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HomeMy WebLinkAboutTIME WARNER - 2005A-2005-293 0; C1~ (s.u-1 ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE OF ASSIGNEE'S OBLIGATIONS (CABLE TELEVISION FRANCHISE AGREEMENT) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into this 3 day of ~©~c?e~' , 2005, between Adelphia Cablevision of Santa Ana, LLC, a Delaware limited liability company ("Assignor"), Time Warner NY Cable LLC, a Delawaze limited liability company ("Assignee"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Franchise Authority"). RECITALS: A. Assignor is the authorized holder of a franchise that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana, California. B. Subject to the prior consent of the Franchise Authority, Assignor desires to assign to Assignee, and Assignee desires to assume, effective as of the closing ofthe asset purchase transaction described in the FCC Form 394 as filed with the Franchise Authority on June 14, 2005 (the "Closing"), all rights, duties, and obligations under the cable television franchise agreement between the Franchise Authority and the Assignor ("Franchise Agreement") as it currently exists or as it maybe modified or superseded by the parties prior to the Closing. As used in this Agreement, the term "Franchise Agreement" specifically includes the Settlement Agreement dated June 14, 2005, and all executory obligations of Assignor thereunder that exist as of the Closing of the asset purchase transaction. THE PARTIES AGREE AS FOLLOWS: 1. Effective as of the Closing, Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and obligations under the Franchise Agreement. 2. Effective as of and contingent upon the occurrence of the Closing, Assignee covenants and agrees with Assignor and with the Franchise Authority to assume all rights and to assume and perform all duties and obligations of the Assignor under the Franchise Agreement. The Franchise Authority reserves any and all rights with respect to any non- compliance issues that may arise prior to the closing and Assignee reserves any and all rights and defenses with respect to any such non-compliance issues. 3. Franchise Authority consents to the assignment and transfer by Assignor to Assignee of all rights, duties, and obligations specified in the Franchise Agreement, contingent upon the execution by Time Warner Cable Inc., as guarantor, of the "Guarantee of Assignee's Obligations" that is attached as Schedule 1 to this Agreement. Santa Ana 4. This Agreement will become operative and enforceable upon the closing of the asset purchase transaction described in the FCC Fonn 394 as filed with the Franchise Authority on June 14, 2005. TO EFFECTUATE THIS AGREEMENT, the parties have caused this Assigmnent and Assumption Agreement to be executed by their duly authorized representatives as of the date set forth below the authorized signature. "ASSIGNOR" Adelphia Cablevision of Santa Ana, L.L.C. a Delaware limited liability company, d/b/a Adelphia Cable Communications, By: UCA, L.L.C., a Delaware limited liability company, its Sole Member, "ASSIGNEE" TIME WARNER NY CABLE LLC, a Delaware lim' d liability company By (Authorized Officer) Title: ~y ~ , ~ Y1~55 By: ACC Operations, Inc., a Delaware corporation, its Sale Mefnber By: r ,~t nti~-( Name: 1~~~/Q • ~i~~~N (PRINT OR `TYPE) /~ Title: ~n116(L Vf!t~t\e-~SIO~r~ Date: (~ I Z fi (2~~ ~~~~~~~ ~ `1RS, A'L LLW ~~L // ATTEST: Patricia E. Healy Clerk of the Council Date: ~ 2.