HomeMy WebLinkAbout1992-01-14 - RESOLUTIONS - CABLE TV CHANGE OF CONTROL (2)RESOLUTION NO. 92-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA APPROVING THE CHANGE OF CONTROL OF THE KING
VIDEOCABLE COMPANY-NEWHALL CABLE TELEVISION SYSTEM
FRANCHISE
WHEREAS, on September 29, 1987, the Board of
Supervisors of the County of Los Angeles, pursuant to Section
16.58.010 of the Los Angeles County Code, adopted Ordinance No.
87-1069F granting to King Videocable Company -Newhall ("King"), a
cable television franchise to construct, operate and maintain a
cable television system (the "Franchise"); and
WHEREAS, King is a wholly-owned subsidiary of King
Videocable Company ("KVC"), which in turn is a wholly-owned
subsidiary of King Broadcasting Company ("KBC");
WHEREAS, KBC has entered into an agreement through
which King Holding Corp. will become the owner of the stock of
KBC, which will be equally owned by the Providence Journal
Company and Kelso Partners IV, L.P.;
WHEREAS, King has requested the consent of the City to
the transfer of control of King from the current shareholders of
KBC to King Holding Corp.;
WHEREAS, on December 15, 1987, the City of Santa
Clarita was incorporated. The jurisdiction of the City includes
that portion of the service area of the Franchise depicted in
Exhibit A, attached hereto;
WHEREAS, in support of its Transfer Application, King
has submitted to the City the following documents which are on
file with the City Clerk, and are collectively referred to as the
"Transfer Documents":
(1) Letter regarding transfer of King Franchise
from Jeanne Spinner LaMar to Scott F. Field,
dated September 8, 1991;
(2) Letter from Scott F. Field to Jeanne Spinner
LaMar, dated September 30, 1991.
(3) Letters from Scott F. Field to Edward Hewson,
Jr., dated June 26, 1991 and November 27,
1991;
(4) Report regarding transfer of King Franchise
submitted to City dated October 30, 1991;
(5) Letter with enclosures from Michael B. Isaacs
to Scott F. Field dated October 29, 1991;
(6) Letter with attachments from Jeanne Spinner
LaMar to Scott F. Field, dated December 9,
1991; and
(7) Letter with attachments from Dodie Tschirch
to Scott F. Field, dated December 12, 1991;
WHEREAS, King has fulfilled all obligations set forth
in City ordinances as a prerequisite to transfer of control; and
WHEREAS, the City has considered the proposed transfer
of control and has found no reasonable cause to deny consent to
the transfer of control.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA, CALIFORNIA, DOES RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
SECTION 1. Pursuant to the Los Angeles County Code,
The Council finds that, based upon the representations contained
in the Transfer Documents, King will continue to have the
financial responsibility to comply with the Franchise.
SECTION 2. The change of control of King is hereby
approved subject to the following conditions of approval:
sff\852234.RES
A. The following documents constitute the
"Franchise Documents" which, individually and
collectively, represent the obligations imposed upon
Colony, and are collectively referred to as the
"Franchise";
(1) Section 16.58.010, et. sea. of the Los
Angeles County Code;
(2) Los Angeles County Ordinance No. 87-
1069F; and
(3) Letter from Shirley Aronson to Ellie
Kane, dated April 27, 1989; and
(4) This Resolution.
B. KVC and King, jointly and severally, accept
and guarantee performance of all obligations contained
in the Franchise.
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,... C. King shall reimburse the City its reasonable
administrative, consulting and legal costs incurred in
processing the application for approval of the change
of control which is the subject of this Resolution,
within 30 days of receiving an invoice from the City.
D. The consent herein granted shall be effective
upon the closing of the proposed transaction and the
City shall be notified by letter directed to the City
Clerk promptly upon such closing.
sff\852234.RE5
E. Colony Communications, Inc., a wholly-owned
subsidiary of the Providence Journal Company, shall
retain management and operational control of the Santa
Clarita cable television system operations after
consummation of the transaction .
F. King shall complete and deliver to the City a
proposal on providing educational and governmental
programming channel capacity and equipment no later
than sixty (60) days after the date of this Resolution.
