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Home My WebLink AboutC22-116 Xfinity GRANT OF EASEMENT This Grant of Easement (this “Easement”) dated 1/1/2022, is made by and between Comcast Cable Communications Management, LLC, with an address of 8000 E. Iliff Avenue, Denver, CO 80231, its successors and assigns, hereinafter referred to as "Grantee" and Senior Care Land Company LLC, with an address of PO Box 850, 500 Broadway St, Eagle, CO 81631, its successors and assigns, hereinafter referred to as "Grantor." The Grantor and the Grantee are parties to an Xfinity Communities Service Agreement dated 1/1/2022 (the “Agreement”), pursuant to which the Grantee provides certain services described in the Agreement to the Property described below. In consideration of One Dollar ($1.00), the Grantor(s), owner(s) of the property described below, hereby grant(s) to the Grantee, its successors and assigns, a non-exclusive easement in gross and right-of-way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time, subject to Paragraph 9 of the Agreement, a broadband communications system (hereinafter referred to as the "Distribution System") consisting of wires, underground conduits, cables, pedestals, vaults, and including but not limited to above ground enclosures, markers and concrete pads or other appurtenant fixtures and equipment necessary or useful for distributing broadband services and other like communications, in, on, over, under, across and along that certain real property (the “Property”) located at 210 Freestone Rd, Eagle in Eagle County, CO , described as follows: LEGAL DESCRIPTION: (See Attached) The Grantor(s) agree(s) for itself and its heirs and assigns that the Distribution System on the Property shall be and remain the personal property of the Grantee, subject to Paragraph 9 of the Agreement, and may not be altered, obstructed or removed without the express written consent of the Grantee during the term of the Easement. The Grantee, and its contractors, agents and employees, shall have the right to trim or cut trees and/or roots which may endanger or interfere with said Distribution System and shall have free access to said Distribution System and every part thereof, at all times for the purpose of exercising the rights herein granted; provided, however, that in making any excavation on the Property, the Grantee shall make the same in such manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the area to as near the same condition as it was prior to such excavation as is practical. This Easement shall run with the term of the Agreement and for a period of 3 months thereafter. This Easement is non-exclusive and Grantor reserves the right to use for itself and to grant for others rights-of -way over, under across or through the Property herein granted, provided that they do not interfere with the right of Grantee to use the same for the purposes herein granted. For the term of the Easement, the Grantee agrees to promptly repair, at its sole expense and to the reasonable satisfaction of Grantor, any damage to the Property resulting from the installation, operation, maintenance, repair or removal of the Distribution System by the Grantee to as near the condition prior to such damage as practical. DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD [signatures appear on following pages] DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD IN WITNESS WHEREOF, the parties hereto have caused this Easement to be executed by their duly authorized representatives as of the date first written above. GRANTOR WITNESS/ATTEST: Senior Care Land Company LLC By and through Eagle County Housing and Development Authority, its sole member By: Name: Regina O’Brien, Clerk Name: Jeanne McQueeney Title: Chair GRANTEE WITNESS/ATTEST: Comcast Cable Communications Management, LLC By: Name: Name: David Salazar Title: VP - Sales and Marketing DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD XFINITY COMMUNITIES SERVICE AGREEMENT Service Order Customer Information Customer Name: Senior Care Land Company LLC Property Address 1: 210 Freestone Rd Property Name: Two10 Apartments Address 2: Number of Units: 22 City, State, Zip: Eagle, CO 81631 Agreement Term This Agreement begins on 1/1/2022 (“Effective Date”) and shall remain in effect for a term of 10 years from 1/1/2022 (the “Initial Term”). This Agreement shall automatically renew for successive periods of 2 Years (each, a “Renewal Term”), unless either party provides the other with a minimum of 60 days’ notice of its intention not to renew at the end of the then-current term. The Initial Term and each Renewal Term may be collectively referred to herein as the “Term.” Wiring Company has non-exclusive use of the home run wiring and non-exclusive use of the home wiring. Marketing Customer’s Marketing Support shall be as follows: Service Type of Marketing TV No Marketing Internet No Marketing Voice No Marketing Easement Customer grants to Company a non-exclusive easement. The parties agree to execute the attached Grant of Easement. DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD Agreement This Xfinity Communities Service Agreement (“Agreement”) sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates (“Company”) will provide residential products and services (collectively, the “Services”) to the customer named above (“Customer”) at the property named above (“Property”). This Agreement consists of this fully