchise authorizing the Grantee to construct and operate a Cable System in the
Public Ways within the Franchise Area, and for that purpose to erect, install, construct, repair,
replace, reconstruct, maintain, or retain in any Public Way such poles, 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 lawfully allowed.
2.2. Term of Franchise. The term of the Franchise granted hereunder shall be ten (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. From and after
the Effective Date 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.
2.3. Renewal. Any renewal of this Franchise shall be governed by and comply with
applicable law.
2.4. Police Powers. Nothing in this Franchise Agreement shall be construed as an
abrogation by the City of any of its police powers to adopt and enforce generally applicable
ordinances deemed necessary for the health, safety, and welfare of the public, and the Grantee
shall comply with all generally applicable laws and ordinances enacted by the City pursuant to
such police power.
2.5. Reservation of Authority. Nothing in this Franchise Agreement shall (A)
abrogate the right of the City 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
promulgated by the City, or (C) be construed as a waiver or release of the rights of the City in
and to the Public Ways.
2.6. Competitive E uq itv_.
2.6.1. In the event the City 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 ILCS 5/11-42-11.
2.6.2. In the event an application for a new cable television franchise or other
similar authorization is filed with the City proposing to serve the Franchise Area, in whole or in
part, the City shall to the extent permitted by law promptly notify the Grantee, or require the
Grantee to be notified, and include a copy of such application.
2.6.3. Provided that appropriate vehicle safety markings have been deployed,
Grantee's vehicles shall be exempt from parking restrictions of the City while used in the course
of installation, repair and maintenance work on the Cable System.
SECTION 3: Construction and Maintenance of the Cable System
3.1. Except as may be otherwise provided in this Franchise Agreement, Grantee shall
comply with all generally applicable federal, state, and local laws, regulations, rules, and
ordinances and all generally applicable provisions of the Municipal Code of the City of Canton (also
known as the"Canton Municipal Code") as may be amended from time to time.
3.2. Aerial and Underground Construction. At the time of Cable System construction,
if all of the transmission and distribution facilities of all of the respective public or municipal
utilities in any area of the Franchise Area are underground, the Grantee shall place 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 new subdivision, all
transmission and distribution facilities will be placed underground as long as all other users of the
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right of way are required to go underground. In any region(s) of the Franchise Area where the
transmission or distribution facilities of the respective public or municipal utilities are both aerial
and underground, the Grantee shall have the discretion to construct, operate, and maintain all of
its transmission and distribution facilities or any part thereof, aerially or underground. Nothing
in this Section shall be construed to require the Grantee to construct, operate, or maintain
underground any ground-mounted appurtenances such as customer taps, line extenders, system
passive devices, amplifiers, power supplies, pedestals, or other related equipment. Nothing in this
Section prohibits the City from forcing a relocation of all users of the Public Way to aerial or
underground, subject to the provisions of Section 3.3.
3.3. Undergrounding and Beautification Projects.
3.3.1. In the event the City requires users of the Public Way who operate aerial
facilities to relocate such aerial facilities underground, Grantee shall participate in the planning
for relocation of its aerial facilities underground, if any, contemporaneously with such users.
Grantee shall be reimbursed its relocation costs from public funds allocated for the project to the
same extent as such funds are made available to other users of the Public Way, if any, provided
that any utility's exercise of authority granted under its tariff to charge consumers for the said
utility's cost of the project that are not reimbursed by the City shall not be considered to be
public or private funds. In the event all other users of the Public Way willingly relocate
underground without the requirement to relocate, then Grantee shall relocate underground.
Grantee shall be reimbursed its relocation expenses from public funds to the extent designated by
the public entity and in the same manner as reimbursed to other users of the Public Way.
3.3.2. The Grantee shall not be required to relocate its facilities unless it has
been afforded at least sixty (60) days' notice of the necessity to relocate its facilities. Upon
adequate notice 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
the Grantee'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 it has
received payment for the relocation work. In the event of an emergency, the City may require
relocation within a shorter notice period, if necessary, for the protection of the public or for
traffic purposes in the Public Way.
SECTION 4: Service Obliiations
4.1. Initial Service Obli ations. As of the Effective Date of this Agreement, Grantee's
Cable System has been designed to provide, and is capable of providing, Cable Service to
residential Customers throughout the Initial Franchise Service Area. The Grantee shall continue
to make Cable Service available in the Initial Service Area throughout the term of this
Agreement and Grantee shall extend its Cable System and provide service consistent with the
provisions of this Franchise Agreement.
4.2. General Service Obligation. The Grantee shall make Cable Service available
beyond the Initial Franchise Service Area to every residential dwelling unit within the Franchise
Area where the minimum density is at least thirty (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, Grantee shall offer Cable Service to all new homes or
previously unserved homes located within one hundred twenty-five (125) feet of the Grantee's
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distribution cable (e.g., a Standard Installation).
4.2.L The Grantee may elect to provide Cable Service to areas not meeting the
above density and distance standards. 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 plus a reasonable rate of return.
4.3. Programming_ The Grantee agrees to provide cable programming services in the
following broad categories:
Children General Entertainment Family Oriented
Ethnic/Minority Sports Weather
Educational Arts, Culture and Performing Arts News & Information
Pursuant and subject to federal law, all Video Programming decisions, excluding PEG Access
Programming, are at the sole discretion of the Grantee.
4.4. 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 City in conducting inspections related to these
standards upon reasonable prior written request from the City based on a significant number
of Subscriber complaints.
4.5. Annexations and New/Planned Developments. In cases of annexation the City
shall provide the Grantee written notice of such annexation. In cases of new construction,
planned developments or property development where undergrounding or extension of the
Cable System is required (e.g., pursuant to Section 4.2), the City 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 City's Public Way. If advance
notice of such annexation, new construction, planned development or property 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 Franchise Agreement.
4.6. Service to School Buildings and Governmental Facilities.
4.6.1. The City may request that Grantee provide Cable Service and the
corresponding equipment to the location(s) specified in Attachment A and shall specify the
requested level of services and number of outlets for each location. Upon written notice to
Grantee, the City may unilaterally amend Attachment A to add or remove locations provided
any additional locations are "eligible" under 220 ILCS 5/22 501(f), including but not limited
to: (i) those eligible buildings defined by 220 ILCS 5/22-501(f); (ii) the locations specified in
Attachment A; (iii) each Illinois accredited K-12 public school, not including "home
schools," located in the Franchise Area within one hundred twenty-five (125) feet of the
Grantee's distribution cable; and (iv) each municipal building in the Franchise Area within
one hundred twenty-five (125) feet of the Grantee's distribution cable. The City shall notify
Grantee in writing whether it wishes to be invoiced at standard rates as disclosed by Grantee
for these services and equipment or to have the charges deducted from the franchise fee
payment due pursuant to this franchise. Eligible buildings shall not include buildings leased to
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non-governmental third parties or building such as storage facilities at which government
employees are not regularly stationed.
4.6.2. 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
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materials basis to be calculated on that portion of the installation that exceeds a Standard
Installation.
