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EXHIBIT 10.6.60
[LOGO]
August 4, 0000
Xxxx Xxxxx Xxxxx and Recreation Association
Xxx. Xxxxxx Xxxxxxxxxxx
00000 Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000-0000
Dear Xxx. Xxxxxxxxxxx:
Columbia Associates, L.P., a Delaware limited partnership ("Columbia") is a
party to an Agreement with you, dated January 15, 1982, ("the Agreement"), in
connection with its operation of a cable television system serving the
communities of Xxxx City, Lake Ridge, Woodbridge, Fort Belvoir, Triangle,
Dumfries, Quantico, Occoquan and Prince Xxxxxxx County, Virginia (the
"Systems"). Pursuant to an agreement (the "Purchase Agreement") dated as of June
30, 1995, Columbia agreed to sell substantially all of the assets employed in
the System to Xxxxx Intercable, Inc. a Colorado corporation, or its permitted
assigns ("Xxxxx").
We hereby request your consent to the assignment, transfer and conveyance by
Columbia to Xxxxx (and to subsequent assignments to and among affiliates of
Xxxxx) of all of Columbia's rights, obligations and liabilities under the
Agreement from the date of the closing of the transaction, going forward. Kindly
execute the enclosed copy of this letter, and return it to us in the enclosed
postage paid pre-addressed envelope, to evidence your acknowledgement and
consent to the following:
1. There is no known uncured material default by Columbia which would cause a
forfeiture of the rights granted to Columbia under the Agreement and the
Agreement is valid and in full force and effect at the date hereof.
2. You hereby consent to Columbia's assignment to Xxxxx (and to subsequent
assignments to and among affiliates of Xxxxx) of all of Columbia's right, title,
and interest in and pursuant to the Agreement, all of which right, title and
interest shall be vested in Xxxxx effective upon the closing of the transactions
contemplated by the Purchase Agreement.
3. You hereby consent to the grant by Xxxxx and/or any affiliate of Xxxxx now or
hereafter having any interest in the Systems or the Agreement of a security
interest in all of its right, title, and interest in and pursuant to the
Agreement to such lending institution or institutions as may be selected by
Xxxxx or such affiliate, which institution or institutions shall have all of the
rights and remedies of a secured party under applicable law.
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We would appreciate receiving your consent as soon as possible. If you have any
questions, please do not hesitate to call xxxx Xxxxxxxx or Xxxxxx Xxxxx at (703)
670-0189 extension 231.
Sincerely,
/s/ XXXX XXXXXXXX
COLUMBIA ASSOCIATES, L.P.
a Delaware limited partnership
d/b/a Columbia Cable of Virginia
By: COLUMBIA INTERNATIONAL, INC.,
a Delaware corporation and its managing general partner
Name: /s/ [ILLEGIBLE]
---------------------------------------
Title: Vice President
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Date: August 24, 1995
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CONSENTED AND AGREED TO:
By: Lake Ridge Parks and Recreation Association
Name: /s/ XXXXXXX XXXX
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Title: President
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Date: 15 Aug 1995
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NOTICE OF CLOSING DATE
To: Lake Ridge Parks & Recreation
Association, Inc.
You are hereby given notice that the closing of the sale of the assets of
Columbia Associates, L.P. ("Columbia") to Xxxxx Communications of Virginia,
Inc., formerly known as Xxxxx Intercable of Alexandria, Inc. ("Xxxxx") occurred
and was effective as of November 29, 1995, and that the Agreement between Lake
Ridge Parks and Recreation Association, Inc. ("Lake Ridge") and Columbia (the
"Agreement") dated January 15, 1982, and approved for transfer to Xxxxx by that
certain Letter Agreement dated August 4, 1995 and executed by Lake Ridge on
August 15, 1995, was transferred to Xxxxx as of November 29, 1995.
XXXXX COMMUNICATIONS OF
VIRGINIA, INC. f/k/a Xxxxx
Intercable of Alexandria, Inc.,
a Colorado corporation
By: /s/ XXXXXXXXX X. XXXXXX
--------------------------------
Xxxxxxxxx X. Xxxxxx
Vice President
Dated: December 12, 1995
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EASEMENT AGREEMENT
BETWEEN
LAKE RIDGE PARKS & RECREATION ASSOCIATION
LAKE RIDGE, VIRGINIA
AND
COLUMBIA ASSOCIATES, L.P.
D/B/A
COLUMBIA CABLE OF VIRGINIA
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EXHIBIT 2
AGREEMENT
BETWEEN
LAKE RIDGE
PARKS AND RECREATION ASSOCIATION, INC.
AND
XXXXXX BROS. MANAGEMENT CORP.
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AGREEMENT BETWEEN LAKE RIDGE PARKS
AND RECREATION ASSOCIATION, INC. AND
XXXXXX BROS. MANAGEMENT CORP.
TABLE OF CONTENTS
PARTIES P. 1
RECITALS P. 1
1. EASEMENT RIGHTS P. 3
2. EXCLUSIVE RIGHTS P. 3
3. TERM P. 4
4. RENEWAL P. 5
5. FEE P. 6
6. CABLE TELEVISION SYSTEM PROPOSAL P. 9
7. INSTALLATION P. 10
8. SUBSCRIPTION FEES AND RATES P. 11
9. RESTORATION AND CLEAN-UP P. 11
10. LOCAL OFFICE P. 12
11. BOOKS AND RECORDS P. 13
12. ADMINISTRATIVE FILINGS P. 13
13. PERMITS AND FEES P. 13
14. COMPLIANCE WITH LAWS P. 14
15. INDEMNIFICATION P. 14
16. INSURANCE P. 15
17. REPRESENTATIONS AND WARRANTIES BY LRPRA P. 16
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18. RIGHT OF TERMINATION P. 16
19. TRANSFER OF OWNERSHIP P. 17
20. PROTECTION OF PRIVACY P. 17
21 INDEPENDENT CONTRACTOR P. 18
22. WAIVER P. 18
23. NOTICE P. 18
24. SEVERABILITY P. 19
25. APPLICABLE LAW P. 19
26. AMENDMENT P. 19
27. RELATIONSHIP BETWEEN PARTIES P. 19
28. CAPTIONS P. 20
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AGREEMENT
THIS AGREEMENT is made and executed this 15th day of January, 1982, by and
between LAKE RIDGE PARKS AND RECREATION ASSOCIATION, INC., a nonprofit Virginia
corporation (hereinafter referred to as "LRPRA"), and XXXXXX BROS. MANAGEMENT
CORP., a Maryland corporation (hereinafter referred to as "Grantee").
***** W I T N E S S E T H *****
WHEREAS, LRPRA is a nonprofit Virginia corporation created under the terms
of a certain Declaration of Covenants, Conditions and Restrictions, dated March
29, 1972 and recorded among the land records of Prince Xxxxxxx County, Virginia
in Deed Book 625 at page 443 (hereinafter referred to as the "Declaration").
WHEREAS, under the terms of this Declaration, LRPRA was granted certain
ownership interests in a certain parcel of real property made subject to the
Declaration therein, located in Occoquan Magesterial District, Prince Xxxxxxx
County, Virginia, and containing approximately 2161.70398 acres of land, as
described with more particularity in Exhibit A hereto (hereinafter referred to
as the "Property").
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WHEREAS, Article IV, Section 2S of the Declaration created certain blanket
utility easements upon, across, over and under the Property for ingress, egress,
installation, replacement, repair and maintenance of utility and service lines
and systems, including, but not limited to, television, cable and communication
lines and systems, subject to the approval, authorization and consent of the
Board of Directors of LRPRA.
WHEREAS, Grantee desires to obtain the approval, authorization and consent
of LRPRA to install, maintain and operate a cable television system on the
Property and use the above-described blanket utility easements upon, across,
over and under the Property for ingress, egress, installation, replacement,
repair and maintenance of utility and service lines and systems in connection
therewith.
WHEREAS, LRPRA has agreed to provide its approval, authorization and
consent to Grantee to install, maintain and operate a cable television system on
the Property and use the above-described blanket utility easements, subject to
certain terms, conditions and restrictions to be described herein.
WHEREAS, it is now the desire and express intention of the parties to set
forth in writing the terms of their agreement and to define and describe their
respective rights, duties and obligations thereunder.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
provided herein, the receipt and sufficiency of which are acknowledged by both
parties, LRPRA and Grantee contract and agree as follows:
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1. EASEMENT RIGHTS: In consideration of the mutual covenants and
undertakings provided herein; LRPRA does hereby approve, authorize and consent
to the use by Grantee of the blanket utility easements created by Article iv,
Section 2S of the Declaration of Covenants, Conditions and Restrictions, dated
March 29, 1972 and recorded among the land records of Prince Xxxxxxx County,
Virginia in Deed Book 625 at page 443, upon, across, over and under the Property
for ingress, egress, installation, replacement, repair and maintenance of
utility and service lines and systems, including television, cable and
communication lines and systems, in connection with the installation, operation
and maintenance of the cable television system contemplated under the terms of
this Agreement (hereinafter referred to as the "cable television system"). LRPRA
covenants and agrees that during the term of this Agreement, it shall not
approve, authorize or consent to the use of these said blanket utility easements
by any other person, firm or corporation for the purpose of installing,
operating or maintaining a similar or competing cable television system, without
the prior written approval of Grantee, in its sole and absolute discretion.
2. EXCLUSIVE RIGHTS:
A. In consideration of the mutual covenants and undertakings provided
herein, LRPRA does hereby grant to Grantee for the term of this Agreement,
the exclusive right, authority and franchise to erect, install, construct,
reconstruct, equip, own, test, replace, repair, use, maintain, operate and
dismantle
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cable television and communication lines and systems within the confines of the
Property, subject to the terms and conditions set forth in this Agreement.
LRPRA covenants and agrees that during the term of this Agreement, it shall not
grant to any other person, firm or corporation the exclusive or non-exclusive
franchise or right to install, operate or maintain a similar or competing cable
television system within the confines of the Property, without the prior
written approval of Grantee, in its sole and absolute discretion.
B. No provision of this Agreement shall alter or affect Grantee's
ownership, during the term of this Agreement or upon any termination hereof, of
all cables, equipment, facilities, fixtures and improvements installed,
constructed or maintained by Grantee in connection with its cable television
system.
C. This Agreement shall constitute approval by the Board of Directors
of LRPRA of the installation within the easements, as described in Paragraph 1,
supra, of cable television and communication lines and systems at Lake Ridge.
3. TERM: The term of this Agreement shall be for an initial period of
fifteen (15) years from the date of final execution of this document by the
parties, subject to the provisions of this Agreement relating to renewal, set
forth in Paragraph 4, infra, and rights of termination, set forth in Paragraph
18, infra.
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4. RENEWAL:
A. The term of this Agreement and all of the rights, duties and
obligations of the parties hereunder may be renewed and extended by LRPRA and
Grantee for an additional term of fifteen (15) years. Such renewal of the term
of this Agreement must be approved in advance by the Board of Directors of
LRPRA, but such approval may not be unreasonably withheld by the Board.
B. Prior to the approval or disapproval of any proposed renewal or
extension of the term of this Agreement, LRPRA shall establish a specific time
and place for a Special Meeting of its Board of Directors to review the
performance of Grantee during the prior term, to consider any proposed
amendments, alterations, modifications or changes that may be requested by
LRPRA or Grantee to the provisions of this Agreement, and to determine the
feasibility of the proposed renewal or extension of the term of this Agreement.
LRPRA shall provide Grantee with at least thirty (30) days' written notice of
the proposed time, place and reasons for any such meeting and shall provide
Grantee with an adequate opportunity to present evidence, opinions and
arguments on the issues to be decided.
C. If Grantee has been in reasonable compliance with the terms and
conditions of this Agreement, the Board shall approve a renewal and extension
of the term of this Agreement for a period of fifteen (15) years, subject to
such additional terms and conditions as the parties may deem advisable.
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D. If Grantee has not been in reasonable compliance with the terms and
conditions of this Agreement, the Board may disapprove any proposed renewal or
extension of the term of this Agreement.
5. FEE:
A. In consideration of the grant by LRPRA to Grantee of the Exclusive
franchise and right to install, operate and maintain the cable television
system within the confines of the Property during the term of this Agreement,
the administrative services to be rendered by LRPRA to Grantee in connection
with the installation, operation and maintenance of this system, and the
further mutual covenants and undertakings provided herein, Grantee shall pay to
LRPRA a fee as follows:
(1) The term "Basic Subscriber Revenues" is defined as all payments
made to Grantee by direct home subscribers for Basic Service (as defined
herein), specifically excluding any revenues received from subscribers for
optional services and any revenues received from sources other than direct home
subscribers. "Basic Service" is defined as the minimum charge paid by direct
home subscribers to Grantee for the minimum level of cable television service.
(2) The fee shall commence upon the date Grantee first provides
cable television service to a subscriber in Lake Ridge. The fee for each
quarter shall be due on the 15th day of the month after the expiration of each
calendar quarter.