executed Service Order (“Service Order”), the General Terms and Conditions (“General Terms”), any attachments included herewith (“Attachments”) and any written amendments to this Agreement executed by both parties (“Amendments”). In the event of an inconsistency among these documents, precedence will be as follows: (1) Amendments, (2) Service Order, (3) Attachments, (4) General Terms. Customer and Company may be collectively referred to herein as the “Parties” or individually as a “Party.” The parties, intending to be legally bound agree to be bound by the terms and conditions set forth in the Agreement. Capitalized terms used but not defined in this Service Order shall be given their meanings set forth in the General Terms and capitalized terms used but not defined in the General Terms shall be given their meaning set forth in this Service Order. The parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Customer: Senior Care Land Company LLC Company: By: \si1\________________________________________ By: \si4\________________________________________ Name: Name: David Salazar Title: Title: VP - Sales and Marketing ADDRESSES FOR LEGAL NOTICES To Customer: To Company: Senior Care Land Company LLC PO Box 850 500 Broadway St Eagle, CO 81631 Comcast Cable Communications Management, LLC 8000 E. Iliff Avenue, Denver, CO 80231 With a copy to: Comcast Cable Communications Management, LLC 1701 JFK Blvd Philadelphia, PA 19103 Attn: General Counsel – Cable Legal Operations DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3A Kim Williams 12/21/2021 Executive Director 1/4/2022 DocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD GENERAL TERMS AND CONDITIONS 1. Wiring. (a) Definitions. i. “Demarcation Points” means the point or points at which the Distribution System connects to the Home Run Wiring. ii. “Distribution System” consists of all facilities, equipment or devices that are installed by Company to transmit the Services from the public right of way to the Demarcation Points on the Property, and may include, but not be limited to, distribution cables, amplifiers, pedestals, lock boxes, passive and electronic devices and other equipment. It shall also include any other facilities, equipment or devices installed by Company, other than the Inside Wiring, and used by Company in the provision of Services. iii. “Exclusive Wiring” means the Distribution System and those portions of the Inside Wiring (if any) indicated as exclusive in the Service Order. iv. “Home Wiring” means the wiring within each unit from the first splitter or multimedia panel (as applicable) to wall plates. v. “Home Run Wiring” means the wiring from the Demarcation Points to the first splitter or multimedia panel (as applicable) within each unit. vi. “Inside Wiring” consists of Home Run Wiring and Home Wiring. vii. “Non-Exclusive Wiring” means those portions of the Inside Wiring that are not Exclusive Wiring. viii. “System” consists of the Distribution System and Inside Wiring. (b) Scope of Work. If either Party is installing, upgrading or re-wiring any portion of the System, a Scope of Work will be attached setting forth the responsibility of the parties regarding such work. The Parties agree to comply with the Scope of Work. (c) Company Obligations. Any work performed by Company on the Property shall be done in a good and workmanlike manner, in accordance with industry standards, local codes, applicable law, and, Federal Communications Commission (“FCC”) regulations. Company will be responsible for obtaining all necessary permits, licenses and approvals in connection with the Company’s operation and use of the wiring as set forth herein. Except as expressly set forth herein, the Customer assumes no liability or responsibility for the installation of the System and will not be responsible for payment of any cost of other charges to Company for installation of such System. (d) Ownership of Wiring. The Distribution System is and will remain the personal property of Company unless abandoned pursuant to paragraph 9 of this Agreement. The Home Run Wiring is and will remain the personal property of Customer. The Home Wiring is and will remain the personal property of Customer or, where units and in-unit wiring are individual owned, the unit owner (“Resident Owned Wiring”). (e) Use and Maintenance of Wiring. Customer grants Company the exclusive right to operate and use the Exclusive Wiring and the non-exclusive right to operate and use the Non-Exclusive Wiring. The Customer and any third party shall not tap into, use, or otherwise interfere with the Exclusive Wiring. At its expense, Company shall maintain, repair and replace the Exclusive Wiring as necessary to provide the Services. At its expense, Customer DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD shall maintain, repair and replace the Non-Exclusive Wiring. If the Customer fails to maintain the Non-Exclusive Wiring in accordance with Company’s technical specifications, Company shall notify Customer (which may be accomplished by notifying Customer’s on-site personnel) and request the repairs. If the repairs are not made within 20 days after receipt of such notice, Company may (i) suspend delivery of the Services to the affected units until repairs are made by Customer or (ii) repair the Non-Exclusive Wiring and charge Customer the actual and reasonable costs expended by Company. Notwithstanding anything to the contrary contained in this