4.7. 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 City
become qualified and authorized to activate the EAS, the Grantee shall provide instructions on
the access and use of the EAS by the City to the City on an annual basis. The City agrees to
indemnify and hold the Grantee harmless from any damages or penalties arising out of the
negligence of the City, its employees or agents in using such system.
4.8. Customer Service Obligations. The City and Grantee acknowledge that the
customer service standards and customer privacy protections are set forth in the Cable and Video
Customer Protection Law, 220 ILCS 5/22-501 et seq. Enforcement of such requirements and
standards and the penalties for non-compliance with such standards shall be consistent with the
Cable and Video Customer Protection Law, 220 ILCS 5/22-501 et seq.
SECTION 5: Oversight and Regulation by City
5.1. Franchise Fees. The Grantee shall pay to the City a Franchise Fee in an amount
equal to five percent (5%) of annual Gross Revenues received from the operation of the Cable
System to provide Cable Service in the Franchise Area; provided, however, that Grantee shall
not be compelled to pay any higher percentage of fees than any other video service provider,
under state 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 forty-five (45) days after the
close of each calendar quarter. If mailed, the Franchise Fee shall be considered paid on the date
it is postmarked. Each Franchise 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 which remains unpaid in whole or in
part, after the date specified herein shall be delinquent. For any delinquent Franchise Fee
payments, Grantee shall make such payments including interest at the prime lending rate as
quoted by JP Morgan Chase & Company or its successor, computed from time due until paid.
Any undisputed overpayments made by the Grantee to the City shall be credited upon discovery
of such overpayment until such time when the full value of such credit has been applied to the
Franchise Fee liability otherwise accruing under this Section.
5.1.1. The Parties acknowledge that, at present, the Cable Act limits the City to
collection of a maximum permissible Franchise Fee of five percent (5%) of Gross Revenues. In
the event that a change in the Cable Act would allow the City to increase the Franchise Fee
above five percent (5%), and the City actually proposes to increase the Franchise Fee in exercise
of such authority, the City may amend the Franchise Fee percentage. Following the
determination to increase the Franchise Fee and enactment of an ordinance enabling the same,
the City shall notify the Grantee of its intent to collect the increased Franchise Fee, and Grantee
shall have a reasonable time (not to be less than ninety (90) days from receipt of notice from the
City) to effectuate any changes necessary to begin the collection of such increased Franchise
Fee. In the event that the City increases said Franchise.Fee, the Grantee shall notify its
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Subscribers of the City's decision to increase said fee prior to the implementation of
the collection of said fee from Subscribers as required by law.
5.1.2. In the event a change in state or federal law requires the City to
reduce the franchise fee percentage that may be collected, the parties agree the Grantee shall
reduce the percentage of franchise fees collected to the lower of. i) the maximum permissible
franchise fee percentage; or ii) the lowest franchise fee percentage paid by any other Cable
Operator granted a Cable Franchise by the City pursuant to the Cable Act, and Section 11-42-
11 of the Illinois Municipal Code; provided that: (a) such amendment is in compliance with
the change in state or federal law; (b)the City approves the amendment by ordinance; and (c)
the City notifies Grantee at least ninety (90) days prior to the effective date of such an
amendment.
5.1.3. Taxes Not Included. The Grantee acknowledges and agrees that the
term "Franchise Fee" does not include any tax, fee, or assessment of general applicability
(including any such tax, fee, or assessment imposed on both utilities and Cable Operators on
their services but not including a tax, fee, or assessment which is unduly discriminatory
against Cable Operators or Cable Subscribers).
5.2. Franchise Fees Subject to Audit. The City and Grantee acknowledge that the
audit standards are set forth in the Illinois Municipal Code at 65 ILCS 5/11-42-11.05
(Municipal Franchise Fee Review; Requests For Information). Any audit shall be conducted
in accordance with generally applicable auditing standards.
5.2.1. In accordance with 65 ILCS 5/11-42-11.05 (k), the City shall provide on an
annual basis, a complete list of addresses within the corporate limits of the City. If an address
is not included in the list or if no list is provided, the Grantee shall be held harmless for any
franchise fee underpayments (including penalty and interest) from situsing errors.
5.3. Proprietary Information. Notwithstanding anything to the contrary set forth
in this Agreement, the Grantee shall not be required to disclose information which it
reasonably deems to be proprietary or confidential in nature, with the exception of the
information directly related to an audit of Franchise Fees as set forth in Section 5.2. The City
agrees to treat any information disclosed by the Grantee as confidential and only to disclose it
to those employees, representatives, and agents of the City 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. Grantee may make proprietary or confidential information available
for inspection but not copying or removal by the Franchise Authority's representative. In the
event that the City has in its possession and receives a request under the Illinois Freedom of
Information Act (5 ILCS 140/1 et seq), or similar law for the disclosure of information the
Grantee has designated as confidential, trade secret or proprietary, the City shall notify
Grantee of such request and cooperate with Grantee in opposing such request. Grantee shall
indemnify and defend the City from and against any claims arising from the City's opposition
to disclosure of any information Grantee designates as proprietary or confidential.
Compliance by the City with an opinion or directive from the Illinois Public Access
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Counselor or the Illinois Attorney General under the Illinois Freedom of Information Act, 5
ILCS 140/1 et seq., or with a decision or order of a court with jurisdiction over the City, shall
not be a violation of this Section.
5.4. Books and Records. Grantee agrees to allow the City reasonable access to
all books and/ or records, which are required to be kept in accordance with federal, state and
local laws and regulations and in relation to the Cable Service provided under this
Agreement, including without limitation, those records required to be kept pursuant to FCC
regulations.
SECTION 6: Transfer of Cable System or Franchise or Control of Grantee
6.1. Neither the Grantee nor any other Person may transfer the Cable System or the
Franchise without the prior written consent of the City, which consent shall not be
unreasonably withheld or delayed.
6.2. No transfer of control of the Grantee, defined as an acquisition of fifty-one
percent (51%) or greater ownership interest in Grantee, shall take place without the prior
written consent of the City, which consent shall not be unreasonably withheld or delayed.
6.3. No consent shall be required, however, for (i) a transfer in trust, by mortgage,
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 (ii) a transfer to an entity directly
or indirectly owned or controlled by Comcast Corporation.
6.4. The Grantee, and any proposed transferee under this Section 6, shall submit a
written application to the City 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.
Within thirty (30) days after receiving a request for consent, the City 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 City has not taken final action on the Grantee's request for
consent within one hundred twenty (120) days after receiving such request, consent shall be
deemed granted. As a condition to granting of any consent, the City may require the
transferee to agree in writing to assume the obligations of the Grantee under this Franchise
Agreement.
6.5. 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 one hundred twenty (120) day period, shall be treated as a transfer of
control pursuant to 47 U.S.C. §537 and require the City's consent thereto in the manner
described in Section 6 above.
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SECTION 7: Insurance and Indemnity
7.1. Insurance. Throughout the term of this Franchise Agreement, the Grantee
shall, at its own cost and expense, maintain such insurance and provide the City certificates
of insurance in accordance with Title 4 Chapter 5 of the City of Canton Municipal Code.