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(3) Until such time as sixty percent (60%) of all housing units
passed by Grantee's cable system have subscribed to the Basic Service, Grantee
shall pay to LRPRA an amount equal to three percent (3%) of all Basic
Subscriber Revenues received by Grantee.
(4) At such time as sixty percent (60%) of all housing units passed
by Grantee's cable system have subscribed to the Basic Service, the total
amount due LRPRA shall equal (1) three percent (3%) of the Basic Subscriber
Revenues received by Grantee from sixty percent (60%) of the housing units
passed and (2) four percent (4%) of the Basic Subscriber Revenues received by
Grantee from the percentage of housing units passed in excess of sixty percent
(60%).
(5) At such time as seventy-five percent (75%) of all housing units
passed by Grantee's cable system have subscribed to the Basic Service, the
total amount due LRPRA shall equal (1) three percent (3%) of the Basic
Subscriber Revenues received by Grantee form sixty percent (60%) of the housing
units passed, (2) four percent (4%) of the Basic Subscriber Revenues received
by Grantee from the percentage of housing units passed in excess of sixty
percent (60%) but less than seventy-five percent (75%), and (3) five percent
(5%) of the Basic Subscriber Revenues received by Grantee from the percentage
of housing units passed in excess of seventy-five percent (75%).
B. If Grantee provides Basic Service to housing units in any
subdivision located adjacent to Lake Ridge, Grantee shall also pay to LRPRA a
percentage fee of the Basic Subscriber
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Revenues received by Grantee from such housing units, with such fee to be
computed under the formula contained in subparagraph A of this Paragraph 5;
provided, however, that no such fee shall be due LRPRA unless all of the
following conditions are satisfied:
(1) Such housing units are served from and by the same "head-end"
serving Lake Ridge;
(2) Grantee is not obligated to pay to any other granting
authority, association, corporation or other entity of any type, whether
governmental or otherwise, in order to provide cable television to such housing
units, any fees for any reason which would represent a percentage of any form
of the income of Grantee; and
(3) LRPRA has used and continues to use its best efforts to assist
Grantee in obtaining any rights or permissions necessary to provide cable
television to such housing units.
C. All fees due hereunder shall be paid by Grantee to LRPRA within
fifteen (15) days after the expiration of each of the fiscal quarters of
Grantee's fiscal year. In the event that any fee payment is not made by Grantee
within the time prescribed herein, all such unpaid principal amounts shall bear
interest from the said due date in accordance with the applicable judgment rate
of interest in effect in Virginia at that time, now fixed by Section 6.1-330.10
of the code of Virginia at ten percent (10%) per annum.
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D. In the event that Grantee continues to receive any additional
revenues from the operation of the cable television system after the expiration
of the term of this Agreement, Grantee shall remain obligated under the
provisions of this Paragraph to pay LRPRA the applicable fees on all such
revenues so received up until the final termination of the operation by Grantee
of this system.
6. CABLE TELEVISION SYSTEM PROPOSAL:
A. Grantee covenants and agrees to install, operate and maintain a
cable television system on the Property during the term of this Agreement for
the use, benefit and enjoyment of LRPRA and its members. This cable television
system shall be installed, operated and maintained by Grantee in accordance
with the terms and conditions of this Agreement and in substantial compliance
with a certain written Proposal prepared by Telesystems Development, Inc.,
submitted to LRPRA by transmittal letter dated October 28, 1981 from Xxxxxx X.
Xxxxxxxxx. A copy of this Proposal is attached hereto as Exhibit B and
expressly incorporated by reference as a part of this Agreement. In the case of
any conflict, discrepancy or difference between the provisions of this Proposal
and the other provisions of this Agreement, the other provisions of this
Agreement shall control.
B. Grantee covenants and agrees to provide, at its own sole cost and
expense, all labor, materials, improvements, structures, cables, wires,
conduits, conductors, poles, manholes, equipment, appliances, fixtures and
facilities
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that are or may be necessary and proper for the installation, operation and
maintenance of this cable television system during the entire term of this
Agreement.
C. Grantee covenants and agrees to commence installation of the cable
television system within twelve (12) months of the final execution of this
Agreement by the parties and to use its best efforts to complete installation
of the system to all potential customers residing on the Property within five
(5) years thereafter.
7. INSTALLATION:
A. In accordance with the provisions of Paragraph 6B, supra, plans for
the design, location and placement of all materials, improvements, structures,
cables, wires, conduits, conductors, poles, manholes, equipment, appliances,
fixtures and facilities that are or may be necessary and proper for the
installation, operation and maintenance of the cable television system must be
provided to LRPRA prior to any such construction work thereon by Grantee.
B. Grantee covenants and agrees to use its best efforts to install all
cables, wires, conduits, conductors and related equipment beneath the surface
of the ground on the Property.
C. To the extent that it is practical and economically feasible to do
so, Grantee further covenants and agrees to design, locate, place and install
all such materials, improvements, structures, cables, wires, conduits,
conductors,
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poles, manholes, equipment, appliances, fixtures and facilities in such a
manner as to cause minimum interference with the rights and reasonable
convenience of LRPRA and its members.
D. Grantee shall use ordinary care at all times in the installation,
operation and maintenance of the cable television system and shall use all
reasonable methods and devices for preventing accidents which may cause damage,
injury, nuisance or unreasonable inconvenience to LRPRA, its members or the
general public. Grantee shall use suitable warning signs, barriers, flags,
lights, flares and devices at such times, places and circumstances as are
reasonably required for the safety of LRPRA, its members and the general
public. All such materials, improvements, structures, cables, wires, conduits,
conductors, poles, manholes, equipment, appliances, fixtures and facilities
shall be maintained by Grantee at all times in a safe, suitable and substantial
condition and in good order and repair during the term of this Agreement.
8. SUBSCRIPTION FEES AND RATES: Grantee covenants and agrees that the
subscription fees and rates, including connection charges, disconnection charges
and monthly service charges, itemized and set forth in the written proposal
attached hereto as Exhibit B, shall not be increased in any amount whatsoever
for a period of two (2) years from the date of the final execution of this
Agreement by the parties.
