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Time Warner/Vista Dunes 05COPY Vista. Dunes Mobile Home Park CABLE TELEVISION INSTALLATION AND SERVICE AGREEMENT This Agreement is made, effective as of April 7, 2005, by and between Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership, d.b.a. Time Warner Cable, with its principal place of business at 75-181 Mediterranean, Palm Desert, CA 92211 ("COMPANY") and City of La Quinta Redevelopment Agency, whose mailing address is PO Box 1504, La Quinta, CA 92247 ("OWNER"). RECITALS WHEREAS, OWNER owns Vista Dunes Mobile Home Park, located at 78990 Miles Avenue in the City of La Quinta(the "Premises"), which currently consists of 18 dwelling units, with a projected buildout of 18 units, and WHEREAS, COMPANY owns and operates a cable television system in the service area of the Premises pursuant to a franchise granted by the City of La Quinta, California (the "Franchise"). AGREEMENT NOW THEREFORE, in consideration of their respective rights and obligations set forth in this Agreement, and for other valuable consideration, the receipt and adequacy of which are acknowledged, COMPANY and OWNER agree: 1. Ownership and Authorization. OWNER represents and warrants, and agrees to provide suitable proof upon COMPANY'S request, that he is the legal Owner of the Premises or a duly authorized representative or agent of the Owner and as such is authorized to bind the Owner and enter into and perform this Agreement, and further, that the execution and performance of this Agreement does not conflict or violate any other instruction, document or obligation of the Owner, either contractual or otherwise, including any judgement, order or decree of any court or governmental agency. 2. License, Access, and Exclusive Rights. (a) License. Upon the execution of this Agreement, or as soon as practicable thereafter, OWNER shall grant or cause to be granted to COMPANY a perpetual license in gross granting to COMPANY, its successors and assigns appropriate rights of ingress, egress and rights of way across, through, in, on and over the Property and such other rights to COMPANY as are necessary and appropriate for use of the Property to own, construct, install, operate and maintain the System and all transmission lines and other equipment and facilities located on the Property. The term of such license shall be the term of this Cable Television Installation and Service Agreement and any renewals or extension thereof. -1- PACoarnercial Dev-Palm Desert\Conxnercial Development DirectoryWemplatesUnstallation & ServiceNExisting Property Exclusive License Sheil.doc.doc Vista Dunes Mobile Home Park (b) Access. Access shall be provided to COMPANY by OWNER, without charge, to such raceways, conduit, common areas, utility areas and other spaces on the Property as are reasonably necessary for the installation, operation and maintenance of the System. OWNER shall permit COMPANY'S employees and agents to enter all parts of the Property over which it has control at all reasonable times for purposes of maintaining the System and auditing the Service. COMPANY'S employees or agents shall display appropriate identification at all times. (c) Exclusive Right. During the term of this Agreement and any extension thereof, it shall be the intent that the COMPANY shall have the sole and exclusive right to provide Cable Service, pay television, or other entertainment services on a bulk rate or individual subscription basis to dwelling units on the Property. Notwithstanding this general intent, COMPANY recognizes and agrees that COMPANY shall not have the right to prohibit individual owners from contracting directly with another entity, installing antennas and/or individual satellite systems, etc. OWNER shall not directly or indirectly enter into any bulk billing agreement with any other party during the term of said Agreement. 3. Provision of Service. COMPANY shall provide cable television services to the Premises. COMPANY shall design, construct, install, operate, upgrade and maintain cable television service to the Premises using coaxial cable and/or fiber optic line, amplifiers and other equipment currently on the Premises, or to be added by COMPANY (the "Equipment"). COMPANY will maintain its Equipment and facilities on the Premises in accordance with the Franchise. COMPANY agrees to restore the Property to the condition that existed immediately prior to any construction in the event that COMPANY alters or damages it in the installation, maintenance, opeation or removal of the System. All equipment installed by COMPANY shall be installed in a manner and location which minimizes the impact of the equipment on the physical appearance of the Property. 