7.2. Indemnification. The Grantee shall indemnify, defend and hold harmless the
City, its officers, employees, and agents (the "Indemnitees") from and against any injuries,
claims, demands, judgments, damages, losses and expenses, including reasonable attorney's
fees and costs of suit or defense (the "Indemnification Events"), arising in the course of the
Grantee constructing and operating its Cable System within the City. The Grantee's
obligation with respect to the Indemnitees shall apply to Indemnification Events which may
occur during the term of this Agreement, provided that the claim or action is initiated within
the applicable statute of limitations, notwithstanding that the claim may be made or action
filed subsequent to the termination or expiration of this Agreement. If the City elects in its
own discretion to employ additional counsel, the costs for such additional counsel for the
City shall be the responsibility of the City.
7.2.1. The Grantee shall not indemnify the City for any liabilities, damages,
costs or expense resulting from any conduct for which the City, its officers, employees and
agents may be liable under the laws of the State of Illinois.
7.2.2. Nothing herein shall be construed to limit the Grantee's duty to
indemnify the City by reference to the limits of insurance coverage described in this
Agreement. The indemnification obligation in this Agreement is not limited in any way
by a limitation of the amount or type of damages or compensation payable by or for Grantee
under workers' compensation, disability or other employee benefit acts, acceptance of
insurance certificates required by this Franchise Agreement, or the terms, applicability or
limitations of any insurance held by Grantee.
SECTION 8: Public,Educational and Governmental (PEG) Access
8.1. PEG Capacity. The Grantee shall provide capacity for the City's noncommercial
Public, Educational and Governmental Access ("PEG") Programming through one Channel (the
"Channel") on the Grantee's Cable System. Unless otherwise agreed to by the City and the
Grantee to the extent required by applicable law, the Channel shall be carried on no less than the
Grantee's basic digital service tier. The City's PEG Access Programming shall be provided
consistent with Section 611 of the Cable Act, as amended from time to time.
8.2. Rules and Procedures for Use of the PEG Access Channel. The City shall be
responsible for establishing, and thereafter enforcing, rules for the non-commercial use of the
PEG Access Channel and to promote the use and viewership of the Channel.
8.3. Allocation and Use of the PEG Access Channel. The Grantee does not relinquish
its ownership of a Channel by designating it for PEG use. However, the PEG Access Channel
is, and shall be, operated by the City. The City shall adopt rules and procedures under which
Grantee may use the PEG Access Channel for the provision of Video Programming if the PEG
Access channel is not being used for its designated purpose(s) pursuant to Section 611(d) of the
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Cable Act, 47 U.S.C. §531.
8.4. Editorial Control. Grantee shall not exercise any editorial control over any use of
the PEG Access Channel except as permitted by 47 U.S.C. §531(e).
8.5. Origination Point. At such time that the City determines that it wants to establish
capacity to allow its residents who subscribe to Grantee's Cable Service to receive PEG Access
Programming originated from Schools and/or City facilities (other than those having a signal
point of origination at the time of the execution of this Agreement); or at such time that the City
determines that it wants to change or upgrade a location from which PEG Access Programming
is originated; the City will give the Grantee written notice detailing the point of origination and
the capability sought by the City. The Grantee agrees to submit a cost estimate to implement
the City's plan within a reasonable period of time. Grantee will implement any necessary
system changes within a reasonable period of time following an agreement between the parties
to reimburse Grantee for its expenditures.
8.6. PEG Signal Quality. Provided the PEG signal feed is delivered by the City 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 the
remainder of the Cable System set forth in this Agreement. The parties agree that the PEG
signal feed being used as of the execution of this Agreement complies with this Section.
8.7. Grantee Use of Unused Time. Because the City and Grantee agree that a blank
or underutilized PEG Access Channel is not in the public interest, in the event the City does not
completely program a Channel, Grantee may utilize the Channel for its own purposes. Grantee
may program unused time on the Channel subject to reclamation by the City upon no less than
sixty (60) days' notice. Except as otherwise provided herein, the programming of the PEG
Access Channel with text messaging, or playback of previously aired programming shall not
constitute unused time. Text messaging containing out of date or expired information for a
period of thirty (30) days shall be considered unused time. A programming schedule that
contains playback of previously aired programming that has not been updated for a period of
ninety (90) days shall be considered unused time. Unused time shall be considered to be a
period of time, in excess of six (6) hours, where no community produced programming of any
kind can be viewed on a PEG Access Channel. Unused time shall not include periods of time
where programming cannot be viewed that are caused by technical difficulties, transition of
broadcast media, signal testing, replacement or repair of equipment, or installation or relocation
of facilities. At no time shall the City's broadcasting of live and/or prior City Council or City
Council Committee meetings, or emergency public announcements (as determined by the City)
be deemed unused time, and the City shall not need to provide notice to reclaim any time in
order to broadcast said meetings or emergency announcements even if the time of the broadcast
of said meetings is in a previously unused time.
SECTION 9: Enforcement of Franchise
9.1 Notice of Violation or Default. In the event the City believes that the Grantee
has not complied with a material term of the Franchise, it shall notify the Grantee in
writing with specific details regarding the exact nature of the alleged noncompliance or
default.
9.2 Grantee's Right to Cure or Respond. The Grantee shall have thirty (30)
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days from the receipt of the City's written notice: (A) to respond to the City, contesting
the assertion of noncompliance or default; or (B) to cure such default; or (C) in the event
that, by nature of the default, such default cannot be cured within the thirty (30) day period,
initiate reasonable steps to remedy such default and notify the City of the steps being taken
and the projected date that the cure will be completed.
9.3 Enforcement. Subject to applicable federal and state law, and following
notice and an opportunity to cure and respond pursuant to the provisions of Section 9.2
above, in the event the City determines that the Grantee is in default of any material
provision of the Franchise, the City may:
9.3.1 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
9.3.2 in the case of a substantial or frequent default of a material provision of
the Franchise, declare the Franchise Agreement to be revoked in accordance with the
following:
9.3.2.1 The City shall give written notice to the Grantee of its intent to
revoke the Franchise on the basis of a pattern of noncompliance by the Grantee. The
notice shall set forth with specificity the exact nature of the noncompliance. The
Grantee shall have ninety (90) days from the receipt of such notice to object in writing
and to state its reasons for such objection. In the event the City has not received a
response from the Grantee or upon receipt of the response does not agree with the
Grantee's proposed remedy or in the event that the Grantee has not taken action to cure
the default, it may then seek termination of the Franchise at a public hearing. The City
shall cause to be served upon the Grantee, at least ten (10) days prior to such public
hearing, a written notice specifying the time and place of such hearing and stating
its intent to request termination of the Franchise.
9.3.2.2 At the designated hearing, the City shall give the Grantee an
opportunity to state its position on the matter, present evidence and question witnesses,
after which the City shall determine whether or not the Franchise shall be terminated.
The public hearing shall be on the record. A copy of the transcript shall be made
available to the Grantee at its sole expense. The decision of the City shall be in
writing and shall be delivered to the Grantee in a manner authorized by Section 9.2.
