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Home My WebLink About1995-07-11 - RESOLUTIONS - CABLE TELEVISION CONTROL TRSFR (2)RESOLUTION NO. 95-89 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM PROVIDENCE JOURNAL COMPANY TO CONTINENTAL CABLEVISION, INC. 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 (the "Cable Television Ordinance"), adopted Ordinance No. 87-1069F (the "Franchise Ordinance") granting King Videocable Company -Newhall ("King" or "Grantee"), a cable television franchise to construct, operate and maintain a cable television system. The Cable Television Ordinance and the Franchise Ordinance constitute, and will be hereinafter referred to as the ("Franchise"); WHEREAS, on December 15, 1987, the City of Santa Clarita was incorporated. Following incorporation, the City codified the Cable Television Ordinance at Chapter 4.10 of the Santa Clarita Municipal Code, and readopted and amended the Franchise Ordinance pursuant to City Ordinance No. 88-27; 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, pursuant to Resolution No. 92-14, the City approved the transfer of control of the Franchise, whereby King Holding Corp.("KHC"), which is equally owned by the Providence Journal Company and affiliates of Kelso & Company, Inc. ("Kelso'), became the owner of the stock of KBC; WHEREAS, on July 11, 1995, the City and Grantee entered in an agreement entitled "Settlement Agreement between the City of Santa Clarita and King Videocable Company - Newhall, regarding Cable Television Franchise Obligations" (hereinafter referred to as the "Settlement Agreement"); WHEREAS, PJC and Continental Cablevision, Inc. ("Continental') have entered into an Amended and Restated Agreement and Plan of Merger dated as of November 18, 1994 (the "Agreement"), subject to, among other considerations, any required approval of the franchising authorities with respect thereto; WHEREAS, in connection with the merger and other transactions (hereinafter referred to as the "Transaction") contemplated by the Agreement, the fifty (50%) percent interest in KHC held by Kelso will be sold to PJC; WHEREAS, Continental will be a publicly owned company; WHEREAS, the Cable Television Ordinance requires City Council consent to any transfer or change of control of the franchise; WHEREAS, FCC Regulations (47 CFR § 76.502(I)(1)) require that in order for a cable operator to obtain City approval of a transfer or change in control of the franchise, it must submit to the City a FCC Form 394 and any other information as may be required by the City; WHEREAS, PJC and Continental have filed a FCC Form 394 with the City requesting City Council approval of the transfer of control of the Grantee to Continental (hereinafter referred to as the "Transfer"); WHEREAS, effect of the Transaction and the Transfer will change effective control of the Grantee from PJC and Kelso to Continental; WHEREAS, in support of its Form 394 Application, PJC and Continental have submitted to the City the following documents which are on file with the City Clerk, and are collectively referred to as the "Transfer Documents": Form 394 with Exhibits, filed with the City on February 28, 1995; 2. Letter with a three volume appendix from Continental to City of Santa Clarita, dated April 17, 1995: WHEREAS, the Conference Report to the 1992 Federal Cable Television Act, in discussing franchise renewal under Section 626 of the Communications Act of 1934 (47 U.S.C. § 546) states that transferees of a cable television franchise are not responsible for breaches of the franchise committed by the transferor. Consequently, the City Council finds that it is necessary that all Franchise noncompliance issues be remedied prior to the Transfer; WHEREAS, the City has evaluated the Grantee's compliance with the Cable Television Ordinance and the Franchise Agreement; WHEREAS, all disputes regarding Franchise compliance have been remedied pursuant to the Settlement Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Santa Clarita City Council finds that, based upon the representations contained in the Transfer Documents, and the terms and conditions of this Resolution, Continental has the legal, financial, character, technical and public interest qualifications to control the Franchise. The City Council hereby approves and consents to the Transfer, subject to the Grantee complying with the terms and conditions of this Resolution. Section 2. Upon the close of the Transaction, the Grantee shall comply with and be bound by the following documents: Chapter 4.10 of the Santa Clarita Municipal Code; ii. Los Angeles County Ordinance No. 87-1069F as readopted and amended pursuant to City Ordinance No. 88-27; Resolution No. 92-14, inclusive of Exhibits A, B and C thereto; iv. Letter from Shirley Aronson to