-oS APPROVED AS TO FORM: Legal Counsel "FRANCHISE AUTHORITY" CITY OF SANTA ANA t~ - David N. Ream City Manager Santa Ana SCHEDULEI To ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE OF ASSIGNEE'S OBLIGATIONS GUARANTEE GUARANTEE, dated as of ~.kcRmbA ~ I , 2005, made by TIME WARNER CABLE INC., a Delaware corporation ("Guazantor"), in favor of the City of Santa Ana, California, ("Beneficiary"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Beneficiary to timely consent to the transfer of the cable television franchise issued by Beneficiary and currently held by Adelphia Cablevision of Santa Ana, LLC (the "Franchise") to Time Warner NY Cable LLC ("Transferee") in accordance with the Federal Communications Commission Form 394 filed by Transferee, Guarantor agrees as follows: I. Interpretive Provisions. A. The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Guarantee, shall refer to this Guarantee as a whole and not to any particulaz provision of this Guarantee, and section and pazagraph references are to this Guazantee unless otherwise specified. B. The meanings given to terms defined herein shall be equally applicable to both the singulaz and plural forms of such terms. II. Guarantee. A. Effective upon the close of the asset purchase transaction, Guazantor unconditionally and irrevocably guarantees to Beneficiary the timely and complete perfonnance of all Transferee obligations under the Franchise (the "Guaranteed Obligations"). The Guarantee is an irrevocable, absolute, continuing guarantee of payment and performance, and not a guarantee of collection. If Transferee fails to pay any of its monetary Guaranteed Obligations in full when due in accordance with the terms of the Franchise, Guazantor will promptly pay the same to Beneficiary or procure payment of same to Beneficiary. Anything herein to the contrary notwithstanding, Guarantor shall be entitled to assert as a defense hereunder any defense that is or would be available to Transferee under the Franchise or otherwise. B. This Guarantee shall remain in full force and effect until the earliest to occur of: (i) performance in full of all Guazanteed Obligations at a time when no additional Guaranteed Obligations remain outstanding or will accrue to Transferee under the Franchise; and (ii) subject to any required consent of the Beneficiary, any direct Santa Ana or indirect transfer of the Franchise from Transferee to (or direct or indirect acquisition of Transferee or any successor thereto by (whether pursuant to a sale of assets or stock or other equity interests, merger or otherwise)) any other person or entity a majority of whose equity and voting interests aze not beneficially owned and controlled, directly or indirectly, by Guazantor. Upon termination of this Guarantee in accordance with this Section II(B), all contingent liability of Guarantor in respect hereof shall cease, and Guarantor shall remain liable solely for Guaranteed Obligations accrued prior to the date of such termination. III. Waiver. Guazantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guazanteed Obligations and notice of or proof of reliance by Beneficiary upon this Guazantee or acceptance of this Guarantee. Guarantor waives diligence, presentment, protest and demand for payment to Transferee or Guarantor with respect to the Guazanteed Obligations; provided, however, that Guarantor shall be furnished with a copy of any notice of or relating to default under the Franchise to which Transferee is entitled or which is served upon Transferee at the same time such