4. Equipment and Facilities. COMPANY'S equipment and facilities shall include, but not be limited to, coaxial cable, fiber optics, amplifiers, head -end equipment, microwave receivers, satellite dishes, and/or Television Receive Only (TYRO) equipment and all other equipment and facilities necessary and appropriate for the transmission and reception of television and/or radio signals and other electronic communications, up to and including the termination of the service wire. Title to the System and all of the equipment and facilities associated therewith shall be and remain vested with COMPANY and no part of the System shall be deemed a fixture. No person or entity, including OWNER, shall acquire any rights in or to the System or shall in any way move, disturb, alter or change any of COMPANY'S equipment and facilities or attach, directly or indirectly, in whole or in part, any equipment or device to the System without the prior written consent of COMPANY. -2- P: ornrnercial Dev-Palm Desert\Camiercial Development Directory\TemQlates\lmtallation & Service\Exist Property Exclusive License Shell.doc.doc Vista Dunes Mobile Home Park 5. Telephone and Other Services. OWNER grants COMPANY the opportunity to bid on providing telephone and high speed data services on a bulk basis ("telephony services") to the Property. OWNER shall notify COMPANY in writing to submit its proposal to provide telephony services on a bulk basis to the entire subdivision, when and if the OWNER is considering such proposals with a competitor, and prior to entering into any Agreement with a competitor. OWNER agrees that it shall not enter into any agreement for additional broadband communications services (included, but not limited to, telephony services) for the Property with any supplier other than COMPANY without first according COMPANY the opportunity to submit a proposal related to the same. 6. Content of Service. Programming services offered by COMPANY shall be at its discretion. COMPANY may alter, modify, re -tier, relocate, increase or delete programming services and/or channels. For purposes of this Agreement, Programming Services shall mean all programming available to all subscribers generally including, but . not limited to, basic cable, preferred service, expanded preferred service, all optional premium services, pay -per -view services, audio services, access channels and prevue guides. 7. Rates and Billing. COMPANY shall establish individual accounts with those residents of the Premises desiring to purchase any portion of the Service and shall bill and collect directly from the individual subscribers. Service to those residents shall be on the terms and conditions set forth in the standard contract for residential cable television service. 8. Liability. COMPANY agrees to indemnify OWNER from and against any damage resulting from COMPANY'S construction and maintenance of the cable system on the Premises, except for loss or damage arising from any intentional or negligent act or omission of OWNER, its agents, employees or residents and guests of the Premises. However, in no event shall OWNER be liable for damages or loss: (a) caused by the failure of COMPANY'S system, Equipment and facilities or by acts of God or other occurrences in the nature of force maj eure, (b) from interruption of the Service, including but not limited to outages and failures, or (c) incidental or consequential damages. OWNER agrees to reimburse COMPANY for the costs of repair or replacement of any equipment of COMPANY which is damaged by OWNER, its agents or employees. OWNER shall indemnify COMPANY from and against any damage or claim arising from any intentional or negligent act or omission of OWNER, its agents and employees. 9. Future Development. As OWNER constructs additional buildings, dwellings or additions to the Premises, all necessary licenses and access to them shall be granted by OWNER to COMPANY and this Agreement automatically shall extend to them. 10. Term. This Agreement shall commence on the date first written on page one and shall continue for a period of ten (10) years and shall automatically be renewed for additional one (1) year terms thereafter, unless earlier terminated as provided in this Agreement, or if OWNER or COMPANY gives written notice to the other party of its intent not to renew at least 90 days prior to the expiration of the then current contract term. -3- P:\Conwercial Dev-Palm Deser6Commacial Dcvelopnrnt D'rectory\TertQlates\lnstallation do Service\Exist Property Exclusive License Shell.doc.doc Vista Dunes Mobile Home Park COMPANY may terminate this Agreement upon OWNER'S failure to comply with any of the terms of this Agreement upon 30 days' notice to cure sent by COMPANY to OWNER or upon COMPANY'S reasonable determination that technical or economic factors, make it impossible or impracticable to provide the Service to the Premises. OWNER may terminate this Agreement upon COMPANY'S failure to comply with any of the terms of this Agreement upon 30 days' notice to cure sent by OWNER to COMPANY. 