HomeMy WebLinkAbout99-051 CC ResolutionRESOLUTION NO. 99-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING THE ASSIGNMENT AND
TRANSFER OF A CABLE TELEVISION FRANCHISE
AGREEMENT BY TCI CABLEVISION OF CALIFORNIA, INC.,
TO CENTURY-TCI CALIFORNIA, L.P.
WHEREAS, TCI Cablevision of California, Inc., a California Corporation ('Franchisee"),
is the duly authorized holder of a franchise ("Franchise") that authorizes the construction,
operation, and maintenance of a cable television system within the City of Temecula ("Franchise
Authority");
WHEREAS, On February 16, 1999, the Franchise Authority received from the
Franchisee and from Century-TCI California, L.P. (Transferee"), an application for the
assignment and transfer of the existing Franchise, which application included FCC Form 394
entitled "Application for Franchise Authority Consent to Assignment or Transfer of Control of
Cable Television Franchise." Supplemental information was provided to the Franchise Authority
by the Franchisee and the Transferee on April 16, 1999;
WHEREAS, In accordance with Section 5.12.080 of Chapter 5.12 of Title 5 of the
Temecula Municipal Code, the Franchise Authority has the dght to review and to approve the
financial, technical, and legal qualifications of the Transferee in connection with the proposed
assignment and transfer of the Franchise;
WHEREAS, The staff of the Franchise Authority has reviewed the documentation that
accompanied FCC Form 394 and, based upon the representations set forth in that
documentation, has concluded that the proposed Transferee has the requisite financial,
technical, and legal qualifications to adequately perform, or to ensure the performance of, all
obligations required of the Franchise under the Franchise, and that the Transferee will be bound
by all existing terms, conditions, and obligations under the Franchise previously granted by the
Franchise Authority to the Franchisee.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES
RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. In accordance with Section 5.12.080 of Chapter 5.12 of Title 5 of the
Temecula Municipal Code, the Franchise Authority consents to and approves the proposed
assignment and transfer of the Franchise by TCI Cablevision of California, Inc. to Century-TCI
California, L.P., including such intermediate transfers as may be required to effectuate that
ultimate assignment and transfer.
Section 2. The authorization, consent and approval of the Franchise Authority to the
porposed assignment and transfer is conditioned upon compliance by the Franchise or the
Transferee with the following requirements, as to which they are jointly and severally
responsible:
A. The Franchisee and the Transferee will execute and file in the office of the City
Clerk as "Assignment and Assumption Agreement" in substantially the form attached to this
resolution as Exhibit A. The Mayor is authorized to execute that document and thereby
Resos~99-51 I
evidence the written consent of the Franchise Authority to the assignment and assumption of all
rights and obligations under the Franchise.
B. An original or conformed copy of the written instrument evidencing the closing
and consummation of the proposed transfer and assignment of the Franchise must be filed in
the office of the City Clerk within 30 days after that closing and consummation.
C. The Franchise Authority will be reimbursed for all costs and expenses reasonably
incurred by the Franchise Authority in processing and evaluating the information relating to the
proposed transfer and assignment of the Franchise; provided, however, that those costs and
expenses will not exceed the sum of $2500 and will be set forth in an itemized statement
transmitted by the City Manager, or the City Manager's designee, to the Franchisee and the
Transferee within 30 days after the effective date of this Resolution.
Section 3. Nothing contained in this Resolution may be construed to extend the term of
the Franchise, which will terminate in its entirety on January 9, 2004.
Section 4. The City Clerk is directed to transmit a certified copy of this resolution to the
following persons:
Clifford A. Bail, Esq.
Century-TCI Califomia, L.P.
c/o Century Communications Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
Ms. Kathy Ouillette
TCI Cablevision of California, Inc.
4077 West Stetson Avenue
Hemet, California 92545
Section 5. The City Clerk is directed to certify to the passage and adoption of this
resolution.
Section 6. PASSED, APPROVED, AND ADOPTED, by th Council of the City
of Temecula this 22"d day of June, 1999. 7~f1~
ven J. Ford, Mayor
ATTEST:
S sa V~ Jones,
[SEAL]
Resos\99-51 2
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, CMC, City Clerk of the City of Temecula, Califomia, do hereby certify
that Resolution No. 99-51 was duly and regularly adopted by the City Council of the City of
Temecula at a regular meeting thereof held .d
on the 22 day of June, 1999, by the following vote:
AYES: 5
NOES: 0
ABSENT: 0
COUNCILMEMBERS:
COUNCILMEMBERS: None
COUNCILMEMBERS: None
Comerchero, Lindemans, Roberts, Stone, Ford
Su an W Jones CMC
i~ Clerk
Resos\99-51 3
EXHIBIT. A
Resolution no. 99-51
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
GUARANTEE OF ASSIGNEE'S OBLIGATIONS
(CABLE TELEVISION FRANCHISE AGREEMENT)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement")
is made and entered into this day of , 1999,
by and between TCI Cablevision of California, Inc., a California
corporation ("Assignor"), Century-TCI California, L.P., a
Delaware limited partnership, ("Assignee"), and the City of
Temecula, a California municipal corporation ("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 Temecula, California.
Assignor's nonexclusive cable television franchise will expire by
its terms on January 9, 2004.
B. Subject to the prior consent of the Franchise
Authority, Assignor desires to assign and transfer to Assignee,
and Assignee desires to assume, all rights, duties, and
obligations under that certain cable television franchise
agreement between the Franchise Authority and the Assignor that
became effective on January 10, 1989, and was thereafter assigned
("Franchise Agreement").
THE PARTIES AGREE AS FOLLOWS:
1. Assignor assigns and transfers to Assignee all of
Assignor's rights, duties, and obligations under the Franchise
Agreement.
2. 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.
3. Franchise Authority consents to the assignment and
transfer by Assignor to Assignee of all rights, duties, and
obligations specified in the Franchise Agreement, contigent upon
the execution by Century Communications Corp., as guarantor, of
the "Guarantee of Assignee's Obligations" that is attached as
Schedule 1 to this Agreement.
990526 Ii086-00068 syc 0594015 2
TO EFFECTUATE THIS AGREEMENT, the parties have caused
this Assignment and Assumption Agreement to be executed by their
duly authorized representatives as of the date set forth below
the authorized signature.
APPROVED AS TO FORM:
"ASSIGNOR"
TCI Cablevision of California,
Inc.
By:
(authorized corporate officer)
Title:
Date:
Legal Counsel
APPROVED AS TO FORM:
Legal Counsel
"ASSIGNEE"
Century-TCI California, L.P.
By: Century Exchange LLC,
General Partner
By: Century Southwest Cable
Television, Inc.,
Managing Member
By:
(Authorized Officer)
Title:
Date:
APPROVED AS TO FORM:
City Attorney
"FRANCHISE AUTHORITY"
CITY OF TEMECULA
By:
Mayor
Date:
ATTEST:
City Clerk
990526 1i086-00068 Syc 0594015 2 A - 2
SCHEDULE _
ASSIGNMENT ~ND ASSUMPTION AGREEMENT
'GUARA~NTEE OF ASSIGNEE'S OBLIGATIONS
In consideration for the Franchise Authority's consent
no mhe assignment and transfer of the Franchise Agreement that is
referenced in this AGreement, the undersigned entity
uncenditionaity guarantees the performance by Assignee of its
obligations under that Franchise Agreement.
"GUARANTOR"
Century Communications Corp., a
Texas corporation
By:
(Authorized Corporate Officer)
Title:
Date:
168 S'/T Zt'94C17 i A '~