notice is sent to or served upon Transferee. IV. Representations and Warranties. Each of Guarantor and Beneficiazy represents and warrants that: (i) the execution, delivery and performance by it of this Guarantee aze within its corporate, limited liability company or other powers, have been duly authorized by all necessary corporate, limited liability company or other action, and do not contravene any law, order, decree or other governmental restriction binding on or affecting. it; and (ii) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Guarantee, except as may have been obtained or made, other than, in the case of clauses (i) and (ii), contraventions or lack of authorization, approval, notice, filing or other action that would not, individually or in the aggregate, impair or delay in any material respect such party's ability to perform its obligations hereunder. V. Binding Effect. This Guarantee, when executed and delivered by Beneficiary, will constitute a valid and legally binding obligation of Guarantor, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similaz laws applicable to creditors' rights generally and by equitable principles (whether enforcement is sought in equity or at law). VI. Notices. All notices, requests, demands, approvals, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given and made if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by Telecopier, provided that the telecopy is promptly confirmed by telephone confirmation thereof, to the party at the address set forth below, or such other address as maybe designated in writing hereafter, in the same manner, by such party: Santa Ana To Guarantor and Transferee: Time Warner Cable Inc. 290 Harbor Drive Stamford, CT 06902-6732 Telephone: (203) 328-0631 Telecopy: (203) 328-4094 Attention: General Counsel To Beneficiary: City of Santa Ana Clerk of the Council Telephone: (714) 647-6520 Telecopy: (714) 647-6956 and City of Santa Ana Office of the City Attorney Telephone: (714) 647-5201 Telecopy: (714) 647-6515 VII. Integration. This Guarantee represents the agreement of Guarantor with respect to the subject matter hereof and there are no promises or representations by Guazantor or Beneficiary relative to the subject matter hereof other than those expressly set forth herein. VIII. Amendments in Writing. None of the tenns or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Beneficiary, provided that any right, power or privilege of Beneficiazy arising under this Guarantee may be waived by Beneficiary in a letter or agreement executed by Beneficiary. IX. Section Headings. The section headings used in this Guazantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. X. No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon anyone other than Guarantor and Beneficiary and their respective permitted assigns, any rights or remedies under or by reason of this Guarantee. XI. Expenses. All costs and expenses incurred in connection with this Guarantee and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses. Santa Ana XII. Counterparts. This Guarantee may be executed by Guarantor and Beneficiary on separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. XIII. Governing Law. This guarantee shall be governed by and construed and interpreted in accordance with the laws of the state of California without regard to principles of conflicts of law. XIV. Waiver of Jury Trial. Each party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this guarantee and for any counterclaim therein. TO