9. RESTORATION AND CLEAN-UP: Upon the completion of any installation work,
maintenance work or other construction work performed by Grantee hereunder which
damages, disrupts,
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disturbs or destroys any portion of the Property or the improvements,
structures, streets, roads, driveways, plants, trees, lawn, shrubbery or other
chattels located thereon, Grantee shall use its best efforts to restore, repair,
reconstruct or replace any such affected portion to its pre-existing condition
before the work was performed by Grantee. Grantee shall also maintain and keep
the areas of the Property surrounding such installation work, maintenance work
and construction work free from the accumulation of construction debris, waste
materials, trash and rubbish and upon the completion of any such work, Grantee
shall remove all such construction debris, waste materials, trash and rubbish
that may be attributable to its work.
10. LOCAL OFFICE: Grantee covenants and agrees that within ninety (90)
days of the final execution of this Agreement by the parties and thereafter
during the entire term of this Agreement, it shall establish and maintain a
local, publicly accessible business office within Lake Ridge or within a two (2)
miles radius thereof to supervise the installation, operation and maintenance of
the cable television system and to accept customer inquiries and/or complaints.
Grantee further covenants and agrees to maintain a sufficient force of resident
employees and personnel within this local office to provide safe, adequate and
prompt service for all of its facilities within the cable television system.
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11. BOOKS AND RECORDS: Grantee shall maintain adequate records of its cable
operations at its principal office. Upon prior notice to Grantee, authorized
representatives of LRPRA shall have the right to inspect, during reasonable
business hours, any records, documents, maps, plans or other materials of
Grantee to determine the location of all existing and proposed installations and
to insure compliance with the terms of Paragraph 5, supra. The quarterly fee
payable to LRPRA shall be accompanied by a complete and accurate written
statement showing the Basic Subscriber Revenues of Grantee for the quarter upon
which the computation of the fee accompanying such statement is made.
12. ADMINISTRATIVE FILINGS: Grantee covenants and agrees to submit promptly
to LRPRA copies of any and all filings, petitions, applications, rulings,
certificates, documents or correspondence which it sends to or receives from the
Federal Communications Commission, the Securities and Exchange Commission, the
Commonwealth of Virginia, Prince Xxxxxxx County or any other Federal, State,
county, city, municipal or administrative office, agency, commission or
organization, in connection with or affecting in any way whatsoever the
installation, operation or maintenance of the cable television system.
13. PERMITS AND FEES: Grantee covenants and agrees to file for and obtain,
at its own cost and expense, any and all permits, licenses, certificates,
notices and approvals from the appropriate governmental and non-governmental
authorities which
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are or may be necessary to carry out and complete the installation, operation
and maintenance of the cable television system during the term of this
Agreement. Grantee further covenants and agrees to pay any and all fees, levies,
taxes, charges, costs or expenses imposed by these governmental and
nongovernmental authorities in connection therewith.
14. COMPLIANCE WITH LAWS: Grantee covenants and agrees that the
installation, operation and maintenance of the cable television system shall
comply strictly with the provisions, terms, conditions and requirements of any
and all applicable Federal, State, county, city, municipal or other governmental
statutes, codes, acts, ordinances, rules, regulations and requirements. Grantee
covenants and agrees to protect, indemnify and hold LRPRA harmless from any an
all claims, loss, cost or expense suffered by LRPRA by reason of the
nonobservance or alleged violation of any applicable laws by Grantee.
15. INDEMNIFICATION: Grantee covenants and agrees to protect, indemnify and
hold LRPRA harmless form any and all claims, demands, suits, complaints and
legal proceedings of every kind for damages to property or injuries to,
including the death of, persons, which may be brought against LRPRA or any of
its officers, directors, employees or agents, in any way arising out of or
incident to the installation, operation or maintenance of the cable television
system by Grantee under this Agreement, irrespective of whether such claims are
based upon the relationship of master and servant, principal and agent,
third-party or otherwise, except where such claims are based upon the
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sole gross negligence or willful misconduct of LRPRA or its officers, directors,
employees or agents. Upon receipt of written notice from LRPRA, Grantee shall
defend all such claims on LRPRA's behalf and shall bear all costs and expenses,
including attorney's fees, incident thereto.
16. INSURANCE: Grantee covenants and agrees to purchase and maintain the
following insurance policies or coverage during the entire term of this
Agreement, containing, where applicable, waivers of subrogation in favor of
LRPRA, with a reputable insurance carrier authorized to transact business in
Virginia: (1) motor vehicle liability insurance, with a minimum coverage of
$500,000.00 per person, $1,000,000.00 per occurrence and $250,000.00 for
property damage; (2) comprehensive public liability insurance, with a minimum
coverage of $500,000.00 per person, $1,000,000.00 per occurrence and $250,000.00
for property damage; and (3) unemployment and workmen's compensation insurance
in accordance with all statutes, codes, acts, ordinances, regulations and
requirements applicable in the Commonwealth of Virginia. Certificates of the
above insurance coverage shall be filed with LRPRA before any of the
construction work contemplated hereunder shall begin. Grantee further covenants
and agrees to notify LRPRA immediately of any actual or anticipated cancellation
of or change in this insurance coverage and to submit new certificates of
insurance to LRPRA as soon as they are available. In the event that Grantee
fails, refuses or neglect to obtain all or any portion of the above insurance
coverage or fails to notify LRPRA immediately of any cancellation of or
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change in this coverage, LRPRA may cancel the remaining term of this Agreement
under the provisions of Paragraph 18, infra, or, at its own option, LRPRA may
obtain such insurance coverage on Grantee's behalf and charge any and all
premiums, costs or expenses associated therewith directly to Grantee.
17. REPRESENTATIONS AND WARRANTIES BY LRPRA: It is expressly understood and
agreed by Grantee that neither LRPRA, nor any of its officers, directors,
employees, agents or members, shall be bound by any representations, warranties,
assurances, inducements or statements to Grantee other than those set forth in
this Agreement. It is further expressly understood and agreed by Grantee that
neither LRPRA, nor any of its officers, directors, employees, agents or members,
has made or given any such representations, warranties, assurances, inducements
or statements to Grantee with respect to the interpretation, meaning, effect or
enforceability of the provisions of the Declaration of Covenants, Conditions and
Restrictions, dated March 29, 1972 and recorded among the land records of Prince
Xxxxxxx County, Virginia in Deed Book 625 at page 443, or with respect to the
condition of the Property or its suitability for the installation, operation or
maintenance of the cable television system.
18. RIGHT OF TERMINATION: In the event of any material breach by Grantee of
the terms and provisions of this Agreement, LRPRA shall have the right to
terminate this Agreement as its sole and exclusive remedy hereunder.
