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CITY OF NORTH OLMSTED ORDINANCE NO. 2005-146 BY: Mayor Thomas E. O'Grady AN ORDINANCE OF THE CITY OF NORTH OLMSTED, OHIO CONDITIONALLY APPROVING THE REQUEST FOR AN ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE FROM ADELPHIA TO TIME WARNER, AND DECLARING AN EMERGENCY WHEREAS, Adelphia Cleveland, LLC, an indirect wholly -owned subsidiary of Adelphia Communications Corporation (collectively "Adelphia ") has the right to own, operate and maintain a cable system (the "Cable Franchise ") in the City of North Olmsted, Ohio, pursuant to a Franchise Agreement effective October 17, 1966 (the "Franchise Agreement "); and WHEREAS, Adelphia and Time Warner NY Cable LLC ( "TWNY ") entered into an Asset Purchase Agreement dated as of April 20, 2005 for an assignment of the Cable Franchise (the "Transfer ") from Adelphia to TWNY, an indirect subsidiary of Time Warner Cable Inc. (together with TWNY, "Time Warner "), which will hold the Cable Franchise and operate the cable system in the City; and WHEREAS, On June 15, 2005, Adelphia and Time Warner submitted an FCC Form 394 dated June 10, 2005 to the City, describing the Asset Purchase Agreement and Transfer and requesting the City's consent to the proposed Transfer; and WHEREAS, after reviewing the FCC Form 394 and other information submitted by Adelphia and Time Warner, the City determined that the FCC Form 394 was incomplete and requested additional information from Time Warner in order to perform its due diligence review of the legal, technical and financial ability of Time Warner to perform the obligations of the Cable Franchise and consider the effect of the proposed Transfer on the health, safety and welfare of the citizens of North Olmsted, and additional information was supplied by Time Warner; and WHEREAS, the City has determined to approve the Transfer, provided that certain conditions as set forth in this Ordinance are met. NOW THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF NORTH OLMSTED, CUYAHOGA COUNTY, AND STATE OF OHIO, THAT. SECTION 1: The City of North Olmsted hereby consents to and approves the request to Transfer the Cable Franchise from Adelphia to TWNY, an indirect subsidiary of Time Warner Cable Inc., provided the following conditions are met: A. Prior to completion of the Transfer, Time Warner shall provide the City with a Good Standing Certificate to do Business in the State of Ohio for TWNY. B. TWNY shall assume the obligations and requirements under the Franchise Agreement from and after the date of the Transfer. C. Within thirty (30) days of the Transfer, TWNY shall certify to the City in writing that the Transfer has been completed, and that there has been no material change in the