The Grantee may appeal such determination to any court with jurisdiction within thirty
(30) days after receipt of the City's decision.
9.4 Remedies Not Exclusive. In addition to the remedies set forth in this Section
9, the Grantee acknowledges the City's ability pursuant to Section 4.9 of this Franchise
Agreement to enforce the requirements and standards, and the penalties for non-
compliance with such standards, consistent with applicable federal, state, and local laws
and regulations. The City further reserves the right to enforce and/or seek remedies under
Title 4, Chapter 5 of the Canton Municipal Code ("Construction of Utility Facilities in the
Rights Of Way") or any other applicable federal, state, or local laws or regulations that
may apply as a result of the Cable Service or Cable System permitted under this
Agreement. The City may pursue all remedies available at law or in equity to enforce the
terms and conditions of this Agreement. Notwithstanding the foregoing, nothing in this
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Agreement shall be interpreted to permit the City to exercise such rights and remedies in a
manner that permits duplicative recovery from, or payments by, the Grantee. Such
remedies may be exercised from time to time and as often and in such order as may be
deemed expedient by the City.
SECTION 10: Miscellaneous Provisions
10.1 Force Majeure. The Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default (including termination, cancellation or revocation of the
Franchise), where such noncompliance or alleged defaults occurred or were caused by strike,
riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane,
tornado or other catastrophic act of nature, labor disputes, 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 for utility 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.
10.2 Notice. Any notification that requires a response or action from a party to this
franchise within a specific timeframe, or that would trigger a timeline that would affect one or
both parties' rights under this franchise, 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 as
follows:
To the City: To the Grantee:
City of Canton Comcast of Illinois/Indiana/Ohio, LLC
ATTN: Mayor ATTN: Director of Government Affairs
2 N. Main Street 2001 York Road
Canton, Illinois 61520 Oak Brook, Illinois 60523
Recognizing the widespread usage and acceptance of electronic forms of communication,
emails and faxes will be acceptable as formal notification related to the conduct of general
business amongst the parties to this contract, including but not limited to programming and
price adjustment communications. Such communication should be addressed and directed to
the person of record as specified above. Either party may change its address and addressee
for notice by notice to the other party under this Section.
10.3 Entire Agreement. This Franchise Agreement embodies the entire
understanding and agreement of the City and the Grantee with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations
and communications, whether written or oral. Except for ordinances adopted pursuant to
Sections 2.4 and 2.5 of this Agreement, all ordinances or parts of ordinances related to the
provision of Cable Service that are in conflict with or otherwise impose obligations different
from the provisions of this Franchise Agreement are superseded by this Franchise Agreement.
14
10.3.1 The City may adopt a cable television/video service provider
regulatory ordinance that complies with applicable law, provided the
provisions of any such ordinance adopted subsequent to the Effective
Date of this Franchise Agreement shall not apply to the Grantee
during the term of this Franchise Agreement.
10.4 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 shall not affect the validity of the remaining portions hereof, which other portions
shall continue in full force and effect. If any material provision of this Agreement is made or
found to be unenforceable by such a binding and final decision, either party may notify the
other in writing that the Franchise has been materially altered by the change and of the
election to begin negotiations to amend the Franchise 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.
10.5 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/or Federal
law, as applicable.
10.6 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
any other aspect of this Agreement shall be brought in the Circuit Court of the State of
Illinois, Fulton County, Illinois. Any matter brought pursuant to the jurisdiction of the
federal court shall be brought in the United States District Court of the Central District of
Illinois.
10.7 Modification. Except as provided in Sections 5.1.1 and 5.1.2, no provision of
this Franchise Agreement shall be amended or otherwise modified, in whole or in part,
except by an instrument, in writing, duly executed by the City and the Grantee, which
amendment shall be authorized on behalf of the City through the adoption of an appropriate
ordinance or resolution by the City, as required by applicable law.
10.8 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 Franchise Agreement.
10.9 No Waiver of Rights. Nothing in this Franchise Agreement shall be
construed as a waiver of any rights, substantive or procedural, Grantee may have under
Federal or state law unless such waiver is expressly stated herein.
10.10 Validity of Franchise 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 conditions of this Agreement.
15
10.11 Authority to Sign Agreement. Grantee warrants to the City that it is authorized
to execute, deliver and perform this Franchise Agreement. The individual signing this
Franchise Agreement on behalf of the Grantee warrants to the City that s/he is authorized to
execute this Franchise Agreement in the name of the Grantee.
[SIGNATURE PAGE TO FOLLOW]
16
Signature Page to Cable Television Franchise Agreement By and Between the City of
Canton and Comcast of Illinois/Indiana/Ohio,LLC, dated October 19, 2024
IN WITNESS WHEREOF, this Franchise Agreement has been executed by the duly
authorized representatives of the parties as set forth below, as of the date set forth below:
For the City of Cantony�
By: 'A'
K nt well, Its Awor
Date:
For Comcast of Illinois/Indiana/Ohio, LLC:
By:
Name:
Its:
Date:
17
HOMEFIELD
ENERGY A DYNEGY COMPANY
ELECTRIC SERVICE AGREEMENT
( EXHIBIT A—Standard Large Stable
Issued:October 16,2024
This offer is presented to CITY OF CANTON ("Customer")by ILLINOIS POWER MARKETING LLC D/B/A HOMEFIELD ENERGY
("Supplier") and represents a price for Customer's full requirement retail power ("Retail Power") needs at the service
location(s) listed in Table 2, each service location referred to as an ("Account"). Upon acceptance,this offer will become
Exhibit A of Supplier's Electric Service Agreement Terms and Conditions("Agreement'),a copy of which is attached.By signing
this Exhibit A,Customer is authorizing Supplier to enroll each Account with the Utility("Utility")noted in Table 1.
Table i
Select Term: Quote#: Delivery Term Delivery Term Power Price Voluntary REC Voluntary EFEC
Begins: Ends: (/kWh): Quantity(%): Quantity(%):
Q-02975163 December December $0.07017 N/A N/A
2024 2026
Utility: Ameren Illlnols
Regional Transmission Organization(RTO): MISO
Broker Consultant(If blank,N/A); DaCott Energy Services LTD
Power Price:Supplier will arrange for delivery of Customer's Retail Power. The Power Price noted in Table 1 includes charges
for energy, capacity, applicable Regional Transmission Operator, ancillary services and other market settlement charges,
distribution and transmission energy losses, charges associated with the purchase, acquisition and delivery of renewable
energy certificates(RECs) in accordance with the state-mandated Renewable Portfolio Standards ("RPS") requirements, if
applicable,the charge for additional voluntary RECs,or Voluntary EFECs,and scheduling and load forecasting associated with
the delivery of Customer's Retail Power.Such RPS Charge imposed on alternative retail energy suppliers("ARES")are due to
expire as of June 1,2019 pursuant to the Future Energy Jobs Bill(SB 2814),as amended. As of June 1,2019,ILLINOIS POWER
MARKETING D/B/A HOMEFIELD ENERGY will no longer charge RPS Charge.