EFFECTUATE THIS GUARANTEE, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer on the date set forth below the authorized signature. "GUARANTOR" TIME WARNER CABLE INC. Title: Y" CITY OF S A A ~Y~ David N. eam City Manager Date: ~ ~ - ~ - b S I Date: ATTEST: B}~C7 Patricia E. Healy Clerk of the Council Santa Ana IEiTEH Of CFEDR DEPAMMENT 101 BARCLAY ST, 8th FIAOfl. EAST NEWYORK, N.Y. 102861238 ~:UR REF„ NC. S:`CC1 he?b BENcFICTAR`r i`i~i`i uF SANTA ANA 2f> rIVTC CENTER PLAZA :•AN".A AiVA, CA 9f??02 AT-CN: CITY iHANAGER t;Ei Pd1`LE±MEh!{LAl'):I ~:s ~- aao.5- a,93 DR TE: JULY ?t) 2[sOr,, APF'LTCAN'.- TIME WARNER EiV"iERI'A",FhJME!VT i~i7 i_; ON HEHALF OF TIME WARNER"NY CABt_E, LLC., "7f-sG0 CRESCENT E:YECU'7I VE C7i2Tl~F= CHHRLOTTE, PdC 28c?17 WL= HE. k'ELi`I ISSUE QUR 7RREVOC ABLE STANDPY LETTEI? i7F is laEd~7"T =i'J 'r'GIUR FA~~`Oft. UUR REFS RENCf- NV. SUi; i:!I62Ea6 ~1CCCIJNT OP: TTNIE:' WARNER EM1ITERTAT;VMENT CI:, L.: i:ilV BEHHLF OF TIME WARNER NY CAF!.. E:. L.i_C.> 7SDD S:RESCENT EXECiiTT4'f-= DRIVc: CHARLOTTE, NC. 2Sc^.1 A',iATL1i Ft_E WITH: i;URSEi..'J k".':: DF?AF'TS AT SIG'rl-f iJRAWN i:N l'HE BAIVK OF NEbi YORK. FIE::W YORH, hIY AS INDICATED BELOW 1~~~ THE e[X-TENT OF; E::iPIRY DATE: PI_.ACi CiF EXPIRY: JULV 31 2CCi7 OUR COUN. 1".FRS ADDETIONAi_. I)ETASLS: iJL-: ARE INFORMED BY OUR CLI~.IVT THAT: "TFIIS LETI"E ri I7F. CRED"~i T;.; .:GSUt=f~ AS REC3L!IRED E:}' THE 1=RANCHISE AGREEMENT EETWEEN TIME: WARNER IVY CAEsLE I_LC„ AND THE CITY OF SANTA AIVA DATED .1'JLY a1., _. iiC6' . FUNDS UNDER THIS LETTER OF CREDIT ARE AVATt.C?PLE- TO BE,'VEFI::IARY ACiAINST PRESS"NTATIOP.I OF THE FOLLOWING DOCUMENTS AT SIGHT OhJ !JF' ftEFORE 'iHE F_XPIR'r DATE OF THIS INSTRUMI:::NT AND IN A:~GOR!:?AiVf:= WT:?!-t TFiE' TERMS AND CONDITIO7JS OF THIS LETTER OF' CREDI?~: 1. BENE.FTCIARY'S :=IGHT i~RAFT(S? DRAWI4 ON US, r) A LETTER PURPORTEDi_V SIiiNED BY AN OFFIC.TAL OF THE CI'f"`f OF- tANTFd ANA Sl"ATI.NG:, "A,. THE: LICEiVSEE HAS '~AIi_ED TO h'r°vY THE: :;IT`S AM1.7iiNTS iJUEi "Ti] TI-{[- CIT}' UNDER T'HF_ TERMS OF THE t_ICENSF_. L'„ 'CHE' CI'T'Y HAS NiJT.IFIED THE LICENSEE I?! WRITINi3 OF THE RE-A~ON LETTER OF CREDIT DEPARTMENT 107 BARCLAY ST: Blh FLOOR. EAST NEW YOLK, N.Y 1028&1238 _ 2 _. ~UF, l_ET~T ER DF CRECIT SOOO16rZ2c TIME WARNF_R ENTERTAINME.NI CD '...~ SUC'- AMOUNT IS DVE r?tJD OWING TO THF_ CITY, ~-tt.li: _. THE LICENSEE HAS FRII_r'C TD ^rAY BE'VQND T1-IE GRACE PERT^D AS SP~'TC IFIEC IN THE AGREEMENT," 1"F I5 A (.ONDITIDN DF THIS LETTER DF CREDI I' THAT IT SHALL Itl=. ^EEMED AUTOMATICAi_Ll' EX7EJDED WITHOUT WRITTEN AMENDMENT FOk ON~7_: !ll YEAR FROM THE PRESF_NT OR ANY LUTURE EXPIRY DATE IJNLrSfi A. LEAST THIRTY (3OJ DAYS PRIOR TO SUCH EX.PIRA?ION i.iATE, WE NOT]:F`r vOIJ IN WRITING AT THI ABOVE ADDRES'S BV P,EGTSTERED MAIL. OR B'r !:OURIER SERL'ICE THAT WE El_ECT NCT TO RENEW THZS LETTER OF CREDIT I'OR AN'ti SUCH ADDI1":;TONAL PERIDD(5). AP~TF_R YOUR Rf_"CFIPT OF Sit~::H WRITTEN NOTICE OF NOhJ-RENEWAL FROM US BUT ^N OR BEFORE THE THEN CVRREN' EXPi RATIO( DATE HEREOF YDU MAV DRAW VF TG THE F~~rLJ_ REMAINING BALANCE OF THIS LETTER DF CREDIT EY PRESE_tJTATIi7N OF THE FOLLOWING DOCUMENTS: A. THE: OP.I CiINAL STANDBY 1_F_TTER OF- CREDIT, B. DRAFT pN US AT SIGHT, AND C, A LET'(ER PUF.FDRTEULY --IGhJF_D Br AiVY OFFICIAL DF THE CITY OF SANTA r?NA READIiJG A5 FOLLOWS: "WE ARE IN RECEIPT OF WRITTEN NO"FICE FROM THE BANK GF NEW YORI< OF ITS ELECTION NOT TO RENEW .i TS LETTER OF CREDIT iVC. SGOOY6226 FOR AN ADDITIONAL TERM DF DNE VEAR, AND AS OF THE LATE 'F THIS DRAWIIVG WE HAVE NOT RECE:IVEP AN ACCEPTABLE REFI_ACEIaF_:NT LETTER OF CREDIT FROM THE APPLICANT AND TIME WARtJF_R NY CABLE. L~_C CONTTNU,~S TO BE OBL.ZGATED TD VS UNDER THE 'F'RANCHISE AGREEMENT'." IN ANV EVENT, THIS LETTER OF CREDIT SHALL tJOT Ff E! EX?ENDED BEYOND ITS FINAL EXPIRATION DATE OF ,JULY 31. %=.Ot :. .. THIS LETTER OF CREDI?