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19. TRANSFER OF OWNERSHIP: During the first seven (7) years of the term of
this Agreement, Grantee will not sell or transfer its rights in the cable
television system (other than to mortgage the whole of its system of any part
thereof) without the prior approval of the Board of Directors of LRPRA of such
transfer; provided, however, that such approval shall not be unreasonably
withheld. LRPRA acknowledges and consents to Grantee's assignment of all rights
and obligations hereunder to an entity to be formed by Grantee or any subsidiary
thereof, specifically for the purpose of installing and operating a cable
television system in Lake Ridge. If any time after seven (7) years from the date
of this Agreement, Grantee desires to sell its cable television system, Grantee
shall notify the Board of Directors of LRPRA of its desire to sell the cable
system, and LRPRA shall have the non-exclusive right, for a period of sixty (60)
days following notice to LRPRA, to submit a bid to Grantee to purchase the cable
television system. If Grantee does not accept the bid offered by LRPRA, Grantee
shall nevertheless consider any suggestions of the Board of Directors of LRPRA
communicated in writing by the Board to Grantee concerning negotiations with
other potential purchasers of the cable system, but such suggestions shall not
be binding upon grantee.
20. PROTECTION OF PRIVACY: Grantee shall use its best efforts, at all times
during the term of this Agreement, to protect, respect and observe the right of
privacy of its customers. This Paragraph is not intended to prohibit the
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transmission or reception of any signal used solely for the control, measurement
or testing of the technical performance of the cable television system.
21. INDEPENDENT CONTRACTOR: It is expressly understood and agreed by the
parties that nothing contained in this Agreement shall be construed as creating
a relationship of employer and employee between LRPRA and Grantee. Grantee
covenants and agrees that in the performance of its duties and obligations under
this Agreement, Grantee does and shall act as an independent contractor, free
from any domination or control by LRPRA in the manner in which the work
contemplated hereunder shall be done.
22. WAIVER: It is expressly understood and agreed by the parties that the
waiver by LRPRA of any breach by Grantee of any of the provisions contained in
this Agreement shall not operate and shall not be construed as a waiver by LRPRA
of any subsequent breach thereof by Grantee.
23. NOTICE: Whenever written notice is required to be given under any
provision of this Agreement, it shall be mailed by certified mail, return
receipt requested, and shall be sent to:
A. LRPRA: Lake Ridge Parks and
Recreation Association, Inc.
X.X. Xxxxxx X
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx,
President
B. Grantee: Xxxxxx Bros. Management Corp.
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxx
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24. SEVERABILITY: If any term, provision, section, sentence, clause, phrase
or portion of this Agreement should be declared invalid, unenforceable, illegal
or unconstitutional by any court of competent jurisdiction or administrative
agency, such term shall be deemed a severable, separate, distinct and
independent provision and shall not affect the validity of the remaining
portions of this Agreement in any way, except as provided herein.
25. APPLICABLE LAW: This Agreement is being executed and delivered within
the confines of the Commonwealth of Virginia and shall be interpreted, construed
and enforced in accordance with the laws of the Commonwealth of Virginia.
26. AMENDMENT: This Agreement, including the Exhibits attached hereto,
contains the entire agreement between the parties and may not be amended,
altered, modified or otherwise changed, other than changes in the Proposal which
do not substantially affect the standards of operation of the cable television
system, unless such amendment, alteration, modification or change is specified
in writing, approved by the Board of Directors of LRPRA, and signed by the
authorized representatives of both LRPRA and Grantee.
27. RELATIONSHIP BETWEEN PARTIES: The parties hereto are not and shall not
be considered as joint venturers, partners or agents of each other, and no party
shall have the power to bind or obligate the other.
-19-
27
28. CAPTIONS: The captions of this Agreement are for the convenience of the
parties and shall not be considered a material part hereof.
IN WITNESS WHEREOF, we have executed this Agreement and set our hands and
seals thereto on the date and year first written above:
ATTEST: LAKE RIDGE PARKS AND RECREATION
ASSOCIATION, INC.
By: /s/ XXXX X. WAY By: /s/ XXXXXXX X. XXXXXXXX,
-------------------------------- ------------------------------
Corporate Secretary Xxxxxxx X. Xxxxxxxx,
President
CORPORATE SEAL
ATTEST: XXXXXX BROS. MANAGEMENT CORP.
GRANTEE
By: /s/ XXXXXX XXXX By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------- ------------------------------
Corporate Secretary Xxxxxx X. Xxxxxxxxx,
Senior Vice President
CORPORATE XXXX
-00-
00
XXXXX XX XXXXXXXX
XXXXXX OF ARLINGTON, to-wit:
I, undersigned, a Notary Public in and for the State and County aforesaid,
do hereby certify that XXXXXXX X. XXXXXXXX, who holds the office of President of
LAKE RIDGE PARKS AND RECREATION ASSOCIATION, INC., and who is authorized to
execute the foregoing document on behalf of the corporation, has personally
appeared before me in my County aforesaid and acknowledged the same before me
this 12th day of January, 1982.
My Commission Expires: August 6, 1984
/s/ XXXX X. XXXXXXXX
-------------------------------
Notary Public
STATE OF VIRGINIA
COUNTY OF ARLINGTON, to-wit:
I, undersigned, a Notary Public in and for the State and County aforesaid,
do hereby certify that XXXXXX X. XXXXXXXXX, who holds the office of Senior Vice
President of XXXXXX BROS MANAGEMENT CORP., and who is authorized to execute the
foregoing document on behalf of the corporation, has personally appeared before
me in my County aforesaid and acknowledged the same before me this 12th day of
January, 1982.
My Commission Expires: August 6, 1984
/s/ XXXX X. XXXXXXXX
-------------------------------
Notary Public
-21-
29
[LAKE RIDGE LETTERHEAD]
March 16, 1989
Xx. Xxxx Xxxxxxxx
Columbia Cable
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxx, Xx. 00000
Dear Xx. Xxxxxxxx
As requested, I am enclosing a copy of the document by which Columbia Associates
effected its execution of the Lake Ridge Cable/LRPRA, Inc. agreement as amended
by the LRPRA, Inc. resolution. If you have any questions or need additional
information, please call.
Thank you for your time and attention in this matter.
Very truly yours,
/s/ XXXXXX XXXXXXXXXXX
Xxxxxx Xxxxxxxxxxx
Assistant Manager
Enclosure
30
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT ("Memorandum") is made this 22nd day of March,
1982, between LAKE RIDGE PARKS AND RECREATION ASSOCIATION, INC., a non-profit
Virginia corporation (hereinafter referred to as "LRPRA"), and XXXXXX BROS.
MANAGEMENT CORP., a Maryland corporation (hereinafter referred to as "Grantee").
