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HomeMy WebLinkAboutRES CC 1999 1611 1999 0519RESOLUTION NO. 99 -1611 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING FRANCHISE TRANSFER OF THE CABLE COMMUNICATIONS FRANCHISE HELD BY TCI CABLEVISION OF CALIFORNIA, INC. TO CENTURY -TCI CALIFORNIA L.P. WHEREAS, TCI Cablevision of California, Inc. (hereinafter "Franchisee ") is duly authorized to own, operate and maintain a cable communications system in Moorpark, California (hereinafter the "System ") by the City of Moorpark (hereinafter "Franchise Authority") pursuant to a franchise (hereinafter as amended to date, the "Franchise ") granted by the Franchise Authority in March 1996; and WHEREAS, Franchisee and Century -TCI California L.P. (hereinafter "Transferee "), a partnership between certain affiliates of Century Communications Corp and certain affiliates of Franchisee, are parties to an asset contribution agreement (hereinafter "Contribution Agreement ") pursuant to which the System and the Franchise (after one or more intermediate transfers pursuant to an internal restructuring) will be transferred to Transferee (hereinafter "Transfers); and WHEREAS, Franchisee and Transferee have requested consent by the Franchise Authority in accordance with the requirements of the Franchise and have filed a Federal Communication Commission's Form 394 with respect to the Transfer; and WHEREAS, Section 5.06.310 of the Moorpark Municipal Code requires the City's consent for any transfer of a franchise prior to the change in control occurring; and WHEREAS, TCI has agreed to pay related administrative costs incurred by the City in preparation and review of this franchise transfer request, which fees have been paid in full; and WHEREAS, an equipment grant of $5,000 to be expended at the City's sole discretion is to be provided by TCI in consideration for the Franchise Authority's consideration; Resolution No. 99 -1611 Page 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. to and approves the Contribution required by the Municipal Code contained herein satisfying local The Franchise Authority hereby consents a transfer of the Franchise as a result of Agreement to the extent such consent is terms of the Franchise and the Moorpark and subject to each and every condition in order to fulfill the requirement of cable communications standards and goals. SECTION 2. Neither the Franchisee nor the Transferee shall at any time take any actions whatsoever that would modify or in any manner diminish the Franchise Authority's existing Certification from the Federal Communications Commission to regulate basic cable rates within the area of the Franchise, except as permitted by federal law or regulation. The Franchise Authority does herewith state that any such action may be grounds to terminate the Franchise. Both Franchisee and Transferee are herewith placed on notice of same. SECTION 3. That the equipment grant of $5,000 shall be due and payable within twenty (20) days of the adoption of this resolution. SECTION 4. Franchise Authority modify or diminish Franchise. That the approval of transfer by the shall in no manner whatsoever abrogate, the requirements contained in the SECTION 5. The Franchise Authority confirms as follows: (1) that the Franchise was properly granted or transferred to Franchisee; (2) the Franchise, Chapter 5.06 of the Moorpark Municipal Code, Resolution No. 99 -1574, and this Resolution represent the entire understanding of the parties and Franchisee has no obligations to the Franchise Authority other than those specifically stated in said aforementioned documents; (3) Franchises is materially in compliance with the provisions of the Franchise and there exist no fact or circumstance known to the Franchise Authority at the time of preparation of this Transfer authorization which constitutes or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Franchise, or would allow the Franchise Authority to cancel or terminate the Resolution No. 99 -1611 Page 3 rights thereunder, except upon the expiration of the full term of the Franchise. SECTION 6. Transferee may transfer the System and /or the Franchise, or control related thereto, to any entity controlling, controlled by, or under control of Transferee solely as permitted by Sections 5.06.310 and 5.06.312 of the Moorpark Municipal Code. The Franchise Authority shall have the final authority to determine compliance with said Section. SECTION 7. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrances, if any, of the System, or assets related thereto, as collateral for a loan. The Franchise may be so assigned, mortgaged, pledged or otherwise encumbered upon notification to the Franchising Authority no less than ten (10) calendar days prior to such action. SECTION 8. This Resolution shall be deemed effective for the purposes of the Transfers upon the consummation of the transaction contemplated by the Contribution Agreement (hereinafter "Closing "), provided that the conditions set forth in Sections 2 and 3 herein have been fully complied with. SECTION 9. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 19th day of May 1999. ATTEST: Deborah S. Traffens dt, City Clerk trick /Hunter, Mayor Resolution No. 99 -1611 Page 4 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) CITY OF MOORPARK ) ss. I, Deborah S. Traffenstedt, City Clerk Moorpark, California, do hereby certify perjury that the foregoing Resolution adopted by the City Council of the City meeting held on the 19th day of May, 1( same was adopted by the following vote: of the City of under penalty of No. 99 -1611 was of Moorpark at a )99, and that the AYES: Councilmembers Evans, Harper, Rodgers, Wozniak and Mayor Hunter NOES: None ABSENT: None ABSTAIN: None WITNESS my hand and the official seal of said City this 9th day of June, 1999. Eu S. 1n7w � � Deborah S. Traffenst6crt, City Clerk (seal)