11. Removal of Equipment. Upon expiration of this Agreement, or termination for any reason, COMPANY shall have the right, at its sole option, to (i) remove any or all of its equipment and facilities; (ii) deactivate any or all of its equipment and facilities in any practicable manner; or (iii) continue to provide service to those dwelling units desiring the Service on an individual basis at the then prevailing retail single family rate for the Service. If the Equipment is deactivated, it shall nevertheless remain the property of the COMPANY, and in addition to any other remedies it may have, COMPANY shall be entitled to obtain injunctive relief to prevent the unauthorized use of its equipment. 12. Binding Effect. Neither party may assign its rights, duties or obligations hereunder without the prior written consent of the other party; provided, however, that TWC may assign this Agreement to any parent or subsidiary of such party, or in connection with a merger, consolidation or sale of substantially all of TWC's assets; and provided further that TWC may assign this Agreement in connection with the sale of its cable business in the geographic area to which the Agreement pertains. 13. Entire Agreement. This Agreement constitutes the complete understanding of the parties on this subject matter and supersedes all prior oral or written understandings or Agreements. This Agreement may be modified or amended only upon written consent of COMPANY and OWNER. 14. Notices. All notices or payments from one party to the other shall be sent to the respective addresses of the parties listed on page one of this Agreement. Such addresses may be changed by giving notice pursuant to this paragraph. 15. Severability. If any portion or provision of this Agreement is or is deemed to be illegal, inoperative or unenforceable, then this Agreement shall be modified automatically to exclude such illegal, inoperative or unenforceable provision and all other provisions shall remain in force in effect as if that provision never were written. 16. Waivers. The waiver or breach of any provision or right by one party shall not be deemed a waiver of that provision or right or any future breach of it and shall not be deemed to establish a course of performance. 17. Applicable Law. This Agreement shall constitute an agreement to be interpreted and enforced by the laws of the State of California without respect to any choice of laws provision. -4- PACommercial Dev-Palm Desert\Comncrcial Development DirectoryUcrMlatesUnstallation & Scmce\Existing Property Exclusive Licence Shell.doc doc Vista Dunes Mobile Home Park Each party consents to the personal jurisdiction of the state and federal courts in the State of California with venue in the county in which the Premises are located. 18. Headings. Section and paragraph headings shall not be used in construing this Agreement. 19. No Joint Venture. Unless otherwise agreed to in writing and made a part of this Agreement, nothing contained herein shall be deemed to create a joint venture or partnership between the parties. 20. Warranty. Each party warrants and represents to the other that it is duly authorized and empowered to enter into and execute this Agreement and that no other approvals or authorizations are required for it to enter into this Agreement. 21. Force Majeure. Notwithstanding any of the provisions herein contained, the obligations of the parties hereto will be excused in the event that performance hereunder becomes impossible or economically unfeasible due to causes, including, but not limited to, acts of God, strikes or other industrial disturbances, or unavailability of required equipment or programming services. 22. Disclaimer. Notwithstanding any of the provisions herein contained, the Service and the System are not guaranteed to the extent of any breakdown in. transmissions to COMPANY'S headend site related to the System and the Service beyond the control of COMPANY. 