Voluntary REC Quantity:If applicable in Table 1,the Power Price in Table 1 will include a charge associated with the Voluntary
REC Quantity requested by Customer. Retail Power shall be associated with the generation of electricity from a renewable
energy resource such that the percentage required,when added to Customer's obligation under the RPS of this Agreement,
shall equal the Voluntary REC Quantity(%)selected in Table 1.
The Partiesagree and understand a REC is separate from the Retail Power being delivered but,nonetheless,constitutes value
associated with the provision of Retail Power.It is understood and agreed that any RECs purchased and retired in accordance
with the aforesaid state mandate is not the property of Customer and Customer has no claim,interest,or right to said RECs,
or any value derived therefrom.
Voluntary EFEC Charge: If applicable in Table 1,the Power Price in Table 1 will include a charge associated with the
Voluntary EFEC Quantity requested by Customer.
Emission Free Energy Certificates:Supplier agrees to provide emission free energy supply based on Customer's specified
percentage as set forth herein. Emission free energy supply may be provided through an Emission Free Energy Certificate
("EFEC"), an Alternative Energy Certificate("AEC"), a Zero Emission Certificate("ZEC"), or any other recognized instrument
representing emission free energy, collectively a "Certificate." Each Certificate represents the environmental and fuel
diversity attributes of one megawatt-hour of electricity generated by an eligible emission free source. Certificates will be
provided in an amount equivalent to the value shown in Table 1 of the Customer's actual net usage over the term of the
Agreement. Upon written request from Customer, Supplier will provide Customer with an attestation that (a) Certificates
were generated in an amount equivalent to the percentage of Customer's actual net usage as provided herein,and(b)each
Certificate has not been previously contracted and cannot be claimed by any other customer.The Certificate may be provided
from the obligation year or an earlier vintage year.Customer shall be entitled to(i)identify, and(ii)make marketing claims
regarding the purchase of Certificates under this Agreement only after Supplier has reviewed and provided its written
consent. Notwithstanding the foregoing, Customer understands the physical output and associated electrons from the
generation source of the Certificates may not be generated on the same electric grid as the Customer's premises.
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Customer will incur additional service and delivery charges from the Utility,and Customer is solely responsible for payments
of all charges related to the delivery of electricity from the Utility.
Net Metering.Customer must enroll,and be accepted in,as applicable by state law,Utility's net metering program in order
to participate in net metering with Supplier.
The validity,interpretation and performance of this Agreement shall be governed by and performed in accordance with the
laws of the State of Illinois,together with administrative and judicial decisions construing applicable provisions of the Illinois
retail choice law,220 ILCS 5/16-101 et al,and without regard to principles of conflicts of law.
This offer is contingent on acceptance by the Utility of the enrollment of Customer with Supplier.By signing below,you
certify that 1)you are authorized on behalf of Customer to enter into this Agreement with Supplier,2)Customer has read
the Terms&Conditions of this Agreement and agrees to be bound by them,and 3)Customer authorizes Supplier to
enroll the Account(s)listed in Table 2 with the Utility which will allow Supplier to provide retail electricity.
IN WITNESS WHEREOF,subject to any of the foregoing execution conditions,the Parties have executed and delivered this
Agreement on the date last signed by the Parties.
ILLINOIS POWER MARKETIIN��G LLC D/B/A HOMEFIELD CITY OF`CA TON
ENERGY V%Gi�O�'lG{ E li'IGtD�GI/(Gs!f
By: By:
Name: IC onai 8 WIC Name: Kent A.MCDowe(1
Title: c n Gh 1 c i Title: Ma or
,r a, vcetein n=rrr-
Date: Date: -
0c I *'Signatory certifies authorization to enter in to-this Agreement.
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BILLING AND NOTICE INFORMATION
FEIN or DUNS#:
M Check here if you are a local government entity as defined by 50 ILCS 505/Local Government Prompt Payment Act.
If applicable,see Section 4 of the Terms&Conditions for below:
® Check here to receive one master invoice that includes detailed usage by Account.If blank,an Individual invoice for each Account will be issued.
Check here if you want Invoices mailed to the Service Location,Attn:Accounts Payable.Otherwise,please complete Invoice information below.
Invoices (Complete below section) Notices
Attn: Accounts Payable Attn: Mayor McDowell
Address: 2N Main St SUITE A Address: 2N Main St SUITE A
Canton Canton,IL61520-2627
IL 61520-2627
E-mail: kmcdowell@cantoncityhall.org E-mail: kmcdowell@cantoncityhall.org
Phone: (309)647-0065 Phone: (309)647-0065
Sales Contact, Notices/Inquires
Name: Heather Paul Attn: Customer Care
Address: 1500 Eastport Plaza Dr Address: 6555 Sierra Drive
Collinsville Irving_
IL 62234 TX 75039
E-mail: heather.paul@txu.com E-mail: businesscare@vistracorp.com
Phone: Phone: 888-451-3911 option-3
Upon dual execution and delivery to Supplier,this Agreement is binding. Please retain a copy for your records and send
a signed copy to Supplier.Supplier will forward all necessary documents to the Utility.
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ELECTRIC SERVICE AGREEMENT
ACCOUNT INFORMATION SHEET FOR
CITY OF CANTON AS OF 10/16/2024
TABLE 2
Utility:Ameren Illinois
Account# Bill Service Location
Group
F32
0423108078 4 Traffic Lights
0619162010 4 Traffic Lights
0779007011 17 2 N MAIN ST STATE/CITY TRFFC LTS,CANTON,IL 61520
0928015041 5 225 S 3RD AVE LITE,CANTON,IL 61520
5 0983068015 2 101 E SPRUCE ST BLDG-SHED EL/GAS SM,CANTON,IL 61520
6 1367072014 4 2 N MAIN ST STREET LIGHTING,CANTON,IL 61520
7 1793008911 4 ANDERSON PL HENRYS LIFT STA ELEC,CANTON,IL 61520
8 2004000821 5 14TH AVE &CHESTNUTST/SIREN,CANTON,IL 61520
9 2019008000 4 2 N MAIN ST STREET LIGHTING,CANTON,IL 61520
10 2058046011 15 23900 E TREATMNT PLNT RD KILROYS LIFT 2ND MTR,CANTON,IL 61520
11 2114001710 15 E WALNUT ST EASTSDE LIFT STA ELE,CANTON,IL 61520
12 2204009418 15 RR 2 IND PK LIFT STA ELEC,CANTON,IL 61520
13 2291031006 20 140 W CHERRY ST OFC SOUTH,CANTON,IL 61520
14 3204001816 2 101 E SPRUCE 5T FIRE STATION 1 ELEC,CANTON,IL 61520
15 3333031069 16 Traffic Lights
16 3487130009 12 19847 N BANNER DIKE RD COLLECTOR WELL,BANNER,IL 61520
17 3504009214 16 820 N 4TH AVE WATER TOWER ELEC,CANTON,IL 61520
18 3993008915 4 61 N Main Jones Park Elec
19 4204001913 2 101 E Spruce Fire,101 E Spruce St,Canton,IL
20 4204008523 15 City of Canton,W Locust St,Canton,IL
21 4214002911 20 350 W HICKORY ST WWTP STRM BLDG ELEC,CANTON,IL 61520
22 4404007227 18 2 N MAIN ST CITY HALL ELEC,CANTON,IL 61520
23 4504000515 6 11TH AVE 11TH AVE STAT ELEC,CANTON,IL 61520
24 5014001112 15 37 S 20TH AVE BRADLEY LFT STA ELEC,CANTON,IL 61520
25 5104008711 15 520 W LOCUST ST CITY GARAGE ELEC,CANTON,IL 61520
26 5593009518 4 27 Van Buren
27 6214002116 20 350 W HICKORY ST WWTP METER AT PONDS,CANTON,IL 61520
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28 6514000610 18 26900 N BOAT DOCK RD WELL 2 ELECTRIC,CANTON,IL 61520
29 7593008615 4 800 ANDERSON PL ANDERSON LFT STATION,CANTON,IL 61520
I
30 8104000217 5 Depot,1 Depot Rd,Canton,IL
31 8493009910 4 123 E PINE ST METERS,CANTON,IL 61520
32 8613126001 18 00 N BOAT DOCK RD BOAT DOCK LIGHTING,CANTON,IL 61520
33 8614000714 17 190 STONEGATE DR STONEGATE DR SIREN,CANTON,IL 61520
34 9414000013 18 25495 N LAKESHORE DR WATER PLANT ELEC,CANTON,IL 61520
35 9914001618 20 5 W Tamarack St,Canton,IL
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ELECTRIC SERVICE AGREEMENT Supplier may return Customer to Utility default service,
GENERAL TERMS AND CONDITIONS thereby terminating this Agreement.