RECITALS:
1. LRPRA is a non-profit Virginia corporation created under the terms of a
certain Declaration of Covenants, Conditions and Restrictions, dated March 29,
1972, and recorded among the land records of Prince Xxxxxxx County, Virginia, in
Deed Book 625 at page 443 (hereinafter referred to as the "Declaration").
2. Under the terms of the Declaration, LRPRA was granted certain ownership
interests in a certain parcel of real property made subject to the Declaration
therein, located in Occoquan Magisterial District, Prince Xxxxxxx County,
Virginia, and containing approximately 2161.70398 acres of land, as described
with more particularity in Exhibit A hereto (hereinafter referred to as the
"Property").
3. Article IV, Section 2.S. of the Declaration created certain blanket
utility easements upon, across, over and under the Property for ingress, egress,
installation, replacement, repair and maintenance of utility and service lines
and systems, including, but not limited to, television, cable and communication
lines and systems, subject to the approval, authorization and consent of the
Board of Directors of LRPRA.
4. Grantee has obtained the approval, authorization and consent of LRPRA to
install, maintain and operate a cable television system on the Property and to
use the above-described blanket utility easements upon, across, over and under
the Property for ingress, egress, installation, replacement, repair and
maintenance of utility and services lines and systems in connection therewith,
pursuant to the terms, conditions, and restrictions contained in the Agreement
executed
31
by and LRPRA and Grantee on January 15, 1982 (the "Agreement").
Now therefore, the parties do execute this Memorandum to set forth certain
of the terms of the Agreement as follows:
1. A. In consideration of the mutual covenants and undertakings provided in
the Agreement, LRPRA approved, authorized and consented to the use by Grantee of
the blanket utility easements created by Article IV, Section 2.S. of the
Declaration of Covenants, Conditions and Restrictions, dated March 29, 1972, and
recorded among the land records of Prince Xxxxxxx County, Virginia, in Deed Book
625, at page 443, upon, across, over and under the Property for ingress, egress,
installation, replacement, repair and maintenance of utility and service lines
and systems, in connection with the installation, operation and maintenance of
the cable television system contemplated under the terms of the Agreement
(hereinafter referred to as the "cable television system"). LRPRA further
covenanted and agreed that during the term of the Agreement, it shall not
approve, authorize or consent to the use of these said blanket utility easements
by any other person, firm or corporation for the purpose of installing,
operating or maintaining a similar or competing cable television system, without
the prior written approval of Grantee, in its sole and absolute discretion.
B. In consideration of the mutual covenants and under takings provided
in the Agreement, LRPRA granted to Grantee for the term of the Agreement, the
exclusive right and authority to erect, install, construct, reconstruct, equip,
own, test, replace, repair, use, maintain, operate and dismantle cable
television and communication lines and systems within the confines of the
Property, subject to the terms and conditions set forth in the Agreement. LRPRA
further covenanted and agreed that during the term of the Agreement, it shall
not grant to any other person, firm or corporation the exclusive or
non-exclusive right to install, operate or maintain a
2
32
similar or competing cable television system within the confines of the
Property, without the prior written approval of Grantee, in its sole and
absolute discretion.
C. No provision of the Agreement shall alter or affect Grantee's
ownership, during the term of the Agreement or upon any termination thereof, of
all cables, equipment, facilities, fixtures and improvements installed,
constructed or maintained by Grantee in connection with its cable television
system.
D. The Agreement constituted approval by the Board of Directors of
LRPRA of the installation within the easements, as described in Paragraph 1,
supra, of cable television and communication lines and systems at Lake Ridge.
E. The term of the Agreement is an initial period of fifteen (15) years
from the date of execution thereof. The Agreement may be renewed for an
additional fifteen (15) year term upon the terms and conditions contained
herein.
2. The agreements between LRPRA and Grantee are more fully set forth and
defined in the Agreement. In the event of any inconsistency between the terms of
the Agreement and this Memorandum, the terms of the Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Agreement as of the day and year first above written.
LAKE RIDGE PARKS AND
RECREATION ASSOCIATION, INC.
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------
ATTEST:
/s/ XXXXXXXXXX X. XXXXX
----------------------------
XXXXXX BROS. MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXXXXX
--------------------------------
ATTEST:
/s/ XXXXXX X. XXXXXXX
----------------------------
Assistant Secretary
3
33
STATE OF MARYLAND
COUNTY OF XXXXXXXXXX to-wit:
I, the undersigned, a Notary Public in and for the State and County
aforesaid, do hereby certify that XXXXXXX X. XXXXXXXX and XXXXXXXXXX X. XXXXX,
who are President and Director, respectively of LAKE RIDGE PARKS AND RECREATION
ASSOCIATION, INC., and whose names are signed to the foregoing Memorandum of
Agreement bearing date on the 22nd day of March, 1982, have acknowledged the
same before me in my State and County aforesaid.
GIVEN under my hand and seal this 23rd day of April, 1982.
/s/ XXXXXXX XxXXXXXXX
-----------------------------
Notary Public
My commission expires:
July 1, 0000
XXXXX XX XXXXXXXX
XXXXXX XX XXXXXXXXXX, to-wit:
I, the undersigned, a Notary Public in and for the State and County
aforesaid, do hereby certify that XXXXXX X. XXXXXXXXX and XXXXXX X. XXXXXXX, who
are Senior Vice President and Assistant Secretary, respectively of XXXXXX BROS.
MANAGEMENT, INC., and whose names are signed to the foregoing Memorandum of
Agreement bearing date on the 22nd day of March, 1982, have acknowledged the
same before me in my State and County aforesaid.
GIVEN under my hand and seal this 14th day of April, 1982.
/s/ XXXXXXX XxXXXXXXX
-----------------------------
Notary Public
My commission expires:
July 1, 1982
4
34
LAKE RIDGE PARKS AND
RECREATION ASSOCIATION, INC.
CERTIFIED RESOLUTION
The undersigned certifies that she is the Secretary of Lake Ridge Parks and
Recreation Association, Inc., a corporation duly organized and existing under
the laws of the State of Virginia, and that as such she is authorized to execute
this Certificate, and further certifies that the following Resolution was duly
adopted by unanimous vote at a special meeting of the Board of Directors of Lake
Ridge Parks and Recreation Association, Inc., held on April 23, 1985, in
accordance with the Articles of Incorporation and Bylaws with all amendments
thereto, of Lake Ridge Parks and Recreation Association, Inc. (LRPRA); and that
such Resolution remains in full force and effect:
WHEREAS, Lake Ridge Cablevision Limited Partnership has notified LRPRA of
its intention to sell and transfer its interest in the Lake Ridge cable
television system (System) to Columbia Associates, L.P.
