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Exhibit D - 2012 Settlement Agreement <br />Commission and/or Member Cities may invoke all rights and remedies they may have <br />under the Franchises and any renewed Franchises. Any failure by a Member City to <br />adopt and execute a renewal cable service franchise that contains the terms set forth in <br />Section 9 shall not be deemed a violation of this Settlement Agreement on Comcast's <br />part. <br />15. Comcast and its affiliates shall not take any action to challenge, or cause <br />another person or entity to challenge, any provision of this Settlement Agreement as <br />contrary to or unenforceable under applicable laws, regulations, orders and decisions, nor <br />will they participate with any other person or entity in any such challenge. <br />16. Nothing in this Settlement Agreement usurps, preempts, waives or limits <br />the Member Cities' authority to grant or deny the renewal of the Franchises currently <br />held by Comcast, or to establish the terms and conditions of any renewal cable service <br />franchises/ordinances. <br />17. Nothing in this Settlement Agreement waives, limits or modifies the <br />Parties' rights, remedies, responsibilities and defenses under applicable laws, regulations, <br />ordinances, agreements, orders and decisions, including but not limited to Chapter 238 of <br />Minnesota Statutes, Section 626 of the Cable Act and the Franchises, unless otherwise <br />expressly provided herein. <br />18. Nothing in this Settlement Agreement shall be construed to mean that <br />Comcast is entitled to renewed cable service franchises. <br />19. Nothing in this Settlement Agreement shall be construed to mean that <br />Comcast is in compliance with the Franchises and applicable laws and regulations except <br />as to the franchise fee payment review for the Review Period which is hereby resolved <br />and for which Comcast is in full compliance as to the specific issues addressed in this <br />Agreement for the Review Period. By executing this Settlement Agreement, Comcast is <br />not admitting that it has failed to comply with the Franchises and applicable laws and <br />regulations. <br />20. The Parties agree that, other than the Member Cities, there shall be no <br />third party beneficiaries to this Settlement Agreement. Nothing herein shall give rise to <br />any rights or causes of action that may be enforced or brought by a third party, other than <br />the Member Cities. <br />21. This Settlement Agreement shall be binding upon and shall inure to the <br />benefit of the Parties hereto, and their successors in interest, assigns, personal <br />representatives and heirs. <br />22. This Settlement Agreement is freely and voluntarily entered into by the <br />Parties, without any duress or coercion, and after each party has consulted with its <br />counsel. Each party hereto has carefully and completely read all of the terms and <br />provisions of this Settlement Agreement. <br />9 <br />