4. PAYMENTS/INVOICES
This Electric Service Agreement ("Agreement") is between Supplier will issue an invoice via mail or e-mail based on
Supplier and Customer and is dated and effective as of the actual usage data provided by the Utility as soon as
date the Exhibit A is signed by both parties. To the extent practicable after the end of each Monthly Billing Cycle in
there is a conflict in the terms, interpretation or which service was provided.Each invoice will include Supplier
understanding of this AgreernenL and Exhibit A,Llre Lerms of charges set forth in this Agreement and payments shall be
Exhibit A shall supersede the terms of this Agreement. received by Supplier within fourteen (14) Calendar Days
1. ELECTRIC ENERGY SERVICES following the issue date of each invoice, the "Due Date".
Supplier shall supply and deliver to Customer and Customer Alternatively and upon mutual agreement of the Parties and
shall exclusively purchase and receive from Supplier all Retail approval by Utility, Supplier may issue an invoice that
Power as defined in Exhibit A, pursuant to the terms and includes both Supplier charges set forth in this Agreement
conditions which are described in the attached Exhibit A and and the Utility's delivery service charges,.in which case the
incorporated herein for all purposes.The Retail Power will be Due Date shall be fourteen (14) days.All payments shall be
delivered to the.interconnection between the transmission made via an electronic method or check to the account
system of the applicable transmission provider and the specified on each invoice.Should the Utility fail to provide the
Utility's ("Utility") distribution system ("Delivery Point"). customer's usage information to Supplier within five (5)
Customer's Utility will be responsible for delivery of Retail Business Days after the published meter read date,Supplier
Power to Customer's meter from the Delivery Point. The reserves the right to provide the Customer with an estimated
delivery of Retail Power over the Utility's distribution system bill to be trued up in an invoice that follows receipt of the
is subject to the terms and conditions of the Utility's tariff actual bill. Amounts not paid on or before the Due Date shall
relating to delivery and metering.Customer's Utility will send be deemed delinquent and a late payment charge equivalent
Customer a notice confirming the switch to Supplier for to one and one-half percent (1.5%) will be assessed each
electricity (the "Confirmation"). Customer shall provide month on the unpaid balance("Interest Rate"). If Customer
written notice as soon as practicable of any changes to in good faith disputes the correctness of any invoice rendered
Customer's Account and meter numbers and/or billing under this Agreement,then Customer shall 1)provide written
locations associated with Customer's delivery services. explanation of the basis of the dispute to Supplier no later
Customer is solely responsible for payments of all charges than the Due Date and 2)pay the undisputed portion of the
related to the delivery of the Retail Power from the Utility amount invoiced no later than the Due Date. If the disputed
whether billed to Supplier or Customer, and agrees to hold amount is determined to have been due by Supplier,it shall
harmless and indemnify Supplier from any liability,demand be paid to Supplier within five (5) Business Days of such
or payment for same.Customer represents and warrants it is determination,along with interest at the Interest Rate from
eligible to receive electric energy services from Supplier and and including the date such amount was due, but excluding
that it has given all required notices to the supplier currently the date paid. For purposes of this Agreement, "Business
serving Customer,if applicable. Day" shall mean any day except a Saturday, Sunday, or a
2. TERM OF AGREEMENT Federal Reserve Bank holiday,and"Calendar Day"shall mean
After Supplier and the Utility process Customer's enrollment every day including Saturday, Sunday and Federal Reserve
request, Retail Power delivery will begin for each Account Bank holidays.
with the first available meter reading date of the month Alternatively, if eligible, Customer will receive a single bill
noted under"Delivery Term Begins"in Table 1 or as soon as from the Utility that contains Supplier charges setforth in this
possible thereafter, and ends with the regularly scheduled Agreement and Utility charges. Customer will make
meter reading date for the month noted under "Delivery payments to the Utility according to the Utility's billing rules
Term Ends"in Table 1 on Exhibit A("Term").At the end of the and schedules. Failure to pay Supplier charges may result in
Term of this Agreement, Supplier will return Customer to the Account(s) being returned to the Utility's standard
Utility default service,unless a written amendment has been service and forfeiture of Customer's right to choose another
executed to renew the Term.Notwithstanding the foregoing, retail electric service provider until past due amounts are
the Term is subject to renewal pursuant to the conditions paid. Failure to pay invoice charges may result in the
under Section 3,Monthly Renewal. Account(s) being disconnected in accordance with the
3. MONTHLY RENEWAL Utility's business practices. If, due to Utility rules, any
This Agreement shall automatically continue on a monthly Account(s)become ineligible for a single bill from the Utility
basis("Renewal Term")at the rates determined by Supplier, at anytime during contract,then Supplier will issue an invoice
which may vary from month to month. If Customer has not for all ineligible Account(s).Supplier's invoice will reflect the
notified Supplier that Customer has elected to obtain Retail Power Price for Retail Power times the kWh each month for
Power-from another retail supplier,then Supplier may,in its those accounts billed by supplier, and Customer will make
sole discretion,place Customer on Renewal Term service or
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payments to Supplier in the terms described above in Customer and Customer's agents and Supplier and/or
Supplier billing. Supplier's agents shall treat as confidential all terms and
If Customer is a state government entity as defined by its conditions of this Agreement, including all information and
local government Prompt Payment Requirements Act documentation exchanged by the Parties during the
indicated in Exhibit A, then, in such event, said Act shall negotiations of this Agreement. Neither Party will disclose
control with regard to the calculation of payment due dates terms and conditions of this Agreement to any other party,
and late payment charges. All other provisions in this except as required by law. Notwithstanding the foregoing,
paragraph remain the same and are in effect. Supplier and/or Supplier's agents and Customer and/or
S. CUSTOMER INFORMATION Customer's agents shall be allowed to acknowledge that an
Customer authorizes Supplier to receive current and Agreement for Retail Power services does exist between the
historical energy billing and usage data from the Utility and Parties. At Supplier's discretion, third-party agents of
such authorization shall remain in effect unless Customer Customer may be asked to execute a confidentiality
rescinds such authorization in writing.Supplier reserves the agreement.