23. Expenses. Each party shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and execution of this Agreement and the completion of the transactions contemplated hereby, unless otherwise specifically provided for herein. -5- PACormercial Dev-Pahn Desert\Conv ercial Development Directory\TemplatesUnstallation & Savice\Existing Property Exclusive License Shell.doc.doc Vista Dunes Mobile Home Park IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. COMPANY: Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership, d.b.a. Time Warner Cable by: Ernest Villicana VP Marketing OWNER: City of La Quinta Redevelopment Agency By: Signature Name: THOMAS P. GENOVESE Please Print Title: EXECUTIVE DIRECTOR Date: APRIL 7, ZOOS PACorn ercial Dev-Palm Desert\Corrrrercial Development Directory\Trnplates\lmtallation & Service\Existing Property Exclusive License Shell.doc doc Vista Dunes Mobile Home Park WHEN RECORDED RETURN TO: Time Warner Entertainment-Advarice/Newhouse Partnership 75-181 Mediterranean Palm Desert, CA 92211 CABLE SERVICE LICENSE AGREEMENT In consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned City of La Quinta Redevelopment Agency, (the "GRANTOR") does hereby grant to Time Warner Entertainment- Advance/Newhouse Partnership, New York general partnership, d.b.a. TIME WARNER CABLE, its successors, assigns, lessees, and licensees (the "COMPANY") for the purposes of transmitting and delivering television and broadband communications services, an irrevocable license during the term of the "Cable Television Installation and Service Agreement" and any extensions or renewals thereof as stated in that certain agreement dated April 7, 2005, the privilege and licenses (the "Licenses") from time to time to: A. Construct overhead and/or underground plant; B. Operate, maintain, repair, replace, expand, remove, relocate such plant; and C. Place within said Licenses amplifiers, attachment equipment, cables, wiring, pedestals, accessories, appurtenances and related equipment (hereinafter referred to as "Equipment") used in connection with such plant and distribution of television and broadband communications services. The Equipment shall be located on that real property and improvements of GRANTOR as those premises are more fully detailed, with legal descriptions, in Schedule 1, which is attached and incorporated here by this reference (the "Premises"). The Licenses shall extend to all public utility rights -of -way and public easements located within the Premises and to all chases, raceways and conduits within the Premises. The Licenses shall further include access rights to the Premises and public easement areas, including the rights of ingress and egress. GRANTOR further grants COMPANY the exclusive right to use said dedicated Licenses, chases, raceways and conduits for the purpose of providing cable television and broadband services. The Equipment is and shall be and remain vested as COMPANY'S property. COMPANY shall exercise its rights in a manner so as to cause as little disturbance and inconvenience to said GRANTOR as is practical. Said public easements include the right to trim at COMPANY'S expense any trees or shrubbery which may hereafter interfere with the operation and/or maintenance of the Facilities as long as said trees or shrubbery are located on or over the above described portion of the Premises. -1- PAConucrcial Dev-Patin Desert\Cormmial Developrrva Directory\Templates\lnstallation & Service%xisting Property Exclusive License Shell.doc doc Vista Dunes Mobile Home Park IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. COMPANY: Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership, d.b.a. Time Warner Cable by: Ernest Villicana VP Marketing OWNER: City of La Quinta Redevelopment Agency By: - Signature Name: THOMAS P. GENOVESE Please Print Title: EXECUTIVE DIRECTOR Date: APRIL 7, 2005 rem PAConmercial Dev-Palm Desert\Cocrmercial Development DirectoryWenvlatesUnstallation & Service\Existing Property Exclusive License Shell.doc.doc Vista Dunes Mobile Home Park SCHEDULE 1 Legal description of Vista Dunes Mobile Home Park located at 78990 Miles Avenue. In the City of La Quinta County of Riverside California -3- PAConmercial Dev-Palm Desert\Comnercial Development Directory\TemplatesUnstallation & ServiceTxisting Property Exclusive License Shell.doe.doc State of California ) County of Riverside ) On before me,. /�C �� �•3f�y /I�°1F�j� Date Name, Title of Officer - e.g. "Jane Doe, Notary Public" personally appeared %`j prna S ggoo�po G-sue , personally known to me or Name(s) of Signer(s) known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ -*Fe- subscribed to the within instrument and acknowledged to me that he/&keAhey executed the same in hiS/keF/4he authorized capacity(ies), and that by his/weir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal, ISEA SE Riverddld COWN ignature of Notary nM�-«nm•Eresocir�.2o� OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER: ❑ INDIVIDUAL(S) ❑ ATTORNEY -IN -FACT ❑ SUBSCRIBING WITNESS ❑ GUARDIAN/CONSERVATOR ❑ CORPORATION OFFICER(S): This Instrument Prepared By And Shall Be Returned To: TWI Summit Cable. ❑ PARTNER(S) ❑ TRUSTEE(S) ❑ OTHER: Inc.. d.b.a. Time Warner Cable PAConanercial Dev-Palm DeserACommercial Development DirectorffemplatesUnstallation & Service\Existing Property Exclusive License Shell.doc.doc