Ellie Kane, dated April 27, 1989; V. The Settlement Agreement; and vi. This Resolution. Section 3. Grantee and Continental agrees that notwithstanding Section 521 91..9q. of Title 47 of the United States Code, following the close of the Transfer, the Grantee shall assume responsibility with respect to the Franchise for all prior acts or omissions of the Grantee while under the control of PJC. The City Council hereby finds that the Franchise is presently in full force and effect. The City Council further finds that the Grantee is currently in compliance with the Franchise and its obligations. Section 4. Following the close of the Transaction, the Grantee, in partnership with Time -Warner Cable, shall continue to operate the existing public access studio located in Santa Clarita, California, and the related facilities required for public, educational and governmental ("PEG") access at the same level of effort as currently provided as of the effective date of this Resolution. Said facility shall be made available for use by City residents. Section 5. Grantee and Continental shall apply to the Federal Communications Conunission to extend to the City of Santa Clarita the "Social Contract," as set forth at FCC 95-137. Section 6. Failure of Grantee under Continental's control to comply with any material provision of this Resolution, the Settlement Agreement or the Franchise shall be grounds for the City to invoke any of the City's remedies under and in accordance with the Franchise. Section 7. The consent herein granted shall be effective upon the closing of the Transaction and the City shall be notified by letter directed to the City Clerk promptly upon such closing. _ Section S. Grantee and Continental shall, within ninety (90) days of the adoption of this Resolution, file in the office of the City Clerk, a written Acceptance and Guarantee of this Resolution executed in the form of Exhibit A, attached hereto. By executing and filing the Acceptance and Guarantee, Grantee accepts and Continental guarantees performance of all obligations hereunder. The Acceptance and Guarantee shall be notarized so as to indicate that the persons executing the Acceptance and Guarantee have the authority to bind Grantee and Continental. Failure of Grantee and Continental to timely file the Acceptance and Guarantee shall void the approval of the Transfer. Section 9. Grantee shall reimburse the City its reasonable, actual administrative, accounting, consulting.and legal costs incurred in processing the application for approval of the Transfer within 30 days of receiving an invoice from the City. The reimbursement amount shall not exceed Ten Thousand Dollars ($10,000). Grantee shall reimburse the City said costs regardless of whether the Transaction closes. Grantee shall not treat this obligation as an "external cost' under Title 47, Sections 76.922 and 76.925 of the Code of Federal Regulations. Section 10. The City Administrator 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. PASSED, APPROVED AND ADOPTED this 11thday of July, 1995. MAYOR, CITY OF SANTA CLARITA AT ST: Y CLERK �� STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss CITY OF SANTA CLARITA ) I, Donna M. Grindey, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarity at a regular meeting thereof, held on the lith day of July 1995 by the following vote of Council: AYES: COUNCILMEMBERS: Boyer, Heidt, Smyth, Pederson, Darcy NOES: COUNCILMEMBERS: time ABSENT: COUNCILMEMBERS: None TY CLERK ACCEPTANCE AND GUARANTEE OF TRANSFER OF CONTROL OF FRANCHISE King Videocable company -Newhall ("Grantee"), hereby accepts and guarantees each and every term of Resolution No. 95-89 of the City of Santa Clarita, entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM PROVIDENCE JOURNAL COMPANY TO CONTINENTAL CABLEVISION, INC. Grantee hereby further agrees to reimburse the City of Santa Clarita's actual costs in the amount not to exceed Ten Thousand Dollars ($10,000.00) within 30 days of receipt of an invoice from the City regardless of whether the Transaction referred to in said Resolution has not closed by said date. Dated: i . to , 1995 KING VIDEOCABLE COMPANY-NEWHALL L' Name: JG-cv- C. Ct:-V-Grj- Title: CLt VVVNCL- T Continental Cablevision, Inc. ("Continental"), hereby unconditionally guarantees each and every term of Resolution No. 95-89 of the City of Santa Clarita, entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM PROVIDENCE JOURNAL COMPANY TO CONTINENTAL CABLEVISION, INC. Continental hereby waives any right to require the City to proceed first against Grantee or pursue any other remedy in City's power. The guarantee provided herein shall only be effective upon the close of the Transaction. Dated: ( 1995 CONTINENTAL CABLEVISION, INC. Name:/T ry1oY7 Title: App - o��OMuz� /0,O;,S