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HomeMy WebLinkAboutORD 01 (1997)ORDINANCE NO. x{1997) AN ORDINANCE OF THE CITY OF DIAMOND BAR AUTHORIZING THE RENEWAL OF A CABLE TELEVISION FRANCHISE AGREEMENT BETWEEN THE CITY AND JONES INTERCABLE, INC., AND CONCURRENTLY AUTHORIZING THE ASSIGNMENT OR TRANSFER OF THAT FRANCHISE AGREEMENT BY JONES INTERCABLE, INC. TO CITIZENS CENTURY CABLE TELEVISION VENTURE THE CITY COUNCIL OF THE CITY OF DIAMOND BAR DOES ORDAIN AS FOLLOWS: Section 1.. This ordinance is adopted in consideration of the following facts and circumstances: A. Jones Intercable, Inc., a Colorado corporation, ("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. In accordance with Ordinance No. 04 B adopted by the City Council on December 3, 1996, the Franchise will terminate in its entirety on May 31., 1997. C. Negotiations between the Franchise Authority and the Franchisee commenced in mid-1996 and have resulted in a new agreement entitled "An Agreement between the City of Diamond Bar and Jones Intercable, Inc., Renewing a Nonexclusive Franchise to Operate a Cable Television System in the City of Diamond Bar and Setting Forth Terms and Conditions Relating to the Renewal of the Franchise" ("Franchise Renewal Agreement"). D. During the renewal negotiations between the Franchise Authority and the Franchisee, the Franchisee gave notice of its intention to sell and transfer the Franchise to Citizens Century Cable Television Venture, a joint venture organized under the laws of the State of New York and comprised of Citizens Cable Company, a Delaware corporation, and Century Telecommunications Venture Corp., a Delaware corporation ("Transferee"). E. On November 7, 1996, the Franchise Authority received from the Franchisee and the Transferee an application for a transfer of control 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." F. 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 approve the financial, technical, and legal qualifications of the Transferee in connection with the proposed transfer of control of the Franchise. G. 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. Section S. The Franchise Authority authorizes the renewal of a nonexclusive franchise with Franchisee to construct, operate, and maintain a cable television system within the City. This authorization is made in accordance with the applicable provisions of Division 6 ("Renewal") of Chapter 13.12 of the Diamond Bar Municipal Code, the applicable provisions of state and federal law, and the terms and conditions of that certain Franchise Renewal Agreement attached as Exhibit A to this ordinance and incorporated by this reference. ,ggction 3. That certain Franchise Renewal Agreement attached as Exhibit A to this ordinance is authorized and approved, and the Mayor is authorized to execute that agreement on behalf of the Franchise Authority following its execution by the Franchisee. Section 4. Upon execution of the Franchise Renewal Agreement by the parties as provided for above in Section 3, the Franchise Authority, in accordance with Section 13.12.540 of Chapter 13.12 of the Diamond Bar Municipal Code, consents to and approves the proposed sale and transfer of control of the Franchise by Jones Intercable, Inc. to Citizens Century Cable Television Venture, conditioned upon compliance with the following requirements, as to which the Franchisee and the Transferee are jointly and severally responsible: A. 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 ordinance as Exhibit B. 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 Renewal Agreement. B. An original or conformed copy of the written instrument evidencing the closing and consummation of the proposed sale and transfer of the Franchise by the Franchisee to the Transferee must be filed in the office of the City Clerk within thirty (30) days after that closing and consummation. C. The Franchise Authority will be reimbursed for all costs and expenses reasonably incurred by the Franchise Authority's staff in processing and evaluating the information relating to the proposed sale and transfer 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 thirty (30) days after the effective date of this ordinance. Section 5. The City Clerk is directed to transmit a certified copy of this ordinance to Mr. Clifford A. Bail, Vice President - Legal Affairs and Corporate Counsel, Century Communications Corporation, 50 Locust Avenue, New Canaan, Connecticut 06840-4750, and to Thomas E: Carlock, Esq., Counsel for Jones Intercable, Inc., 9697 E. Mineral Avenue, Englewood, Colorado 80155-3309. Section 6. The City Clerk is directed to certify to the passage and adoption of this ordinance and to cause it to be published or posted as required by law. PASSED, APPROVED, AND ADOPTED thW_;_, 6th day of May 1997. Mayo I, Lynda Burgess, City Clerk of the City of Diamond Bar, certify that the foregoing ordinance was introduced at a regular meeting of the City Council of the City of Diamond Bar held on the 1st day of April , 1997, and was finally adopted at a regular meeting of the City Council of the City of Diamond Bar held on the 6th day of May 1997, by the following vote: AYES: COUNCIL MEMBERS: Ansari, Werner, MPT/Herrera, M/Huff. NOES: COUNCIL MEMBERS: Harmony ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None ATTEST: Cit Clerk, City of Diamond Bar - 3 - AN AGREEMENT BETWEEN THE CITY OF DIAMOND BAR AND JONES INTERCABLE, INC., RENEWING A NON-EXCLUSIVE FRANCHISE TO OPERATE A CABLE TELEVISION SYSTEM IN THE CITY OF DIAMOND BAR AND SETTING FORTH TERMS AND CONDITIONS RELATING TO THE RENEWAL OF THE FRANCHISE. ASSIGNMENT AND ASSUMPTION AGREEMENT (CABLE TELEVISION FRANCHISE AGREEMENT) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into this day of , 1997, by and between Jones Intercable, Inc., a Colorado corporation ("Assignor"), Citizens Century Cable Television Venture, a joint venture organized under the laws of the State of New York ("Assignee"), and the City of Diamond Bar, a California municipal corporation ("Franchise Authority"). 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 was renewed by the Franchise Authority by Ordinance No. adopted on , 1997. 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 agreement approved by Ordinance No. and entitled "An Agreement between the City of Diamond Bar and Jones Intercable, Inc., Renewing a Nonexclusive Franchise to Operate a Cable Television System in the City of Diamond Bar and Setting Forth Terms and Conditions Relating to the Renewal of the Franchise" ("Franchise Renewal Agreement"). THE PARTIES AGREE AS FOLLOWS: 1. Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and obligations under the Franchise Renewal 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 Renewal Agreement.