section, if Customer cannot grant rights to Resident Owned Wiring, then the rights to operate, use and repair any Resident Owned Wiring will be governed by separate contracts between Company and the unit resident. (f) Electrical Power. Customer shall provide electrical power, at Customer’s expense, for the Distribution System or Inside Wiring as requested by Company in locations reasonably designated by Company. Company shall have the right (but not the obligation) to install optical network units (each, an “ONU”), modems or other required equipment in units where applicable and deemed necessary by Company. Such equipment shall remain owned by Company, unless otherwise agreed in writing with Customer or a resident. In addition, if requested by Company, Customer shall, at Customer’s cost, provide one or more environmentally controlled spaces in mutually agreed upon locations on the Property for distribution facilities. 2. Delivery of Service. Customer grants to Company the non-exclusive right to deliver its Services to the Property. 3. Customer Obligations. (a) Customer shall not enter into a bulk agreement with another service provider to provide services similar to the Services during the Term regardless of the method used to deliver services to the Property. A “bulk agreement” means an agreement between Customer and a third party service provider whereby (i) services are paid for by the Customer and provided to the residents at no charge, on a reduced rate or discounted basis; (ii) services are automatically provided to the residents as an amenity of the Property or (iii) the purchase of services by residents is required as a condition of their occupancy of the Property. However, nothing in this Agreement shall prohibit service providers from providing service to the Property on a retail basis, provided that Customer does not permit a third party to access any facilities, equipment or wiring Company owns or has exclusive rights to use. (b) Customer shall reasonably cooperate with Company to prevent, but shall not be liable for, the unauthorized access to equipment or Services by residents of the Property to the extent such cooperation does not violate the terms of Customer’s lease with the Two10 Apartments tenants, reasonable rules and regulations in place at the Property or applicable law. (c) Customer shall supply unit numbers to Company at reasonable intervals upon Company request. 4. Fees and Charges for Services. For Services provided to residents on a retail basis, the terms, conditions, charges and fees for those Services shall be contained in separate contracts between Company and individual residents. The Customer assumes no liability or responsibility for service charges contracted for by residents. For Services provided to Customer on a bulk basis (if any), additional terms, conditions, charges and fees for the bulk Services shall be contained in the Service Order and Attachments made a part of this Agreement. 5. Access. (a) Subject to the Company’s compliance with the reasonable, generally applicable rules and regulations including security regulations in place at the Property, as provided to the Company by reasonable prior written notice, the DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD Customer grants Company personnel access to all common areas of the Property during Company’s Operating Hours (as defined below) for the purpose of installing, disconnecting and auditing Service and exercising Company’s right and obligations under this Agreement. Customer shall use reasonable efforts to grant Company access to parts of the Property it does not have direct control over for the same purposes. “Operating Hours” means Monday through Friday, 8:00am to 5:00pm or at any other time that (i) Customer’s staff members at the Property give verbal consent for Company to access during a different time, (ii) a maintenance or repair emergency occurs, which includes service outages, or (iii) a resident grants Company personnel access in order to provide or repair services for the resident. Company personnel will not enter any occupied unit without an adult representative of the resident or Customer’s representative present with permission of the unit resident. (b) Company, at its expense, agrees to repair any damage to the Property to the extent caused by Company, its employees or agents, normal wear and tear excepted. If Company fails to commence repairs to the Property within 45 days of notice, then Customer may undertake the repairs itself and bill the Company for the actual and reasonable costs thereof. Customer, at its expense, agrees to pay the reasonable and actual costs for Company to repair or replace any damage to the Distribution System or Exclusive Wiring to the extent caused by Customer, its employees or agents, normal wear and tear excepted. 