Time Warner/Vista Dunes Courtyard 06WHEN RECORDED RETURN TO:
Time Warner Entertainment -Advance
Newhouse Partnership, a New York
general partnership, through its San
Diego Division, doing business as
Time Warner Cable
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, a New York general partnership, through its San
Diego Division, doing business as 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 dated La Quinta, and any extensions or renewals thereof,
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 remain COMPANY's property.
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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 and rights -of -way 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.
The Equipment shall be located so as to not interfere with the GRANTOR's ingress to and
egress from Premises and GRANTOR may use the rights -of -way and licenses for purposes not
inconsistent with the COMPANY's full enjoyment of the rights herein granted.
GRANTOR agrees that for any period during which the COMPANY shall maintain
Facilities in any portion of said rights -of -way or Licenses, and in order to preserve the aesthetic
value of the Premises, that no outdoor television antennas, satellite receive facilities (e.g. fixed earth
stations or dishes) or microwave receivers (e.g. Multipoint Distribution System) shall be placed on
the Premises by GRANTOR without COMPANY's prior written consent.
This Agreement shall run with the land of the Premises and shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
If any paragraph, sentence, clause, phrase or portion of this Agreement is for any reason
held invalid or unenforceable by any Federal or State court or administrative or governmental
agency of competent jurisdiction, specifically including the Federal Communications Commission,
such portion shall be deemed a separate, distinct and independent provision, and such holding shall
not affect the validity of the remaining portions hereof.
Signed, sealed and acknowledged in the presence of:
GRANTOR: City of Quinta, Rude e
r// lo�t Agency
Signature
Name: / 12aAnwt
Title: tEGGc� i/ram' fJi �E� %�sYL
Date:
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SCHEDULEI
Legal description of Tract #23268 known as Vista Dunes Courtyard Homes located at Miles Ave
and Adams Street:
The bearings shown herein are based on the centerline of North Harland
Drive as shown on map recorded in Book 213, pages 67-73 of Tract maps,
official records of Riverside being North 00"14'56" West, portion of SE
quarter of NE quarter section 19, T.6 S., R 7E S.B.M.
Assessor's Parcel Number: 604-032-022-3
In the City of La Quinta, County of Riverside, California
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State of California )
County of Riverside)
On N,,)I/em/�/ ��_ /o before me, _�iQ A%P �e✓ /UofACJ�
Date Name, Title of Office " e.g., 'Jane D , Notary Public"
personally appeared personally known tome
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/are
subscribed to the within instrument and acknowledged to me that he/skeAheq executed the same in
his/hevttkeir authorized capacity(ies), and that by his/herkkcir 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,
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tgnature of otary
WITUR
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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):
❑ PARTNER(S)
❑ TRUSTEE(S)
❑ OTHER:
This Instrument Prepared by
and Shall Be Returned to:
Time Warner Cable, 75-181 Mediterranean, Palm Desert, CA 92211
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Tract#23268
Vista Dunes Courtyard Homes
CABLE TELEVISION INSTALLATION AND SERVICE AGREEMENT
This Agreement is made, effective as of November 20, 2006, by and between Time Warner
Entertainment-Advance/Newhouse Partnership, a New York general partnership, through its San
Diego Division, doing business as Time Warner Cable, 75-181 Mediterranean, Palm Desert, CA
92211 ("COMPANY") and City of La Quinta, Redevelopment Agency, whose mailing address is
78495 Calle Tampico, La Quinta, CA 92253 ("OWNER").
RECITALS
WHEREAS, OWNER owns Tract #23268 known as Vista Dunes Courtyard Homes,
located at Miles Avenue and Adams Street in the City of La Quinta(the "Premises"), which
currently consists of 0 dwelling units, with a projected buildout of 80 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.
(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
I
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Tract#23269
Vista Dunes Courtyard Homes
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 ,t 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.
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
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Tract #23268
Vista Dunes Courtyard Homes
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 majeure, (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.
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.
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Tract #23268
Vista Dunes Courtyard Homes
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
COMPANY 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 COMPANY'S assets; and
provided further that COMPANY 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.
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.
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Tract#23268
Vista Dunes Courtyard Homes
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.
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Tract #23268
Vista Dunes Courtyard Homes
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, I through its San Diego Division, doing business as Time Warner Cable, 75-181
Mediterranean, Palm Desert, CA 92211
by:
Tat,hun Yo
Vic President and Gener ager
San Diego Division -Desert Cities System
OWNER: City of La Quinta, Redevelopment Agency
Signature
�Witnesses:
Name:
Please Print
Title: � "—;Ice -y E
Date: �� ?��o
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