WHEREAS, under the agreement dated January 15, 1982, between LRPRA and
Xxxxxx Bros. Management Corporation (Agreement), the sale or transfer of
rights in the System is subject to the prior approval of the Board of
Directors of LRPRA of the transfer, provided that such approval shall not
be unreasonably withheld,
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Lake Ridge
Parks and Recreation Association, Inc., approve the sale of Lake Ridge
Cablevision Limited Partnership to Columbia Associates, L.P. of all right,
title, and interest in the System, including all rights under the Agreement
between LRPRA and Xxxxxx Bros. Management Corporation, and that the
President of LRPRA is hereby authorized and directed to execute and deliver
on behalf of LRPRA any and all such further documentation as may be
necessary to carry out the terms of this resolution; provided, that this
resolution of approval is subject to the following terms and conditions:
35
1. Columbia Associates, L.P. will furnish to LRPRA and to all
subscribers to the System not less than ninety (90) days advance
notice of any increase in rates for cable service to Lake Ridge,
during its ownership of the System.
2. Columbia Associates, L.P. will not during the term of the Agreement
sell or transfer its rights in the System without the prior approval
of the Board of Directors of LRPRA of such transfer, which approval
shall not be unreasonably withheld. Paragraph 19 of the Agreement
shall be amended accordingly.
3. Columbia Associates, L.P. will furnish to LRPRA copies of any
financial statement or other books and records provided to Prince
Xxxxxxx County under the Prince Xxxxxxx County Cable Television
Ordinance, at the time such materials are furnished to the County;
and will further continue all disclosure of all books and records
provided for under the Agreement. Paragraph 11 of the Agreement shall
be amended accordingly.
4. Columbia Associates, L.P. will comply with the requirements of the
Prince Xxxxxxx County Cable Television Ordinance requiring repairs to
be made within twenty-four (24) hours of receipt of notification of
the need therefor. Paragraph 10 of the Agreement shall be amended
accordingly.
5. Right of termination under Paragraph 18 of the Agreement shall remain
in effect during the term of the Agreement.
6. Restoration and clean-up provisions of Paragraph 9 of the Agreement
shall remain in effect during the term of the Agreement.
36
7. Except as provided herein, all terms and conditions of the Agreement
shall remain in full force and effect as between LRPRA and Columbia
Associates, L.P.
8. Columbia Associates, L.P. will execute as a principal, and assume all
rights, duties, and obligations under, the Agreement, and will
relieve Xxxxxx Bros. Management Corporation and Lake Ridge
Cablevision Limited Partnership thereof; and Columbia Associates,
L.P. and LRPRA will execute an addendum to the Agreement reflecting
the terms and conditions set forth in this Resolution.
WITNESS the seal of Lake Ridge Parks and Recreation Association, Inc., and
the signature of the undersigned this 23rd day of April, 1985.
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXXXXX X. XXXXX
------------------------------- ------------------------------
Xxxxxxx X. Xxxxxxxx, President Xxxxxxxxxx X. Xxxxx, Secretary
37
ASSIGNMENT AND ASSUMPTION OF
LEASE, EASEMENT, AND OTHER RIGHTS
This Assignment and Assumption of Lease, Easement, and Other Rights
("Assignment") is made the 30th day of April, 1985, by and among LAKE RIDGE
CABLEVISION LIMITED PARTNERSHIP, a Virginia limited partnership having offices
in Woodbridge, Virginia ("Seller"), XXXXXX BROS. MANAGEMENT CORP., a Maryland
corporation ("Xxxxxx"), and COLUMBIA ASSOCIATES, L.P., a Delaware limited
partnership having an address c/o Columbia International, Inc., 00 Xxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxx ("Buyer").
Seller, Buyer, and Xxxxxx entered into an "Agreement to Purchase" dated
April 4, 1985, the provisions and defined terms of which are hereby incorporated
herein by reference. Seller now desires to transfer certain assets of Seller to
Buyer in accord with the Agreement to Purchase. Although Xxxxxx claims no
interest in and to the assets transferred by Seller to Buyer other than by
virtue of Xxxxxx'x interest as a general partner in Seller, Xxxxxx has agreed to
join in the execution of this Assignment and Assumption Agreement for the
purpose of acknowledging to Buyer that it claims no right, title, or interest in
and to these assets and to convey to Buyer any right, title, and interest to the
assets transferred hereby which Xxxxxx may have.
In consideration of good and valuable consideration paid pursuant to the
Agreement to Purchase, the receipt and adequacy of which is hereby acknowledged,
and subject to and
38
in further consideration of the terms and conditions of the Agreement to
Purchase, each of Seller and Xxxxxx hereby sells, transfers, conveys, assigns,
and delivers to Buyer all of its right, title, and interest in and to all
easement, lease, or other rights (hereinafter collectively referred to as the
"Contracts") used in the operation of the System transferred pursuant to the
Agreement to Purchase. Each of Seller and Xxxxxx warrants that this transfer is
effective to vest good and marketable title to the Contracts in Buyer and that
the same are free and clear of all claims, liens, liabilities, and encumbrances
whatsoever. These easements, leases, and other rights include, but are not
limited to, those set forth on Exhibit A to this Assignment, a copy of which is
attached hereto and hereby incorporated herein.
Except as otherwise provided in the Agreement to Purchase, Buyer, as
evidenced by its execution and acceptance of this Assignment, agrees to assume
and perform all of the obligations of Seller under or associated with each of
the agreements, leases, easements, or other rights assigned to Buyer by Seller
hereunder arising, accruing, or attributable to periods from and after, but not
prior to, the date of this Assignment.
The Board of Directors of Lake Ridge Parks and Recreation Association, Inc.
("LRPRA"), by resolution dated April 23, 1985, unanimously consented to the
Assignment by seller to Buyer of Seller's right, title, and interest under the
agreement referred to on Exhibit A as the LRPRA Agreement. A certified copy of
this resolution is attached hereto and incorporated
2
39
herein as Exhibit B. Except as otherwise provided in the Agreement to Purchase,
Buyer, as evidenced by its acceptance of this Assignment, hereby accepts and
consents to the terms and conditions set forth in the resolution; executes and
adopts the LRPRA Agreement as principals thereto; and agrees to assume all
rights, duties, and obligations of Seller and Xxxxxx Bros. Management Corp.
under the LRPRA Agreement arising, accruing, or attributable to periods from and
after, but not prior to, the date of this Assignment.