Said proposal shall meet the terms of Section 6.E. of
Ordinance No. 87-0169F. Upon completion of the
proposal, King shall negotiate in good faith with the
City on implementing said proposal.
G. King shall comply with the Subscriber Service
Standards attached hereto as Exhibit B.
H. King will not seek a modification of any
franchise commitment regarding facilities and equipment
on the basis of "commercial impracticability" under
Section 625 of the Cable Communications Policy Act of
1984 solely as a result of the change of control
approved herein.
I. King shall at all times maintain and operate
the cable television system in compliance with the
technical guidelines and/or standards promulgated by
the Federal Communications Commission ("FCC")
specifically, but not limited to, those set out in Part
76 of Code of Federal Registrar, Title 47. Annually,
King shall perform a proof -of -performance test on the
system. The test results shall be filed with the City.
King shall remedy all deficiencies identified in the
test results as soon as it is reasonably practicable,
but in no event later than ten (10) working days after
receipt of the test results. The City Manager may
grant extensions of time to remedy deficiencies
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identified in the test results for good cause shown;
such consent shall not be unreasonably denied.
J. Failure of King to comply with any material
provision of this Resolution shall be grounds for the
City to invoke any of the City's remedies under the
Franchise, including but not limited to, Franchise
termination.
K. KVC and King shall, concurrently with the
closing of the Franchise transfer, file in the office
of the City Clerk a written acceptance of this
Resolution executed by King in the form of Exhibit C,
attached hereto. KVC and King , by executing and
filing the Acceptance, guarantee performance of all
obligations hereunder. The Acceptance shall be
notarized so as to indicate that the persons executing
the Acceptance have the authority to bind KVC and King.
This section is not intended as a definition of parent
company or affiliate for purposes other than approval
of this change of control.
SECTION 3. By consenting to and agreeing to accept
the change of control, neither the City nor King waives any
rights either may have under federal, state or local law.
SECTION 4. By delivering a copy of this Resolution
to King, the City hereby gives notice that pursuant to Revenue
and Taxation Code §107.6, the Franchise may create a possessory
interest which, if created, may be subject to property taxation
and that King may be subject to payment of property taxes levied
on such interest.
SECTION 5. The City Manager and the City Attorney,
or their designees, are hereby authorized and empowered to
execute any documents necessary, in their discretion, to
implement the approvals contained herein.
sff\852234.RE5
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PASSED, APPROVED AND ADOPTED this 14th day of January,
1992.
AYES: Boyer, Darcy, Heidt, Klajic
NOES: None
ABSENT: McKeon
ABSTAIN:
ATTEST:
TY CLERK
sff\852234.RES
MAYOR CITY OF-SAWrA CLARITA
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EXHIBIT B
SUBSCRIBER SERVICE STANDARDS
SECTION 1.- SERVICE STANDARDS: Franchisee shall
maintain an office reasonably accessible to subscribers to
provide the necessary facilities, equipment and personnel to
comply with the following consumer standards under normal
conditions of operation:
(a) Knowledgeable, qualified consumer service
representatives shall be available to respond to customer
telephone inquiries, a minimum of 55 hours weekly, during
normal business hours, Monday -Friday, plus supplemental
hours on weekends or after normal business hours. An
answering system will be available to record after-hours
messages, including weekends and holidays, and customer
service representatives will promptly answer phone messages
the next business day.
(b) A business and service office located either
within the Franchise area, or proximate to, shall be open
Monday through Friday during normal business hours, and
adequately staffed to accept subscriber payments and respond
to service requests and complaints. Additionally, based on
customer demand, Franchisee will staff the business and
service office after normal business hours Monday through
Friday and/or on weekends. If the business and service
office is located outside the Franchise area, a payment
center shall be located within the Franchise area.
(c) Franchisee shall provide an emergency system
sff\994430R.SSS
maintenance and repair staff, capable of responding to and
repairing major system malfunctions on a twenty-four (24)
hour basis .
(d) Franchisee shall schedule service and
installation appointments within a specified four (4) hour
time period in compliance with California Civil Code Section
1772.
