HomeMy WebLinkAboutRES 99-76RESOLUTION NO. 99-76
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DIAMOND BAR
AUTHORIZING AND CONSENTING THE TRANSFER OF CONTROL OF A CABLE
TELEVISION FRANCHISE BY CENTURY COMMUNICATIONS CORPORATION TO
ADELPHIA COMMUNICATIONS CORPORATION
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 May 18, 1999, the Franchise Authority adopted Resolution No. 99-36, which
authorized the assignment and transfer of the Franchise by Franchisee to Century -TCI California,
L.P., a Delaware limited partnership. Century -TCI California, L.P. will be managed by Century
Communications Corporation ("Century") and will be owned approximately 75% by Century
and 25% by affiliates of Tele-Communications, Inc. As of the date of adoption of this resolution,
that previously authorized assignment and transfer has not occurred.
C. On April 26, 1999, the Franchise Authority received from Century, as the
proposed transferor, and from Adelphia Communications Corporation ("Adelphia"), as the
proposed transferee, an application for a transfer of control of the Franchise that may become
effective either before or after the assignment and transfer of the Franchise to Century -TCI
California, L.P. This application included FCC Form 394 entitled "Application for Franchise
Authority Consent to Assignment or Transfer of Control of Cable Television Franchise."
Supplemental information relating to the proposed merger of Century with and into Adelphia
was provided to the Franchise Authority.
D. 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 proposed transferee in connection with the proposed
change of control of the Franchise that may occur either before or after its assignment and
transfer to Century -TCI California, L.P.
E. 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 or of Century -TCI California, L.P. following its assumption of the Franchise.
99-76
NOW, THEREFORE, THE CITY COUNCIL, OF THE CITY OF DIAMOND BAR
DOES RESOLVE 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 transfer of
control of the Franchise by Century to Adelphia, whether that transfer of control occurs before or
after the assignment of the Franchise to Century -TCI California, L.P.
Section 2. The authorization, consent and approval of the Franchise Authority to the
proposed change of control is conditioned upon compliance by the transferor or the transferee
with the following requirements, as to which they are jointly and severally responsible:
A. An original or conformed copy of the written instrument evidencing the
closing and consummation of the merger resulting in the proposed change of control of
the Franchise must be filed in the office of the City Clerk within 30 days after closing and
consummation.
B. 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 change of control of the Franchise; provided,
however, that those costs and expenses will not exceed the sum of $5000 and will be set
forth in an itemized statement transmitted by the City Manager, or the City Manager's
designee, to the transferor 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 persons:
Clifford A. Bail, Esq.
Century Communications Corporation
50 Locust Avenue
New Canaan, Connecticut 06840
Randolph D. Fisher, Esq.
Vice President and General Counsel
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
Section 5. The City Clerk is directed to certify to the passage and adoption of this
resolution.
PASSED, APPROVED, AND ADOPTED this 21 s t day of
September 1999.
MAYOR
I, LYNDA BURGESS, City Clerk of the City of Dimond Bar, do hereby certifyat the
foregoing Resolution was passed, approved and adopted at a regular meeting of the City Council
of the City of Dimond Bar held on the 21 s tday of Septembe,r1999, by the following vote:
AYES: COUNCIL MEMBERS: Ansari, Herrera, Huff,
MPT/O'Connor, M/Chang
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ATTES�
*LDA BURGESS,�ity Clerk
of the City of Diamond Bar