R2008-03 AUTHORIZING EXECUTION OF FRANCHISE AGREEMENT

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� „ � ti,� . 16. Books and Records; City's Right of Inspection and Audit. 16.1 Comcast shall maintain books of account and records adequate to enable Comcast to demonstrate that it is in compliance with the obligation to pay the fees described in Section 4.1 and Section 5.4 of this Agreement with respect to Cable Service. Comcast shall also maintain books and records to demonstrate Comcast's compliance with all other terms of this Agreement. Comcast shall not be required to maintain books and records for compliance purposes under this Agreement for a period longer than five (5) years. 16.2 The City shall have the right to audit and to recompute any amounts determined to be payable in satisfaction of the fees described in Section 4.1 and Section 5.4 of this Agreement with respect to Cable Service. Any undisputed additional amount due to the City as a result of the audit shall be paid by Comcast within thirty (30) days after Comcast receives a written notice from the City. If a dispute exists relating to any amount owed, the Parties shall meet to discuss the dispute in detail. Comcast shall have the opportunity to rebut any audit findings and present written objections to City's findings within a reasonable time after receipt of audit findings. The notice that the City sends to Comcast shall include a copy of the audit report. Comcast shall pay the cost of the audit if the City determines that the annual payment to the City for the preceding year of fees described in Section 4.1 and Section 5.4 of this Agreement with respect to Cable Service is thereby increased by more than five percent (5%). 16.3 In the event that payment of any fees described in Section 4.1 and Section 5.4 of this Agreement with respect to Cable Service that has been recomputed pursuant to Section 16.2 above is not made on or before the expiration of thirty (30) days following written notice by the City, Comcast shall be charged and shall pay, in addition to the amount due, interest on the amount due equal to the prevailing prime rate plus two hundred (200) basis points of interest compounded daily from the due date for payment of the recomputed amount. The prevailing prime rate shall be the prime rate of the First National Bank of Decatur, Illinois. 16.4 Upon thirty (30) days' notice to Comcast, the City or its designated independent representative shall have the right to examine books and records directly related to Comcast's compliance with its obligations under this Agreement, including the fees described in Section 4.1 and Section 5.4 of this Agreement. The City shall have no right to examine any aspect of the books and records that does not directly relate to Comcast's obligations under this Agreement. 16.5 City acknowledges that some of the records which may be provided by Comcast may be classified as confidential and therefore may su�ject Comcast to competitive disadvantage if made public. City shall therefore maintain the confidentiality of any and all records provided to it by Comcast which are not required to be made public pursuant to applicable laws. 17. "As Built" Plans. Comcast shall, during the term of this Agreement maintain up-to- date "as built" plans, that shall be available for examination by the City at Comcast's offices located within the City during the Comcast's normal business hours if City needs to verify the location of Comcast's Cable System in the Right-of-Way. The Parties acknowledge that the City's records are subject to disclosure upon request pursuant to the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. Therefore, if in Comcast's opinion such plans contain information which Comcast considers to be trade secrets or otherwise confidential, City shall not make copies of such information. 11 1043854v2