(e) Telephone answer time by a customer service
representative, including wait time, and the time required
to transfer the call, shall not exceed 30 seconds. The
number of routine rings shall be four or fewer. This
standard shall be met no less than ninety percent of the
time measured on an annual basis.
(f) The customer will receive a busy signal less
than three percent of the total time that the business and
service office is open for business.
(g) Franchisee shall provide written information
in each of the following areas at the time of installation,
at least once every year and upon request:
products and services offered
prices and service options
installation and service policies
how to use the cable service
(h) Bills shall be clear, concise and
understandable.
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sff\994430R.SSS
(i) Refund checks shall be issued promptly, but
no later than the earlier of 45 days or the customer's next
billing cycle following the resolution of the request, and
the return of the equipment supplied by the cable company if
service is terminated.
(j) Customers within the Franchise area will be
notified a minimum of 30 days in advance of any rate or
channel deletion, within the control of the Franchised.
SECTION 2. - REQUESTS FOR CABLE SERVICE AND REPAIRS:
(a) Franchisee shall render efficient service,
make repairs promptly, and interrupt service only for good
cause and for the shortest time possible. Major scheduled
interruptions, insofar as possible, shall be preceded by
notice. A written log or an equivalent stored in computer
memory and capable of access and reproduction, shall be
maintained for three (3) years. The log shall indicate the
time and date of all significant service interruptions,
requests for cable service or repairs, and responses to
requests for cable service or repairs.
(b) Franchisee shall maintain a repair force of
technicians capable of responding to subscriber requests for
service within the following time frames ninety five percent
(95%) of the time on an annual basis and excluding
circumstances beyond the Franchisee's control:
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sff\994430R.SSS
(i) System outage: Within two (2) hours,
including weekends, of receiving subscriber
calls which by number identify a system
outage of sound or picture of one (1) or more
channels, affecting all the subscribers of
the system or a considerable number thereof.
(ii) Isolated outage: Within twenty-four
(24) hours, including weekends, receiving
requests for service from five (5) or more
customers in the same geographical area
identifying an isolated outage of sound or
picture for one (1) or more channels.
(iii) Inferior reception quality: Within
forty-eight (48) hours, including weekends,
of receiving a request for service
identifying a problem concerning picture or
sound quality.
(c) Franchisee shall be deemed to have responded
to a request for service under the provisions of this
Section when a technician arrives at the service location,
if necessary, or otherwise begins work on the problem. In
the case of a subscriber not being home when the technician
arrives, response shall be deemed to have taken place if the
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technician leaves written notification of arrival.
(d) Not less than 95% of the time measured, on an
annual basis, standard installations will be performed
within seven business days after an order has been placed.
"Standard" installations are up to 125 feet from the
existing distribution system.
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EXHIBIT C
of r!0 uif• 011 Zi Lei
KING VIDEOCABLE COMPANY-NEWHALL hereby accepts, and
KING VIDEOCABLE COMPANY hereby guarantees, each and every term of
Resolution No. 92-14 of the City of Santa Clarita, entitled "A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA
REGARDING THE CHANGE OF CONTROL OF THE CITY CABLE TELEVISION
SYSTEM FRANCHISE."
DATED: �7, 1992
ATTEST %
i
Harr Dyson, Secretary
KINK VIDEOCABLE COMPANY-NEWHALL
ATTEST
Z,
Harry yson, Secretary
KING IDEOCABLE COMPANY
KING VIDEOCABLE COMPANY-
NEWHALL
By:
Name
Titl!
By:
Name
Titl
On March Id , 1992, in the City of Providence, Rhode Island, personally appeared
before me, Jack C. Clifford, Chairman of King Videocable Company -Newhall and
Chairman of King Videocable Company, and Harry Dyson, Secretary of King Videocable
Company -Newhall and King Videocable Company, eac nown to me to hold the positions
so stated, and each, in my presence, signed the foregoing in their capacity
as Chairman and Secretary, respectively, of King Videocable Company -Newhall and
King Videocable Company..and as such have the authority to bind said companies.
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Patricia E. D'Ambrosi.o, Notary Public
My Commission expires: 6/25/93.
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