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HomeMy WebLinkAboutRES CC 1999 1641 1999 0818RESOLUTION NO. 99 -1641 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING THE FRANCHISE TRANSFER OF THE CABLE COMMUNICATIONS FRANCHISE HELD BY CENTURY COMMUNICATIONS CORP. TO CENTURY - TCI CALIFORNIA L.P. WHEREAS, Century Communications Corp. (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 ") initially granted by the Franchise Authority in June 1984; 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 transfer 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, Century has agreed to provide an equipment grant of $5,000 to be expended at the City's sole Resolution No. 99 -1641 Page 2 discretion as consideration for the Franchise Authority's review and approval, which payment has been received; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to and approves a transfer of the Franchise as a result of the Contribution Agreement to the extent such consent is required by the terms of the Franchise and the Moorpark Municipal Code and subject to each and every condition contained herein in order to fulfill the requirement of satisfying local cable communications standards and goals. SECTION 2. As an expressed condition of the Franchise Authority's consent, 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. 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. However, at such time as effective competition exists within the Franchise Area, the Franchise Authority shall not abridge the right of Franchisee to petition for decertification pursuant to applicable law. SECTION 3. 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, Resolutions No. 99 -1565, 99 -1574 and 99 -1589, 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) Franchise is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance Resolution No. 99 -1641 Page 3 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 rights thereunder, except upon the expiration of the full term of the Franchise. SECTION 4. That the approval of transfer by the Franchise Authority shall in no manner whatsoever abrogate, modify or diminish the requirements contained in the Franchise. SECTION 5. That it shall be the intent of the Franchise Authority to require any renewals or extensions of this Franchise to contain provisions for open access by any cable communications provider for Internet services and to provide unbundled services to cable communications customers within the Franchise area. 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 written notification to the Franchising Authority no less than ten (10) calendar days prior to such action. SECTION 8. This Resolution shall for the purposes of the Transfers upon the transaction contemplated by the Co (hereinafter "Closing "), provided that forth in Sections 2 and 3 herein have with. be deemed effective the consummation of ntribution Agreement the conditions set been fully complied Resolution No. 99 -1641 Page 04 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 18th day of August 1999. ATTEST: Deborah S. Traffen edt, City Clerk r Resolution No. 99 -1641 Page 5 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) 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 18th day of August, 1 same was adopted by the following vote: AYES: Councilmembers Evans, Mayor Hunter NOES: None ABSENT: Councilmember Rodgers ABSTAIN: None of the City of under penalty of No. 99 -1641 was of Moorpark at a 999, and that the Harper, Wozniak and WITNESS my hand and the official seal of said City this 11 th day of October, 1999. Deborah S. Traffens t, City Clerk (seal)