6. Indemnification. The Company shall indemnify, defend and hold harmless the Customer, its officers, directors, personnel, affiliates, lenders, agents and representatives (collectively, the “Customer Indemnified Parties”) from and against any and all liability, loss, damage, claim or expense (including reasonable attorneys’ fees and costs) (collectively, “Damages”) for which the Customer Indemnified Parties may become subject to insofar as any such Damages arise out of, directly or indirectly, (i) the Company’s negligence or willful misconduct in the exercise of its rights under the Easement, (ii) the Company’s noncompliance with applicable laws (iii) the breach or inaccuracy of any representation or warranty made hereunder by the Company or (iv) any injury (including death), damage or loss to persons or property caused by the Company. The Customer Indemnified Parties agree to provide the Company with sufficient notice of any claim and to provide reasonable cooperation with the Company in the defense of the claim at Company’s cost. This indemnification shall not apply to claims by third parties against the Customer Indemnified Parties to the extent that the Customer Indemnified Parties is liable to such third party for such claims without regard to the involvement of the Company. This paragraph shall survive the expiration or termination of this Agreement. 7. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Termination. (a) Default. In the event either Party defaults in the performance of any of the material terms of this Agreement, the non-defaulting Party shall give the defaulting Party written notice specifying the nature of such default and identifying the specific provision in this Agreement which gives rise to the default. The defaulting Party shall have 60 days to either (i) notify the non-defaulting party that no default occurred and provide reasonable proof thereof, (ii) cure the default or (ii) if such default is incapable of cure within such 60 day period, commence curing the default within such 60 day period and diligently pursue such cure to completion. In the event the defaulting Party fails to do so within such 60 day period, the non-defaulting Party may terminate this Agreement upon 30 days’ written notice without further liability of either party. DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD (b) Permanent Loss of Authority. This Agreement shall terminate automatically without any further liability on the part of Company in the event Company lacks authority to continue to provide the Services to the Property due to loss of governmental authorization. This clause, however, shall not apply to periods of transition, such as franchises subject to review, transfer or reapplication, or where termination is the subject of dispute. 9. Removal of Distribution System. (a) Upon expiration or termination of this Agreement for any reason, Company shall have 3 months during which it may remove the Distribution System. Company, at its sole expense, shall promptly repair, to the reasonable satisfaction of Customer, any damage to the Property caused by such removal to as near the condition prior to such damage as is practical. Any portion of the Distribution System remaining on the Property after the 3 month period shall be deemed abandoned by Company, and ownership shall vest in Customer “AS IS” and “WHERE IS” and Company shall have no further liability therefor. (b) Notwithstanding anything to the contrary contained in this Agreement, the removal period referenced in subsection (a) above shall be tolled for as long as Company has the right under applicable law to continue to provide any or all of the Services to any or all of the units on the Property after the termination or expiration of this Agreement, in which case Company shall have the exclusive right to continue to own and use the Distribution System and the non-exclusive right to interconnect with and use the Inside Wiring to provide the Services. This Section shall survive the termination of this Agreement. Dispute Resolution 10. Customer Service. Company will maintain a local or toll-free telephone number, which will be available to its subscribers 24 hours a day, 7 days a week. Company representatives will be available to respond to customer telephone inquiries during normal business hours. Company will begin working on service interruptions promptly and in no event later than the next business day after notification of the service problem, excluding conditi ons beyond the control of Company. 11. Marketing Support. INTENTIONALLY DELETED 12. Website Link. Company shall have the right in its sole discretion to approve any trademark/logo of Company used by Customer on Customer’s website, its placement within its website, and the use of any statements or claims in connection with such trademark/logo or Company’s products and services on its website. All uses of Company’s trademark/logo made by Customer shall inure to the benefit of Company. Customer shall not copy or capture any portion of Company’s website or any of its content within frames on Customer’s website, or otherwise present or display Company’s website content or represent Company’s website as Customer’s in any manner. Customer shall ensure that the link from its website to Company’s website connects the visitor to Company’s website unencumbered in any manner. 13. Interference. If any device or facility on the Property does not comply with the technical specifications established by the FCC, including, but not limited to, signal leakage, which interferes with Company’s delivery of the Services, Company reserves the right to discontinue the Services to the non-compliant unit or, at Company’s reasonable discretion, to the Property until such non-conformance is cured by Company, Customer or resident, as the case may DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD be. Company shall take reasonable measures to not discontinue Services to any portion of the Property that is in compliance with applicable technical specifications. 