right to cancel this Agreement in the event that Customer 9. WARRANTY, DISCLAIMER AND LIMITATION OF
rescinds such authorization. Customer has the right to LIABILITY
request from Supplier, twice within a twelve (12) month Supplier warrants title to all Retail Power delivered
period without charge, up to twenty-four (24) months of hereunder,and sells such Retail Power to Customer free from
Customer's payment history. liens and adverse claims to the delivery point. THIS IS
6. TAXES SUPPLIER'S ONLY WARRANTY CONCERNING THE RETAIL
Except for taxes on the gross income and property of POWER PROVIDED HEREUNDER,AND IS MADE EXPRESSLY IN
Supplier, all federal, state, and municipal or other LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS,
governmental subdivision taxes, assessments, fees, use EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED
taxes, sales taxes or excise taxes, or similar taxes or fees WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
incurred by reason of Retail Powersold underthis Agreement MERCHANTABILITY OR OTHERWISE. UTILITY WILL PROVIDE
are the sole responsibility of Customer,and Customer agrees DELIVERY SERVICES UNDER THIS AGREEMENT; THEREFORE
to hold harmless and indemnify Supplier from any liability, SUPPLIER IS NOT LIABLE FOR ANY DAMAGES RESULTING
demand or payment for same. It is understood that Supplier FROM FAILURE BY THE UTILITY OR RTO.SUPPLIER DOES NOT
is responsible for all taxes applicable prior to Supplier's GUARANTEE UNINTERRUPTED SERVICE AND SHALL NOT BE
delivery to the Delivery Point, and Supplier agrees to hold LIABLE FOR ANY DAMAGES SUSTAINED BY CUSTOMER BY
harmless and indemnify Customer from any liability,demand REASON OF ANY FAILURE, ALTERATION OR INTERRUPTION
or payment for same. OF SERVICE. NEITHER PARTY SHALL BE RESPONSIBLE UNDER
7. CREDIT ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL,
Should Customer's creditworthiness or financial condition INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,
deteriorate following the date of this Agreement, Supplier INCLUDING LOSS OF PROFITS, OR OTHER BUSINESS
may request adequate financial security from Customer in a INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR
form acceptable to Supplier as determined in a commercially CONTRACT, UNDER ANY INDEMNITY PROVISION OR
reasonable manner. The failure of Customer to provide OTHERWISE,INCURRED BY THE OTHER PARTY.
adequate financial security to Supplier within ten (10) 10. FORCE MAJEURE
Business Days of a written request by Supplier shall be If a Party is prevented by Force Majeure from carrying out,in
considered an Event of Default under Section 14. For whole or part, its obligations under this Agreement (the
purposes of this Section, creditworthiness or financial "Claiming Party") and gives notice and details of the Force
condition shall be determined by Supplier in a commercially Majeure to the other Party as soon as practicable,then the
reasonable manner, based upon but not limited to, Claiming Party shall be excused from the performance of its
reasonable concern over Customer's payment pattern, obligations under this Agreement(other than the obligation
discovery of negative or derogatory public information, to make payments then due or becoming due with respect to
and/or based upon a review of Customer's most recently performance prior to the Force Majeure). The Claiming Parry
audited annual financial statements or such other documents shall remedy the Force Majeure with all reasonable dispatch.
that may be necessary to adequately determine Customer's During the period excused by Force Majeure, the non-
creditworthiness (which, if available, shall be supplied by Claiming Party shall not be required to perform its obligations
Customer upon the reasonable request of Supplier). In under this Agreement."Force Majeure"shall mean an event
addition the determination of creditworthiness or financial or circumstance which prevents the Claiming Party from
condition may include consideration of the market exposure performing its obligations or causes delay in the Claiming
assumed by Supplier relevant to the liquidation value of this Party's performance under this Agreement, which event or
Agreement under Section 14. circumstance was not anticipated as of the date this
8. CONFIDENTIALITY Agreement was agreed to,which is not within the reasonable
control of, or the result of the negligence of, the Claiming
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Party, and which, by the exercise of due diligence or use of any of the following: (a)the failure to make,when due,any
good utility practice,as defined in the applicable transmission payment required pursuant to this Agreement if such failure
tariff, the Claiming Party is unable to overcome or avoid or is not remedied within five(5)Business Days(as such term is
cause to be avoided,such as,but not limited to:acts of God, defined in Section 4 above) after written notice of such
fire,flood,earthquake,war,riots,strikes,walkouts,lockouts failure; (b) any representation or warranty made by such
and other labor disputes that affect Customer or Supplier. Party herein is false or misleading in any material respect
Force Majeure shall not be based on 1) Customer's inability when made or when deemed made or repeated; (c) the
to economically use the Retail Power purchased hereunder; failure to perform any material covenant or obligation set
or 2) Supplier's ability to sell the Retail Power at a price forth in this Agreement(except to the extent constituting a
greater than the price under this Agreement. separate Event of Default, and except for such Party's
11. CHANGE IN LAW OR REGULATORY EVENT obligations to deliver or receive where such Party has made
In the event that any change in or enactment of any rule, payments due for such failure to deliver or receive) if such
regulation, Utility operating procedure, tariff, ordinance, failure is not remedied within five(5)Business Days(as such
statute,or law affectingthe sale or transmission,distribution, term is defined in Section 4 above) after written notice by
or purchase or other obligation under this Agreement Supplier to Customer; (d) such Party (1) files a petition or
(including but not limited to any administrative ruling, otherwise commences, authorizes or acquiesces in the
interpretation, or judicial decision),or any new or increased commencement of a proceeding or cause of action under any
charges to maintain system reliability affects Supplier's costs bankruptcy,insolvency,reorganization or similar law, or has
to deliver Retail Power, as determined in Supplier's any such.petition filed or commenced against it,(2)makes an
reasonable discretion (a "Change in Law"), Supplier-shall 1) assignment or any general arrangement for the benefit of
provide written notice to Customer of the change,2)specify creditors, (3) otherwise becomes bankrupt or insolvent
the effect on price necessary to accommodate the Change in (however evidenced), or(4) has a liquidator, administrator,
Law,and 3)state the date upon which such new pricing shall receiver, trustee, conservator or similar official appointed
be effective,which date shall not be less than thirty(30)days with respect to it or any substantial portion of its property or
from the date of the written notice and shall coincide with assets as part of bankruptcy proceeding or reorganization for
the next Monthly Billing Cycle invoice that follows the thirty the benefit of creditors;(e)the failure of Customer to satisfy
(30) day period. Customer agrees that it shall be bound by the creditworthiness/collateral requirements under Section
the new pricing set forth in the written notice described in 7 of this Agreement; or (f) a Party consolidates or merges
the foregoing provision. with or into,or transfers all or substantially all of its assets to
12. ASSIGNMENT/CUSTOMER NAME CHANGE another entity and, at the time of such consolidation,
This Agreement shall be binding on each Party's successors amalgamation,merger or transfer,the resulting,surviving or
and permitted assigns. Neither Party shall assign this transferee entity fails to assume all the obligations of such
Agreement or its rights without the prior written consent of Party under this Agreement, or the resulting, surviving or
the other Party, which consent shall not be unreasonably transferee entity does not satisfy the creditworthiness
withheld;provided,however,1)Supplier may assign its rights requirements/collateral requirement set forth in Section 7 of
and obligations under this Agreement to an affiliate without this Agreement(each,an"Event of Default").
