Time Warner-Advance/Newhouse 01AGREEMENT RELATING TO THE CONSENT OF THE CITY OF LA QUINTA,
CALIFORNIA TO THE TRANSFER OF THE FRANCHISE AGREEMENT HELD BY
TWI SUMMIT CABLE, INC.
This agreement (the "Transfer Agreement") is entered into this,?Mday of
<:q O ,L, between and among the City of La Quinta, California y (the "City") and Time
Warner Entertainment — Advance/Newhouse Partnership (the "Transferee).
WHEREAS, the City Council entered into a Franchise Agreement (the
"Franchise") with a predecessor -in -interest of TWI Summit Cable, Inc. (the "Transferor"
pursuant to the provisions of the La Quinta Municipal Code (the "Ordinance") to operate
a cable television system within the City (the "System"); and
WHEREAS, the Transferor has filed a written notice to the City, (the "Notice")
wherein it has notified the City of it intention to assign of the Franchise to the Transferee
(the "Transfer"); and
WHEREAS, it is the intent of the City to acknowledge the Transfer
whereby ownership and control of the Franchise and the System shall be held by the
Transferee; and
WHEREAS, the City Council of the City has reviewed the Transfer as well as all
relevant documents, Staff Reports and recommendations; and
WHEREAS, based upon the evidence presented to the City Council, it would be
in the public interest to acknowledge the Transfer; and
WHEREAS, consent by the City is not required but the Transferee has no
objection to this Transfer Agreement
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. The City Council of the City hereby gives it acknowledgement to the
Transfer as described herein.
2. By executing this Agreement, the Transferee hereby accepts all the terms
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and conditions of the Franchise, the Ordinance, that "Agreement relating the Consent
of the City of La Quinta, California to the Transfer of Control of the Franchise
Agreement Granted to Providence Journal Company", dated as of October S 1995 (the
"1995 Transfer Agreement"), that "Agreement Relatingto the Consent of the City
ity of La
Quinta, California to the Transfer of Control of the Franchise Agreement Granted t
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Continental Cablevision, Inc., to U.S. West, Inc.", dated as of August Au 6 1996(the "19g 96
Transfer Agreement"), that "Agreement Relating to the Consent of the City of La Quinta,
California to Change of Control of the Franchise to AOL Time Warner Inc." dated as of
August 15, 2000 (the "2000 Transfer Agreement"), any lawful orders or directives of any
administrative agency relating to the Franchise or the System including, but not limited
to, the Federal Communications Commission (the "Commission") and this Transfer
Agreement (collectively, the "Franchise Documents") and Transferee represents and
warrants that it has examined the requirements of the Franchise Documents as well as
the applicable federal, state, or local laws or regulations, and agrees to abide b all the
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terms and conditions thereof.
3. This Transfer Agreement shall be deemed effective upon the closing of the
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Transfer (the "Effective Date").
4. Each party reserves any and all rights it may have under applicable local
state, or federal law.
5. This Transfer Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one
instrument. The parties agree that this Transfer Agreement will be considered signed gned
when the signature of a party is delivered by facsimile transmission. Such facsimile
signature shall be treated in all respects as having the same effect as an original signature.
ATTEST:
YL(NIWS�. GREEK, CMC, 6�tlerk
APPROVED:
M. KATBEJENSdfq,City Attorney
CITY OF LA QUINTA,, CALIFORNIA
(the "City")
TIME WARNER ENTERTAINMENT -
ADVANCE/NEWHOUSE PARTNERSHIP
(the "Transferee")
N
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By:,
,,