14. Changes to Wiring Rights. In the event applicable law requires (i) Company to permit Customer or a third party to use all or a portion of the Distribution System or (ii) Customer to permit a third party to use all or a portion of the Exclusive Wiring, then such portions of the Distribution System and/or Exclusive Wiring shall be automatically deemed Non-Exclusive Wiring. 15. Assignability; Binding Effect. Either Party may assign the Agreement provided that the assignee agrees in writing to be bound by all the terms and conditions hereof. In the event Customer sells, assigns, transfers or otherwise conveys the Property to a third party, Customer shall assign this agreement and cause the new owner or controlling party to expressly assume this Agreement and agree to be bound by its terms. This Agreement shall be binding upon the parties and their respective successors and assigns. Following any assignment, the assigning party shall give prompt notice thereof to the other party and shall not be liable for obligations under this Agreement that accrue on or after the date of the assignment. 16. Representations and Warranties. Each Party represents and warrants to the other that (i) the person entering into this Agreement on its behalf has the legal right and authority to execute, enter into and bind such Party to the commitments and obligations set forth herein and (ii) it has the right to enter into this Agreement and to grant the rights granted hereunder. In the event this Agreement is terminated for a breach of these representations and warranties, Customer shall reimburse Company for the time and materials of all work performed at the Property, up to the termination date. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS WARRANT THAT THE SERVI CES WILL PROVIDE UNINTERRUPTED USE, OPERATE WITHOUT DELAY OR ERROR, OR BE TRANSMITTED IN UNCORRUPTED FORM. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW. 17. Miscellaneous Provisions (a) Subcontractors. Company may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided that Company shall in all cases remain responsible for all its obligations under this Agreement. Under no circumstances shall Customer be responsi ble for making any payments directly to any subcontractor engaged by Company. (b) Insurance. Company shall maintain workers’ compensation insurance with statutory limits and commercial general and automobile liability insurance. The limits of such liability insurance shall be no less than One Million Dollars ($1,000,000) per occurrence and in the aggregate, and automobile liability limits no less than One Million Dollars ($1,000,000) per accident and in the aggregate. Upon request, Company will provide Customer with a certificate evidencing such insurance. (c) Force Majeure. Neither Party shall be liable for its performance delay or failure due acts of God, failure of equipment or facilities not owned or controlled by a Party (for example, utility service), denial of access to DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD facilities or rights-of-way essential to serving the Property, natural catastrophes, and government order or regulation, or any other circumstances beyond the reasonable control of the party. (d) Applicable Law. This Agreement shall be governed and construed in accordance with applicable federal laws and regulations and by the laws of the State of Colorado, without regard to its choice of law principles. Any and all claims, disputes or controversies, related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. (e) Invalidity. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired. (f) Notices. All notices, demands, requests or other communications given under this Agreement shall be in writing and be given by personal delivery, registered or certified mail, return receipt requested, or nationally recognized overnight courier service to the other Party’s address set forth in the Service Order or as may subsequently in writing be requested. 18. Prohibitions on Contracts. a. As used in this Section 18, the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. To the extent C.R.S. 8-17.-101, et. Seq. is applicable to this Agreement and the Company’s provision of Services hereunder, Customer shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Company that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the contract for services. b. If Company obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual, Company shall be required to: i. Notify the subcontractor and Customer promptly after Company has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. To the extent Company is a party to the subcontract, terminate the subcontract with the subcontractor promptly after receiving the notice required pursuant to subparagraph (i) of the paragraph 18(b) the subcontractor does not stop employing or contracting with the undocumented individual; except that Company shall not be obligated to terminate the contract with the subcontractor if within three (3) days after subcontractor’s receipt of such notification the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. If Company violates these prohibitions and such violation continues beyond applicable notice and cure periods, Customer may terminate the Agreement for breach of contract. Confidentiality DocuSign Envelope ID: CDE49581-0C64-4BB8-B2F5-DDA90D3E7C3ADocuSign Envelope ID: 20280B6F-6DF7-4EBE-9660-7852825B95BD