~ SETS FORTH IN FULL THE TERMS OF OUR !.iNDERI"BRING 'i0 YOV, BUT NOT ANV DF i]UR RIGHTS (WHETHE=R uNDEi 14 APPLICABLE LAW OR OTHERWISE7. OUR UNDERTAKING TD YOU, BUT ^;0?" ANY OF DUR RIGHTS (WHETHER UNDER APPLiCA'd l_E LAW OR D?HERWISiE). iHALL IJOT IN ANYWAY FE MODIFIEC, AMENDED, AMFLIF'TED BY REFSRENi: F: T1J AIVV DOCUMENT, INSTRUMENT OR AGREEMENT Ri=FI:BRED TO IN THi: LETTEP. OF C'REDiT OR TO WHh"". F! THIS LETTER OF CREDIT RELATER, Al~ifl ANY SUCH REFERF_-NCE SHAI_.1_ hiOT BE DEEMED TD INC OR P(J(JRATE SN THIS i_ETTER ^F CREDIT, E+Y REFERENCE OR GTHEP.WISE, ANV SUCH DOCUi~tEPdT, TN5'?RtiMEfJT C= .',i,RE'i,:MEn~; . ~RAF'S ~:'tUST BE DRAWN AND PRi SCNTEU ~O US AT OUR Ci. rICE U riT-ED r F iC~i dARCLRY STRF_ET, NEW fC'RK, NF_W YORK LJ2B6 Ai fN: MRN('iER, '~"ANDHV LETTER OF CREDIT DEPT . FLOOR S Er 1T, NOT CA RL It_.R r1r+'J T1E DATE THI5 LETTER OF CREDIT BECOMES CPt-..RATIVF AS HERE IN1-~F~T E'R STATED, BUT IN AtJY EVENT, NOT Lr'1TER THAN JULY 31, ?G(}7, DR AhiY ~ AUTOMATICALLY EXTENDED DATE THROUGH JULY 31, 2011, AS PP.OVIDE.C 4-'OR HE :EIN. CRAFlS HEREUNDER MUST BE MARKEG; "DRAWN UND'r.R ?'HE RANK ,~F IV~~IJ '%ORk IRREVOCABLE LETTER OF CREDIT NO. SOOO16226." ~! R!(7TWITHSTANDING ANYTHING 7"O THE CONTRARY C'7N"PAINED HER_iiV, rA) E8+ T~:N DCT-(;60605--905=.300 BMSL. PSN 1811 ~ ;39i:21'~,t-_, 'e r.~~ p I k~ 3 } ~ rr S, r z P - _ '. LETTER OF CREDtT DEPARTMENT 101 [3ARCEAYST., 8th FLOOR, EAST NEW YORK, M.Y. 10286-1238 3- Ot1R [_ETTER DF CREDIT SOC01622~ TIME WARNER ENTERTA:I i:fMF_hJT CD i_f THIS 1_ETTEF' OF CREUlT SHALL ONLY BECOME EFFECTIVE BY AMEIVllME.N7 HERETO UPON Ol1R RECEIPT OF A DATED ANDWRI7TEN NDTIFICA~!'ION 1=RUM TitiE f~PPLICAPIT, PURPORTEDLY SIGNED BY ONE DF THEIR REPRESENTATIVES, STATING 7HEREDN THAT "THE CLDSiNG [THE_ "CLOSING") OF THE TRANSACTIONS CONTEMPLATED BY THAT CERTAIPa ASSET PURCHASE AGREEMENT DATED APRIL 20, 2005,H5 AMENDLD, BE'(WEEN ADELPHIA COMMUNICATIONS CDRPORATTON AND.TIME WARNER M' CABLE, LLC. HAS TAKEN PLACF_, AND (P) UNLESS AND UNTIL THE ~TTME WE ARE NOTIFIED AS FIEREINBEFORESTATED THAT THE CLOSINGSHAt_I._ i1AL'E OCCURRED AND THE CREDIT HAS BEF_}V AMENDED HY tJS :•iS STIPULA'TEU ABOVE, THE BENEFTCIARY SHALL NOT HE ENTSTI_ED "(0 DRAW iJPON THIS LETTER OF CREDIT AND THE BANK AND THE API~LZCANT SHALL.. HAVE:: ND LIRbZCITY HEREUNGER. t'HTS LETTER OF CREDIT ZS SiJBJECT TO THE UNIFORM CUSTOM:; ANi7 PRACTICE FOR DOCUMENTARY CREDITS (1943 REVISZONJ, INTERNATIONAL. CHAMBER DF COMMERCE, PUHLICATIORI N0. 500. YOURS VERY ~FRUL`f, ~~~ ~"~'"^ ""I A VTHCIRT'LED SIGNAT'J RE v , c~ ^ 'MARSH C ERTIFICATE OF INSURANCE CERTIFICATE NUMBED >. NYC-002528990-04 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS MARSH USA, INC. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 1766 AVENUE OF THE AMERICAS POLICY. TXIS CERTIFICATE DOES NOT AMEND, E%TENO OR ALTER TXE COVERAGE NEW YORK, NY 10036 AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE ~- ' COMPANY A ACE AMERICAN INSURANCE COMPANY INSURED COMPANY TIME WARNER NY CABLE LLC B ACE INA INSURANCE COMPANY DBA TIME WARNER CABLE LA - CA REGIONAL OFFICE coMPANv 550 N. CONTINENTAL BLVD. C NATIONAL UNION FIRE INSURANCE CO SUITE #250 EL SEGUNDO, CA 90245 [~ ~ / q COMPANY ~ ~ y `(,'1Ld/L~ p7 /,3 D INDEMNfTY INSURANCE COMPANY OF NORTH AMERICA Y ~ THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN NAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWRHSTANDING ANY REpUIREMENT, TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAV BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED RY PAID CLAIMS. CO TYPE OF INSUPA NCE POLICY NUMBER POLICY EFFECTIVE POLICY E%PIPATION LIMITS L"R OATS (MMIODIVY) DATE IMMIODIYY) A GEN ERAL LABILITY HDO 621733647 06/01/06 06/01/07 GENERAL AGGREGATE $ 20,000,000 B X COMMERCIAL GENERAL LABILITY CGL 322697 (CANADA) O6/01IO6 06/01/07 PRODUCTS-COMP/OP AGG $ INCL ABOVE CLAIMS MADE OCCUR PEft50NALb ADV INJURY $ 3,000,000 OWNER'S 8 CONTRACTOR'S PROT EACH OCCURRENCE $ 3,000,000 FIRE DAMAGE (Any onafire) $ 1,000,000 MED EXP An ana rson $ 10,000 A AUT OMOBILE LIABILITY ISA H08223245 06/01/06 06/01/07 COMBINED SINGLE LIMB $ 5,000,000 B X ANV AUro CAC 424436 (CANADA) O6/01/06 06/01/07 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per parson) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Pat accitlanp PROPERTY DAMAGE $ GAR AGE LIABILITY ~ ~~ AUTO ONLY-EA ACCIDENT $ ANV AUTO l.C i J OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ C Ezcess LIABILITY BE 4485421 06/01/06 06/01/07 EACH OCCURRENCE $ 10,000,000 X UMBRELLA FORM AGGREGATE $ 10,000,000 OTHER THAN UMBRELLA FORM $ D WORPERS COMPENSATION AND WLR 044439773 (ADS) O6/O7/O6 06/01/07 A TH EMPLOYERS'UABILITy X TORY LIMITS ER _ A WLR 044439797 (CA) O6/O7/O6 06/01/07 EL EACH ACCIDENT $ 2,000,000 A THE PROPRIETOR/ PARTNERSIEXECUTNE INCL SCF 044439815 (W I) O6/07106 06/01/07 EL DISEASE-POLICY LIMIT $ 2,000,000 OFFICERS ARE: E%CL EL DISEASE-EACH EMPLOYEE $ 2,000,000 TXER DESCRIPTION OF OPERATIONSILOCATIONSIVEXICLESISPECIALITEMS THE CIN OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED UNDER THE GENERAL LWBILITV AS RESPECTS TO THE OPERATION OF THE NAMED INSURED. COVERAGE IS NOT EFFECTIVE UNTIL 7/37/06. 'CERTtF1CATE HOl,OER: •' = ?. - ~~: .~.; ~; <.. ,' _ :.CANCELLATION '' ~- -_ v;. SHOULD ANY OF THE POLICIES OESCRIBEO XEflEIN BE CANCELLED BEFORE ME E%PIRATION GATE iXEREOF. THE INSURER AFFORDING COVERAGE WILL EAifPGUGWIMCn MAIL ~D OATS WRITTEN NOTICE TO THE CITY OF SANTA ANA ' CN3, PARKS & RECREATION DEPT. CERTIFICATE HOLDEfl NAMED HEREIN, E1~N~DfYMQICP4~ .I'IIS.~LIX~NAa1Y1WXIS%XWL)6AYI~WX}N ATTN: KATHY BOWERS NXiN511XNX%RXAX~(Ip E 888 W. SANTA ANA BLVD, 2ND FLOOR x%:exxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx SANTA ANA CA 92702 , MAPSN USA INC. Br: Ricki FiBSimmons ~[y.f: ?;~,;::_ ., . ,;~, ; ~ ~. ~; MM1(9/02) ='~ VALID AS OF: OB/10/O6 Policy No.: HDO 621733647 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 7/31/06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: CITY OF SANTA ANA CTV3, PARKS & RECREATION DEPT. ATTN: KATHY BOWERS 888 W. SANTA ANA BLVD, 2ND FLOOR SANTA ANA, CA 92702 THE CITY OF SANTA ANA, ITS OFFICERS, AGENTS, VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSUREDS. (If no entry appears above, information required to complete this endorsement will be shown in the Declaration as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to included as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. ~~ ~~, CG 20 26 11 85 Copyright, Insurance Services Office, [nc. 1984 Page 1 of 1 n ADDITIONAL INS[IREI) ENDORSEMEN"f FOR COMMERCIAL GENL.RAL LIABILITY POLICY Lnsurance Coutpany ACE ADnRiCAN INSURANCfi COMPANY This endorsement modifies such insurance as is afforded by the provisions of Policy H40 G2I733b47 relafittg to the following: l . Tlie City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Calitbrnia 927(11; its officers,. employees, agents, volunteers and representatives are named as additional insureds ("additional insureds"} with rebazd zo liability and defense of suits arising from. tho operations and uses performed by or on behalf ofthe named insured. 