consent of the Customer, or 2) the assigning party Suspension and Early Termination: If an Event of Default
("Assignor") shall be released from all liability under this occurs,the non-defaulting Party("the Non-Defaulting Party")
Agreement if assignee agrees in writing to be bound by the may, at its option and in its sole discretion, 1) suspend its
terms and conditions and assumes the liability of Assignor performance under this Agreement, or 2) terminate this
under this Agreement. Agreement ("Early Termination"), at which Early
If Customer undergoes a change of legal name during any Termination,the Non-Defaulting Party shall have the right to
term of this Agreement,Customer is responsible for notifying liquidate this Agreement and to demand payment of,which
the Utility and Supplier of such change in Customer's legal the defaulting Party("the Defaulting Party") shall pay upon
name (such new name, the "New Name") as soon as invoice, a settlement amount which shall be equal to a) if
practicable.Customer further agrees to take any and all steps Customer is the Defaulting Party,any unpaid invoices plus the
as may be required by the Utility to continue as Supplier's positive difference (if any) of the Power Price minus the
customer or to re-enroll with Supplier. Market Price multiplied by the Total Monthly Usage kWh in
13. WAIVER the Monthly Billing Cycles remaining in the Term or Renewal
Except as otherwise set forth in this Agreement, failure or Term,or b)if Supplier is the Defaulting Parry,the net result
delay on the part of either Party to exercise any right,power, of any unpaid invoices by Customer to Supplier and, the
or privilege under this Agreement shall not operate as a positive difference (if any) of the Market Price minus the
waiver of such right,power or privilege of this Agreement. Power Price multiplied by the Total Monthly Usage kWh in
14. EVENTS OF DEFAULT the Monthly Billing Cycles remaining in the Term or Renewal
Definition:An"Event of Default"shall mean,with respect to Term. Any such calculation shall be discounted to present
a defaulting party(the"Defaulting Party"),the occurrence of value, plus other costs, expenses and charges under this
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i
Agreement which the Non-Defaulting Party incurs as a result terms,provisions or conditions contained herein or the rights
of such Early Termination, in addition to and without or obligations of either Party under this Agreement, such
prejudice to any right of setoff,recoupment,combination of question or controversy shall in the first instance be the
accounts, lien or other right to which the Non-Defaulting subject of a meeting between the Parties to negotiate a
Party is otherwise entitled, whether by operation of law, resolution of such dispute.Such meeting shall be held within
equity, contract or otherwise as a result of the Event of fifteen(15)days of a written request by either Party.If within
Default and early termination of this Agreement,subject to fifteen (15) days after that meeting the Parties have not
any limitations on liability as set forth in Section 9 negotiated a resolution or mutually extended the period of
WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY.For negotiation,the question or controversy shall be resolved by
the purposes of this section "Market Price" shall mean the arbitration in accordance with arbitration procedures
amount, as determined by the Non-Defaulting Party, that a established from time to time by the American Arbitration
bona fide third party would pay for the subject kWh at the Association ("AAA").The panel of arbitrators to be provided
then current prevailing energy prices. The non-Defaulting shall be competent in their expertise and qualifications to
Party may consider,among other things,quotations from the understand and arbitrate the dispute. In addition to the
leading dealers in the wholesale energy industry, internally arbitration procedures established by the AAA, arbitration
developed forward market prices and other bona fide third shall be conducted pursuant to the Federal Rules of Evidence.
party offers as commercially available to the Non-Defaulting The arbitrators may award only damages as allowed for by
Party,which will be adjusted,as necessary,for the period and this Agreement,and attorney fees and other legal costs.Any
differences in transmission costs,volume,and other factors, decision and award of the majority of arbitrators shall be
as reasonably determined by the Non-Defaulting Party. binding upon both Parties. Judgment upon the award
15. MISCELLANEOUS rendered may be entered in any court of competent
This Agreement constitutes the entire agreement of the jurisdiction.
parties with respect to the subject matter of this Agreement 19. EXECUTION
and supersedes and extinguishes any and all prior oral or Customer may provide Supplier with an executed facsimile
written agreements between the parties concerning the copy of the Agreement, or other form of an electronic
subject matter of this Agreement.This Agreement may only execution of the Agreement, and in such event the
be modified or amended through a written document signed Agreement is binding on the Parties upon acceptance and
by both parties. Except as otherwise set forth in this execution by Supplier,and shall be deemed an original.
Agreement,failure or delay on the part of Supplier to exercise 19. CHANGES IN CONSUMPTION
any right,power,or privilege under this Agreement shall not Customer will provide Supplier advanced notification of any
operate as a waiver of such right, power or privilege of this planned shut-downs or known or anticipated changes to
Agreement. Customer's operations that will have an impact on Supplier's
16. FORWARD CONTRACT/NON-UTILITY ability to accurately forecast Customer's load and/or notice
ACKNOWLEDGEMENT of any Account closings that may occur or may be expected
The Parties agree this Agreement is construed and to occur during the Term. Supplier may incorporate a request
understood to be a"forward contract"as defined by the U.S. that Customer provide a periodic production or load forecast
Bankruptcy Code.Each party agrees that,for purposes of this to aid in forecasting Customer's load requirements as part of
Agreement,the other parry is not a "utility" as such term is the terms of this Agreement.
used in Section 366 of the U.S. Bankruptcy Code, and each 20. CUSTOMER SERVICE
party waives and agrees not to assert the applicability of the For questions about your invoice or Supplier service, please
provisions of such Section 366 in any bankruptcy proceeding contact our Customer Care Department by calling Supplier at
wherein such party is a debtor. the toll free number listed on the Notices Schedule.To report
17. RESOLUTION OF DISPUTES/ARBITRATION a service outage in an emergency or for any other questions,
If a question or controversy arises between the Parties please contact your Utility directly.
concerning the observance or performance of any of the
Signature: $ NiMCM
ESTEBAN GARCIA(Oct 16,2024 15:12 CDT)
Email: contractlegal12@txu.com
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