<br />written notice by certified mail to the Grantor's City Manager. The termination date of June 20,
<br />2002, was extended by the Fourth Amendment, referenced above in paragraph (A) of these
<br />Recitals, to February 20, 2003, was extended by the Fifth Amendment, referenced above in
<br />paragraph (A) of these Recitals, to August 20, 2004, was extended by the Sixth Amendment,
<br />referenced above in paragraph (A) ofthese Recitals, to February 20, 2005, and was further
<br />extended by the Seventh Amendment, referenced above in (A) of these Recitals, to June 20,
<br />2005.
<br />
<br />D. In a transaction that was consummated on December 31, 2000, Comcast
<br />Cablevision of Santa Ana, Inc. was converted to a Delaware limited liability company, and all of
<br />the ownership interests in Comcast Cablevision of Santa Ana, LLC were transferred by its parent
<br />corporation, Comcast Cablevision Corporation of California, to a wholly-owned subsidiary of
<br />Adelphia Communications Corporation. This transaction, which involved a change of control,
<br />did not require the prior consent of the Grantor under Section 1300 ofthe Santa Ana City
<br />Charter. On February 15,2001, the name of Com cast Cablevision of Santa Ana, LLC was
<br />changed to Adelphia Cablevision of Santa Ana, LLC.
<br />
<br />E. Grantee has requested a renewal of its franchise.
<br />
<br />F. In accordance with Article II of Chapter 15 of the Santa Ana Municipal
<br />Code, California Government Code Section 53066, and the Cable Communications Policy Act of
<br />1984, as amended (47 United States Code Sections 521 et ~.), Grantor is authorized to grant or
<br />renew a franchise for the construction, operation, and maintenance of a cable television system
<br />within the City of Santa Ana.
<br />
<br />G. Grantor and Grantee have negotiated the terms of the franchise renewal,
<br />which are set forth below, in accordance with applicable law. Grantee has agreed to comply with
<br />the provisions of this Agreement and Article II of Chapter 15 of the Santa Ana Municipal Code
<br />('"Chapter IS"), as it now exists. A copy of Chapter 15 is attached as Exhibit A and incorporated
<br />by this reference.
<br />
<br />H. The Grantor's City Council has reviewed the present and future cable-
<br />related needs of the Grantor and its residents, the Grantee's record of service and its ability to
<br />carry out its obligations under this Agreement, and the Grantee's financial, legal, and technical
<br />qualifications to hold a cable television franchise, and has determined that the public interest
<br />would be served by renewing Grantee's franchise subject to the terms and conditions of this
<br />Agreement and the provisions of Chapter 15.
<br />
<br />NOW, THEREFORE, in accordance with the provisions of Chapter 15 and this
<br />Agreement, Grantor grants to the Grantee, and Grantee accepts from the Grantor, a renewal of
<br />the cable television franchise.
<br />
<br />I. RENEWAL OF FRANCHISE
<br />
<br />1.1. Parties to the Agreement.
<br />
<br />The parties to this Agreement are:
<br />
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<br />City of Santa Ana
<br />EXECUTION COPY 4/07/05
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