2. With respect to claiins arising out of the operations and uses performod by or an behalf of file named insured, such inst}rahce as is afforded by this policy is primary and is not. additional to or contributing. with any other insuratce carried by or far the benefit of the additional insureds. 3. This insurance applies separately to each instired against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person ar organization. as an insured shall notaffect any right which suchperson oYOr~anization would have asa claimant ifnot so included. 4. Witlt respect to the additional insureds, this insurance snap nat tie cancelled, or materially raduced in coverage or limits cxcapt after thirty (30) days written notice has been. given. to the City of Santa Ana, 20 Civio-Ccnter Plaza, Santa Ana, California 92901. (Completion of the following, including countersignature, is requiredtn make this endorsement cffectiva.) --r- Effective ~,~J)~~ ~ '~~A}(~ - , ~J,~;~(~1-~~ this endorsement form as a part of .Policy # (r}~ •: ~i~tAZtJ '(. `_ ( (, l i i Issued to I i(Yll r h' ~ i ~LZ ~' C~1"~(f 1117' ~^t~l ~t`7f~' R \"(f {'~~~, G11~ (~::1 l Cauntersigned by _ ~ ,~ ~ I ^ r -T ~~ (,'~ tharized Representative ` __/ ~y>,jl,/ ~; ~~'~~IR~H ' I CERTIFICATE OF INSURANCE GERTIFICATENUM9ER NYC-002528990-OB pR00lx:R~ TFMS CERTIFICATE IS ISSUED As A MATTER Of INFORMATION ONLY AND CONFERS C.?~''~ L' ~A, I~IC. No RIGHTS UPON THE CERTIRCATE }iOLDER OTHER THAN THOSE ~ROYIOED IN THE `' E6 AVENUE. OF THE AMERICAS POLICY. THIS CERTIFlCATE DOES NOT AMEND, E)tTEND OR ALTEF THE COYERAOE °1J `'`CRK, NY 10036 AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVER~.(3E _ _ COMPANY A ACE AMERICAN INSURANCE COMPANY _- ,~~ INSUR?D ~~~~~^ COMPANY TIME WARNER NY CABLE LLC B AGE INA INSURANCE COMPANY --' CBATIME WARNER CABLE _°' L4 - C,~ =tEGIONAL OFFICE COMPpxY 9C N. CONTINENTAL BLVD. C NAT[ONAL UNION FIRE INSURANCE CO c. 3EGUNDO, CA 90245 COMPANY D INDEMNITY INSURANCE COMPANY OF NORTH AMERICA CONFRAGES - T.^. C2F.'1FY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAYS BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PE ZIOD INDIGATEO. - - -' "S^C'~E~~2n'T TERM OR CONDnTON OF ANY CONTRACT OR OTHER DOCUMENT WITH RE5PECT TO YJHICN THE CER7IFIGATE MAY BI i ISSUED OR MAY ^''F7RD~D BY THE POLICIES DESCRIBED HEREIN f3 SUBJECT TO ALL THE TERMS. CONDR10N5 AND EXCLUSIONS OF SUCH POIH DES AGGREGATE .3 E'' RECUCED BY PAID CLAIMS. POIJCY EfFECTVE POLICY EXPIRATION ~ '`IP`± 0~ INSURANCE POLICY NUMBER _ , . UNITS DATE (MMIDQlYY1 DATE LMrvnomrl 'I ' A <;^VEFq!.L'A3MJTY HDO 623726051 06/01!07 06!01108 GENERAL AGGREGATE $ 20,000,000 '; )'-"=':C'A'_ ~ENEFAL LIABILITY CGL 322897 (CANADA) 08/01!07 06!01!08 ~ PRODUCTS • COU?/OP AGG $ - INCL A80VE :I, '~' MADE ~ OCCUR ~ 3,000,000 PERSONAL 6 ADY INJURY $ ` _ __ ~ ^' Vn'ER": E, CONTFACTO R'3 PRO7 _ EACH OCCURRENCE $ 3,000,000 _ PtRE DAMAGE (Any one he $ 1,000,000 Y MED EXP one n $ 10.000 A~ eiLE LIA~UTY I SA F108231655 06101/07 Q6f01/08 5 000 000 , , COMBINED SINGLE LIMIT S ~ _` A~IYAUTO CAC 424436 (CANADA) 106/01/07 06/01/08 - .i'.! OV/!~EOAUTQS BODILY INJURY S .? ".}' _: C .KC AJT03 (P!f p,:fSOn) n id! ti.iCS _^' 7~ //~~ Ti~~I1.ll !1 i~ % !°.:5 f 'rt ! ~ ~ ~ ~ ;,, ;',. t BODILY INJURY S NON-OvYNEDAUT05 ~,. , ~ {Peraccldentl _ / ~ I i ~ ' ~ PROPERTY DAMAGE .,,.... ____._..~... ; ~,'X „ - AUTO ONLY • EA ACCIDENT S _ A'~Y AU"O !/' OTHER THAN AUTO ONLY; / EACH ACCIDENT $ _ ~ I ! _ AGGREGATE $ „~ .. ~ -°acQQ 1 IAg117Y BE 9834947 06/01/07 06/01/08 ~ EACH OCCURRENCE ~ 10,000,000 I AGGREGATE ~ 10,000,000 - .. ''-~' 3arON AND - WLR CA4470164 (ADS) 06/01107 06/01/OS ~ X TORY LIMITS ~ FR WLR 044470172 (CA) 06/01!07 06!01106 ~ 6L EACH ACCIDENT S 2,000,000 A ' ~ G'..; _'~ J ~ ~ INCL SCF 044470159 (WI) 06/01!07 06/01/06 EL 013EASE-POLICY LIMIT $ 2,000,000 , ,~rx rRS/Er.ECLrrwE iO-!CFJ~3 ARE: EkCI EL DISEASE-EACH EMPLOYEE S 2,000,000 I DE:,GF I i`I ON OF OPERATiOHSfLOCATiON9/VEFtlCLE9/9PECIK f1'EM9 THE CITY OF SANTA ANA, ETS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED UNDER THE GENERAL LIABI'_'T`f AS RESPECTS TO THE OPERATfON OF THE NAMED INSURED. COVERAGE IS PRIMARY INSURANCE WITH RESPEC T TO THE 'i~-"='~.-:ST OF THF_ ABOVE, ANY OTHER INSURANCE MAINTAI NED BY THE ADDITIONAL INSUREDS IS EXCESS AND NON-CONT1tIBUTORY. "_' \'~'~'CI~`ER CANCELLATION BHO~IU] ANY OF THE POUr:lE3 ]ESCRIBE~ MEREIK BE CANCEUFC BEPOriE TH!! ~7fPIRAT10N OATS T1+EREOF, TT1t !NSUR[R APRORDING COVERAGE Vr1LL E~~ MAC _,~ oAr s wR,rreK Konce ro irk CITY OF SANTA ANA CTV3, PARKS 8 RECREATION DEPT. cExnFrcATe Ho~oa: ruMeo HER[IK. A"'"N' KATI-IY BOWERS KXI1>K E 866 W. SANTA ANA BLVD, 2ND FLOOR Ixxxxx~ S.~NTA ANA, CA 92702 MARSN USAINC. er: Rlckl Fitzsimmons ~.,~'~ MM1(3lQ2) VALID AS OF: 06/13/07 TOTAL P. 83 POLICY NUMBER: HDO GZ3726051 COMMERCIAL GENERAL. LIABILITY CG 20 z6 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFC7LLY. ADDITIONAL INSURED - DESIGNA'~ED PERSON OR ORGANYZATION -.'.~ e:nc oi~emez~t modifies insurance provided under the following: COMMERCIAL GENERAL LIABTT.ITX COVERAGE PART SCHEDULE l'~iame Of Additional Insured Person(s) Or Organization(s) The City of Santa Ana, its officers, employees, agents, volunteers are included as additional insured. Coverage is primary insurance with respect to the interest of the above, any other insurance maintained by the additional insureds is excess and non- contributory. a Information required to complete this Schedule, if not shown above, will be shown in the Declarations. ~ection II - W#to Is An Insured is amended to include as an additional insured the person{s) or organization(s) shown in the Schedule, but only with respect to liability fo:' "~o~3ily injury", "property damage" or "personal and advertising injury" caused, iz~ whole ~~- i17. part, by your acts or omissions or the acts or omissions of those acting on your `ehalf: t,. In the performance of your ongoing operations; or ~, In connection with your premises owned by or rented to you. CG zo z6 a~ 04 W ISM Properties, Inc., 2004 ,.~.~iy ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABII,ITY POLICY Insurance Company ACE A1~lERICAN INSURANCE OOMPANY This endorsement modifies such insurance as is afforded by the provisions of Policy # liDO G2374109A relating to the following: I . The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf ofthe named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liabi]ity. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 6/1 /08 ,this endorsement form as a part of Policy # I-IDO G2374109A Issued to TIME WARNER NY CABLE, LLC, DBA TIME WARNER CABLE ALL SUBSIDIARIES Named Insured Countersigned by ' ~ ~ ,c-1 ~tg ~` uthorized Representative --