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CVTV/Cable Franchise Amend 92EXHIBIT A SECOND AMENDMENT TO CABLE LICENSE AGREEMENT THIS SECOND AMENDMENT TO CABLE LICENSE AGREEMENT (the "Second Amendment"), is entered into this tsk day of Dec. , 1992, by and among the City of La Quinta (the "City"), a municipal corporation of the State of California, Coachella Valley Television, a division of Palmer Communications, Inc., a Delaware corporation ("CVTV") and Colony Cablevision of California, a division of Providence Journal Company ("Colony"). R E C I T A L S: WHEREAS, on May 21, 1986, the City and CVTV entered into that certain "Cable License Agreement" whereby the City granted to CVTV a nonexclusive cable television franchise in accordance with La Quinta Municipal Code, Chapter 5.10; and WHEREAS, CVTV has proposed to transfer and assign its cable television franchise granted by the Cable License Agreement to Colony; and WHEREAS, La Quinta Municipal Code § 5.10.090(D) provides that a cable television franchise cannot be transferred without prior consent of the City Council expressed by resolution, and then only under such conditions as may therein be prescribed; and WHEREAS, CVTV and Colony have agreed, as a reasonable condition to the City Council of the City approving the transfer of the CVTV cable television franchise to Colony, for Colony to negotiate a new cable television franchise agreement with the City; and WHEREAS, CVTV has agreed to negotiate a new cable television franchise agreement and has given timely notice requesting renewal of the franchise under 47 U.S.C. § 546; and WHEREAS, the City desires assurance that the renegotiation of the Cable License Agreement will be conducted in a good faith manner by the parties and will be concluded in a timely fashion. NOW, THEREFORE, in exchange for the mutual promises contained herein and for other valuable consideration, receipt of which is hereby acknowledged, the City, CVTV and Colony agree to amend the Cable License Agreement as follows: 1. Section 1.4 of the Cable License Agreement as amended by the First Amendment is deleted in its entirety and replaced in its entirety to read as follows: "1.4 Duration. Except as qualified by Section 1.5 below, the term of the License shall be fifteen (15) years from the effective date hereof at which time it shall expire and be of no force and effect." 2. Section 1.5 of the Cable License Agreement as amended by the First Amendment is stricken in its entirety and replaced in its entirety to read as follows: "1.5 Renewal. Immediately upon the adoption of a resolution by the City Council of the City approving the Grantee's application for transfer and assignment of its License to Colony Cablevision of California, a division of Providence Journal Company ("Colony") (the "Resolution"), Colony shall be deemed to have been assigned the written request for renewal of its License that was originally filed by CVTV. Colony shall pay a filing fee of Seven Hundred and Fifty Dollars ($750) in connection with the renewal negotiations. The procedures and standards for renewal shall be consistent with those set forth in 47 U.S.C. § 546 as amended. The parties have agreed to proceed under the informal renewal process set forth in 47 U.S.C. § 546(h), as amended. Colony and the City shall negotiate the renewal of the License diligently and in good faith and for a period not to exceed two (2) years from the date of approval by the City Council of the City of the resolution (the "Renegotiation Period") and Colony shall reimburse the City for the City's reasonable costs and expenses incurred in connection with the renewal process during the Renegotiation Period. If, within the Renegotiation Period, the License is renewed, the renewal term shall be for such years and upon such conditions as the City and Colony shall agree. Should renewal negotiations not be completed prior to the expiration of the Renegotiation Period, then, notwithstanding Section 1.4 above, the term of the License shall expire upon the second anniversary of the date of adoption of the Resolution and be of no force and effect and Colony shall have no right or authority to 12/21/92 3914Q/2588/000 -2- continue operation system pursuant to its License." 3. Except as amended shall remain in full force Cable License Agreement are reference. of its cable television the terms and conditions of herein, the Cable License Agreement and effect and all provisions of the incorporated herein by this IN WITNESS WHEREOF, the City, CVTV and Colony have executed this Second Amendment as of the date and year first above written. APPROVED AS TO FORM: STRADLING, YOCCA, CARLSON & RAUTH �. Dawn C. Honeywell", - City Attorney CITY OF LA QUINTA a municipal corporation By: M or pro m ATT ST: City Clerk PALMER COMMUNICATIONS, dba Coachella Valleey A a Delay A,4a ggefiora By: Its COLONY CABLEVISION OF CALIFORNIA, a division of PROVIDENCE JOURNAL COMPANY, a 12/21/92 3914Q/2588/000 -3-