RES 95149 - Laserfiche WebLink

Cities will have full and complete control of charmel scheduling ·, and program content on PEG channels, in accordance with federal '- law. Cities shall prescribe rules and procedures for Franchisee's use oftmused PEG channel capacity in accordance with 47 USC 531 (d). As a part of the tinslet, TCIC, on behalf of the Grantee, agrees and acknowledges that: a) this approving agreement is not a new franchise agreement, the granting of a franchise, or the renewal of the existing franchise, but rather is exclusively an agreement to the change of control of the Grantee, and neither affects nor prejudices in any way the Grantors rights thereunder; and b) that compliance with the Franchise, as of the date of the closing of the Tramactions, is neither commercially impracticable as the term is used in Section 625 (f) of the Cable Communications Policy Act of 1984 and/or the Cable Television Consumer Protection and Competition Act of 1992 (collectively the "Cable Act") nor economically infeasible upon the closing of the change of control based on ( 1 ) any and all debt service incurred, or to be incurred, to directly or indirectly finance the change of control, or (2) any return on equity made, or to be made, based upon the equity. portion of the icing relating to the change of control. _ Grantor's approval of the change of control is not to be construed by TCIC as a rebuttal of the presumption that goodwill should be disallowed from the rate base for the purpose of any proceeding to calculate or determine any regulated rate subject to Grantor's jurisdiction. TCIC, which will be the indirect parent entity of the Grantee as of the closing date of the Transactions. shall cause Grantee to comply with all of the terms, conditions and obligations of the Franchise, the Franchise Agreement and the Ordinance. TCI Communications, Inc. is becoming a signatory to the Franchise Agreement in order to guarantee the performance by Tele-Vue System, Inc. of all of the terms and conditions set forth in the Franchise Agreement and in order to satisfy the Ordinance (Section 6.52.0405.6., Pleasanton Municipal Code.) This Agreement shall become effective on the date that control of the Grantee is tinreferred from Viacom Inc. to TCIC. City of Pleasanton TCI Communications, Inc. Signature: Signature: 3