HomeMy WebLinkAboutRES 99-36RESOLUTION NO. 99- 36
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DIAMOND BAR
AUTHORIZING THE ASSIGNMENT AND TRANSFER OF A CABLE TELEVISION
FRANCHISE AGREEMENT BY CITIZENS CENTURY CABLE TELEVISION
VENTURE TO CENTURY -TCI CALIFORNIA, L.P.
RECITALS:
A. Citizens Century Cable Television Venture, a joint venture organized under the
laws of the State of New York, ("Franchisee") is the duly authorized holder of a franchise
("Franchise") that authorizes the construction, operation, and maintenance of a cable television
system within the City of Diamond Bar ("Franchise Authority").
B. On February 17, 1999, the Franchise Authority received from the Franchisee and
from Century -TCI California, L.P. ("Transferee"), an application for the assignment and transfer
of the existing Franchise, which application included FCC Form 394 entitled "Application for
Franchise Authority Consent to Assignment or Transfer of Control of Cable Television
Franchise." Supplemental information was provided to the Franchise Authority by the Franchisee
and the Transferee on April 7 and April 14, 1999.
C. In accordance with Section 13.12.540 of Chapter 13.12 of the Diamond Bar
Municipal Code, the Franchise Authority has the right to review and to approve the financial,
technical, and legal qualifications of the Transferee in connection with the proposed assignment
and transfer of the Franchise.
D. The staff of the Franchise Authority has reviewed the documentation that
accompanied FCC Form 394 and, based upon the representations set forth in that documentation,
has concluded that the proposed Transferee has the requisite financial, technical, and legal
qualifications to adequately perform, or to ensure the performance of, all obligations required of
the Franchisee under the Franchise, and that the Transferee will be bound by all existing terms,
conditions, and obligations under the Franchise previously granted by the Franchise Authority to
the Franchisee.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DIAMOND BAR
RESOLVES AS FOLLOWS:
Section 1. In accordance with Section 13.12.540 of Chapter 13.12 of the Diamond
Bar Municipal Code, the Franchise Authority consents to and approves the proposed assignment
and transfer of the Franchise by Citizens Century Cable Television Venture to Century -TCI
California, L.P., including such intermediate transfers as may be required to effectuate that
ultimate assignment and transfer.
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Section 2. The authorization, consent and approval of the Franchise Authority to the
proposed assignment and transfer is conditioned upon compliance by the Franchisee or the
Transferee with the following requirements, as to which they are jointly and severally
responsible:
1. The Franchisee and the Transferee will execute and file in the office of the City
Clerk an "Assignment and Assumption Agreement" in substantially the form attached to
this resolution as Exhibit A. The Mayor is authorized to execute that document and
thereby evidence the written consent of the Franchise Authority to the assignment and
assumption of all rights and obligations under the Franchise.
2. An original or conformed copy of the written instrument evidencing the closing
and consummation of the proposed transfer and assignment of the Franchise must be filed
in the office of the City Clerk within 30 days after that closing and consummation.
3. The Franchise Authority will be reimbursed for all costs and expenses reasonably
incurred by the Franchise Authority in processing and evaluating the information relating
to the proposed transfer and assignment of the Franchise; provided, however, that those
costs and expenses will not exceed the sum of $5,000 and will be set forth in an itemized
statement transmitted by the City Manager, or the City Manager's designee, to the
Franchisee and the Transferee within 60 days after the effective date of this Resolution.
Section 3. Nothing contained in this Resolution may be construed to extend the term
of the Franchise, which will terminate in its entirety on March 13, 2007.
Section 4. The City Clerk is directed to transmit a certified copy of this resolution to
the following person:
Clifford A. Bail, Esq.
Century -TCI California, L.P.
c/o Century Communications Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
Section 5. The City Clerk is directed to certify to the passage and adoption of this
resolution.
PASSED, APPROVED, AND ADOPTED this 18tiday May of 1999.
P
Mayor
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I, LYNDA BURGESS, City Clerk of the City of Diamond Bar, do hereby certify that the
foregoing Resolution was duly introduced, passed and adopted by the City Council of the City of
Diamond Bar, at a regular meeting held on the 18 th day of May , 1999, by the
following vote:
AYES: COUNCIL MEMBERS:Ansari, Huff, MPT/O'Connor
M/Chang
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Herrera
ABSTAINED: COUNCIL MEMBERS: None
LYNDA BURGESS, City Clerk
City of Diamond Bar
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M •
EXIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
- AND
GUARANTEE OF ASSIGNEE'S OBLIGATIONS
(CABLE TELEVISION FRANCHISE AGREEMENT)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made
and entered into this _21st day of _ u I y 1999, by and between Citizens Century
Cable Television Venture, a joint venture organized under the laws of the State of New York
("Assignor"), Century -TCI California, L.P., a Delaware limited partnership, ("Assignee"), and
the City of Diamond Bar, a California municipal corporation ("Franchise Authority").
RECITALS:
A. Assignor is the authorized holder of a franchise that authorizes the construction,
operation, and maintenance of a cable television system within the City of Diamond Bar,
California. Assignor's nonexclusive cable television franchise will expire by its terms on March
13, 2007.
B. Subject to the prior consent of the Franchise Authority, Assignor desires to assign
and transfer to Assignee, and Assignee desires to assume, all rights, duties, and obligations under
that certain cable television franchise agreement between the Franchise Authority and the
Assignor that became effective on June 6, 1997, and was thereafter assigned ("Franchise
Agreement").
THE PARTIES AGREE AS FOLLOWS:
1. Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and
obligations under the Franchise Agreement.
2. Assignee covenants and agrees with Assignor and with the Franchise Authority to
assume all rights and to assume and perform all duties and obligations of the Assignor under the
Franchise Agreement.
3. Franchise Authority consents to the assignment and transfer by Assignor to
Assignee of all rights, duties, and obligations specified in the Franchise Agreement, contingent
upon the execution by Century Communications Corp. as guarantor, of the "Guarantee of
Assignee's Obligations" that is attached as Schedule 1 to this Agreement.
TO EFFECTUATE THIS AGREEMENT, the parties have caused this Assignment
and Assumption Agreement to be executed by their duly authorized representatives as of the date
set forth below the authorized signature.ii'
„ASSIGNOR"
Citizens Century Cable
Television Venture, a New York
joint venture
By: Century Telecommunications
Venture Corp., a venture
APPROVED AS TO FORM:
B
(autl rized :corporate officer)
Legal Counsel Title: I�ic�t'atricQ�. 4"
Date: t
„ASSIGNEE"
i
Century -TCI California, L.P.
By: Century Exchange LLC,
General Partner
By: Century Southwest Cable
Television, Inc., n
Managing Member
APPROVED AS TO FORM:, D
By:
h ( orized Officer)
Legal Counsel Title: Yl- rr��
Date: ?14 (9g
"FRANCHISE AUTHORITY
CITY OF DIAMOND BAR
ROVED tTO FORM:
By: Mayo
ty,Attorney Date: L/
ATTEST:
City Clerk
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SCIIEDULEI
to
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
GUARANTEE OF ASSIGNEE'S OBLIGATIONS
In consideration for the Franchise Authority's consent to the assignment and transfer of the
Franchise Agreement that is referenced in this Agreement, the undersigned entity
unconditionally guarantees the performance by Assignee of its obligations under that Franchise
Agreement.
,'GUARANTOR"
Century Communications Corp., a
Cd$ -inware-corporation
By:
thorized Corporate Officer)
Title:
k . Date: �6 Lf i
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