2011/04/20 Council Agenda Packet

18.8 Authority to Amend In addition to certain mandatory amendment provisions of subsection 3.8 Maximum Legal Compensation,this Franchise may also be amended at any time by mutual written agreement between the parties. 18.9 Venue Venue for any judicial dispute between the City and Grantee arising under or out of this Franchise shall be in Snohomish County Superior Court in Everett, Washington, or the United States District Court for the Western District of Washington in Seattle, Washington. 18.10 Guarantee The performance of the Grantee shall be guaranteed in all respects by TCI Pacific Communications, Inc. A signed guarantee, in a form acceptable to the City, shall be filed with the City contemporaneous with the Effective Date hereof. 18.11 No Joint Venture Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties,and neither party is authorized to,nor shall either party act toward third Persons or the public in any manner that would indicate any such relationship with the other. 18.12 Waiver The failure of the City at any time to require performance by the Grantee of any provision hereof shall in no way affect the right of the City hereafter to enforce the same,nor shall the waiver by the City of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision,or as a waiver of the provision itself or any other provision. 18.13 Governing Laws This Franchise shall be governed,construed and enforced in accordance with the laws of the State of Washington(as amended), the Cable Act as amended,any applicable rules,regulations and orders of the FCC, and any other applicable local, State and federal laws, rules, regulations, legislation or orders(as such now exist,are later amended or subsequently adopted). Page 57 of 58