IN WITNESS WHEREOF, Buyer, Seller, and Xxxxxx have executed this Assignment
on the date first set forth above.
SELLER:
LAKE RIDGE CABLEVISION
LIMITED PARTNERSHIP
By: Xxxxxx Bros. Management Corp.,
its general partner
By: /s/ XXXXXX X. XXXX
------------------------------
Xxxxxx X. Xxxx
Executive Vice President
BUYER:
COLUMBIA ASSOCIATES, L.P., a
Delaware limited partnership
By: Columbia International, Inc.,
its general partner
By: /s/ XXXXXX X. XXXXXXXXXX
------------------------------
Xxxxxx X. Xxxxxxxxxx
President
XXXXXX:
XXXXXX BROS. MANAGEMENT CORP.,
a Maryland corporation
By: /s/ XXXXXX X. XXXX
------------------------------
Xxxxxx X. Xxxx,
Executive Vice President
3
40
STATE OF VIRGINIA
COUNTY OF FAIRFAX, to-wit:
I, the undersigned Notary Public, in the state and county aforesaid, whose
commission expires on the 4th day of October, 1988, do hereby certify that
XXXXXX X. XXXX, Executive Vice President of Xxxxxx Bros. Management Corp., the
general partner of LAKE RIDGE CABLEVISION LIMITED PARTNERSHIP, whose name is
signed to the foregoing Assignment appeared before me and personally
acknowledged the same in my jurisdiction aforesaid.
GIVEN under my hand and seal this 30th day of April, 1985.
/s/ XXXX X. XXXX
---------------------
Notary Public
STATE OF VIRGINIA
COUNTY OF FAIRFAX, to-wit:
I, the undersigned Notary Public, in the state and county aforesaid, whose
commission expires on the 4th day of October, 1988, do hereby certify that
Xxxxxx X. Xxxxxxxxxx, President of Columbia International, Inc., the general
partner of COLUMBIA ASSOCIATES, L.P., whose name is signed to the foregoing
Assignment appeared before me and personally acknowledged the same in my
jurisdiction aforesaid.
GIVEN under my hand and seal this 30th day of April, 1985.
/s/ XXXX X. XXXX
---------------------
Notary Public
STATE OF VIRGINIA
COUNTY OF FAIRFAX, to-wit:
I, the undersigned Notary Public, in the state and county aforesaid, whose
commission expires on the 4th day of October, 1988, do hereby certify that
XXXXXX X. XXXX, Executive Vice President of XXXXXX BROS. MANAGEMENT CORP., whose
name is signed to the foregoing Assignment appeared before me and personally
acknowledged the same in my jurisdiction aforesaid.
GIVEN under my hand and seal this 30th day of April, 1985.
/s/ XXXX X. XXXX
---------------------
Notary Public
4
41
EXHIBIT A
(a) The Agreement dated January 15, 1982, by and between Lake Ridge Parks
and Recreation Association, Inc. ("LRPRA"), and Xxxxxx Bros. Management Corp.
(the "LRPRA Agreement") evidenced by a Memorandum of Agreement dated March 22,
1982, and recorded among the land records of Prince Xxxxxxx County, Virginia, on
May 4, 1982, in Deed Book 1177, at page 1248. The Assignment Agreement dated
August 5, 1982, by which Xxxxxx Bros. Management Corp. assigned its rights under
the foregoing Agreement to Lake Ridge Cablevision Limited Partnership. The
Assignment Agreement was recorded on October 2, 1982, among the land records of
Prince Xxxxxxx County, Virginia, in Deed Book 1190, at page 1758.
(b) The Agreement dated October 24, 1983, by and between Xxxx X. Xxxxxxxxx,
Xx., Trustee, and Xxxx Xxxxxxxxx Partnership, a Virginia general partnership,
and Lake Ridge Cablevision Limited Partnership.
(c) The Easement Agreement dated August 25, 1982, by and between Thousand
Oaks Townhouse Association, a Virginia corporation, and Lake Ridge Cablevision
Limited Partnership, and recorded among the land records of Prince Xxxxxxx
County, Virginia, on October 1, 1982, in Deed Book 1190, at page 1811.
(d) The Lease Agreement dated August 10, 1982, by and between
Occoquan-Woodbridge/Dumfries-Triangle Sanitary District and Lake Ridge
Cablevision Limited Partnership and evidenced by a Memorandum of Lease dated
December 6, 1982, executed by both parties and recorded among the land records
of Prince Xxxxxxx County, Virginia, on January 20, 1983, in Book 1200, at page
1845.
(e) The Lease Agreement dated August 6, 1982, by and between Ridge
Development Corp., a Virginia corporation, and Lake Ridge Cablevision Limited
Partnership, as amended by a First Amendment to Lease Agreement dated December
6, 1982, executed by both parties, and evidenced by a Memorandum of Lease dated
December 6, 1982, executed by both parties and recorded among the land records
of Prince Xxxxxxx County, Virginia, on January 20, 1983, in Book 1200, at page
1849.
(f) The Easement dated June 24, 1982, by and between Pinewood Forest
Condominium Association and Lake Ridge Cablevision Limited Partnership.
(g) The Easement Agreement, dated October 24, 1983, by and between the
Eighth Section Community Association of Rollingwood Village, a Virginia
non-stock corporation, and Lake Ridge Cablevision Limited Partnership, a
Virginia limited partnership, and recorded among the land records of Prince
Xxxxxxx County, Virginia, on December 5, 1983, in Deed Book 1243, at page 0674.
5
42
(h) The Easement Agreement dated October 24, 1983, by and between the First
Section Community Association of Rollingwood Village, a Virginia non-stock
corporation, and Lake Ridge Cablevision Limited Partnership, a Virginia limited
partnership, and recorded among the land records of Prince Xxxxxxx County,
Virginia, on December 5, 1983, in Deed Book 1243, at page 0661.
(i) The Easement Agreement dated September 15, 1984, by and between Section
Six Rollingwood Homeowners Association, a Virginia non-stock corporation, and
Lake Ridge Cablevision Limited Partnership, a Virginia limited partnership, and
recorded among the land records of Prince Xxxxxxx County, Virginia, on February
1, 1985, in Deed Book 1301, at page 3621.
(j) The Easement dated October 21, 1982, by and between Rockledge Clusters
Condominium Association and Lake Ridge Cablevision Limited Partnership, and
recorded among the land records of Prince Xxxxxxx County, Virginia, on April 26,
1985, in Deed Book 1312, at page 1653.
6
