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Home My WebLink About1996-08-27 - RESOLUTIONS - CABLE TELEVISION CONTROL TRSFR (2)RESOLUTION NO. 96-116 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM CONTINENTAL CABLEVISION, INC. TO US WEST, 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. 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 (the Cable Television Ordinance and the Franchise Ordinance as adopted by the City are hereinafter referred to as the "Franchise'); WHEREAS, King is a wholly-owned subsidiary of King Videocable Company ("KVC"), which in turn was 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 ("PJC") and affiliates of Kelso & Company, Inc. ("Kelso'), became the owner of the stock of KBC; WHEREAS, pursuant to Resolution No. 95-89, the City approved the transfer of control of the Franchise, whereby effective control of the Franchise was transferred to Continental Cablevision, Inc. ("Continental"); WHEREAS, Continental and US West, Inc. ("US West') have entered into an Amended and Restated Agreement and Plan of Merger dated as of February 27, 1996 (the "Merger'), subject to, among other considerations, any required approval of the franchising authorities with respect thereto; WHEREAS, in connection with the merger, Grantee's parent company, Continental, will merge with Continental Merger Corporation, a wholly-owned subsidiary of US West, Inc.; WHEREAS, if and when the Merger is consummated, effective control of the Franchise will be transferred to US West; WHEREAS, US West is a publicly owned corporation, organized under the laws of the State of Delaware; WHEREAS, Section 4.04.230 of 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 an FCC Form 394 and any other information as may be required by the City; WHEREAS, Continental and US West have filed an FCC Form 394 with the City requesting City Council approval of the transfer of control of the Franchise to US West (hereinafter referred to as the "Transfer"); WHEREAS, in support of its FCC Form 394 Application, Continental and US West 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": 1. FCC Form 394 with Exhibits, filed with the City on April 29, 1996; 2. Letter with a three volume appendix from Continental to the City of Santa Clarita, dated May 31, 1996; and 3. Letter with an enclosure from Continental to the City of Santa Clarita, dated July 17, 1996. WHEREAS, Continental has represented that it is in full compliance with all terms and conditions of the Franchise, and the City is not presently aware of any non- compliance with the Franchise; WHEREAS, Grantee and the City disagree regarding the City's authority under federal law to condition consent to the transfer upon the Grantee's reimbursement of the City's costs incurred in connection with the transfer, but that Grantee has voluntarily agreed to reimburse the City's reasonable costs in order to secure approval of the transfer of control of the Grantee; s 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, US West 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 Continental's compliance 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: i. 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; iii. 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. Resolution NO. 95-89, inclusive of all Exhibits; and vi. This Resolution and the Exhibits attached to it. Section 3. Grantee and US West agree that, notwithstanding Section 521, gt seg., 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 Continental. Further, any such acts or omissions shall be relevant to renewal discussions to the same extent as if they had occurred under the control of US West. The City Council hereby finds that the Franchise is presently in full force and effect. Section 4. Grantee, under the control of US West, agrees and warrants that it will not seek to establish a charge, or to justify an existing or changed charge, based on a coat -of -service showing resulting from or arising out of the Merger, unless and until the FCC approves the "Amended Social Contract," as set forth at FCC 96-76 and applied to the Franchise. Section 5. US West will agree that approval of the transfer shall not be deemed to be an approval or consent by the City that the cable system, or any part of it, as it presently exists or as it may be upgraded or rebuilt in the future, be devoted to any use other than the provision of cable television services; the City does not waive and reserves to itself any and all rights that it may have, now or in the future, to preclude, regulate, permit, or license use of the cable system for such purposes, to the full extent allowed by applicable federal and state law. Section 6. During the term of itp existing Franchise, Grantee agrees to notify the City in writing not less than sixty (60)' days prior to its initial offering to use the cable system (or any portion thereof) to provide residential or commercial telephony, video conferencing, or high speed data transmission service. Such notice shall provide complete information as to the nature and extent of the proposed and potential for impact on cable television subscriber rates and services. In no event shall provisions of such notice be deemed consent by the City to the proposed use of the cable system for such purpose(s). Section 7. Failure of Grantee or US West to comply with any material provisions of this Resolution 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 8. The consent herein granted shall be effective upon the closing of the proposed transfer, and US West shall notify the City by letter directed to the City Clerk -- promptly upon such closing. Section 9. Grantee and the wholly-owned subsidiary of US West, Inc. into which Continental Cablevision, Inc. will be merged ("Continental Merger Corporation") shall, within ninety (90) days of the close of the Merger, file in the office of the City Clerk, a written Acceptance and Guarantee of the Resolution executed in the form of Exhibit A, attached hereto. By executing and filing the Acceptance and Guarantee, Grantee accepts and Continental Merger Corporation 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 Merger Corporation. Failure of Grantee and Continental Merger Corporation to timely sign and file the Acceptance and Guarantee shall void the approval of the Transfer. Section 10. 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 Merger closes. Section 11. 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 27th day of meg_, 1996—. MAYOR, CITY OF SANTA CLARITA STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss CITY OF SANTA CLARITA ) I, George rravaIho , 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 Clarita at a regular meeting thereof, held on the 27th day ofA-U-9 s� 1996 by the following vote of Council: AYES: COUNCILMEMBERS: Smyth, Darcy, Heidt, Klajic, Boyer NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS:-- EXHIBIT A 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. 96-116 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 CONTINENTAL CABLEVISION, INC. TO US WEST, 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 is closed by said date. Dated: , 1996 KING VIDEOCABLE COMPANY-NEWHALL Name: Title: Continental Merger Corporation hereby unconditionally guarantees each and every term of Resolution No. 96-116 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 CONTINENTAL CABLEVI4I0N, INC. TO US WEST, INC. Continental Merger Corporation 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 Merger. Dated: 1996 CONTINENTAL MERGER CORPORATION an Name: Title: