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HomeMy WebLinkAboutAGMT - Adelphia Cablevision Franchise Agreement1 1 1 • CITY OF SEAL BEACH ORANGE COUNTY, CALIFORNIA RESOLUTION NUMBER 4928 • 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH AUTHORIZING AND CONSENTING TO THE TRANSFER OF CONTROL OF A CABLE. TELEVISION FRANCHISE HELD BY COMCAST CABLEVISION OF SEAL BEACH, INC RECITALS. A. Comcast Cablevision of Seal Beach, Inc., a Delaware corporation ( "Franchisee "), is the duly authorized holder of a franchise ( "Franchise ") that authorizes the construction, operation, and maintenance ofa cable television system within the City of Seal Beach ("Franchise Authority "). • B. On March 9, 2000, the Franchise Authority received from Comcast Cablevision Corporation of California, the parent company of the Franchisee, and from Manchester Cablevision, Inc., an indirect, wholly -owned subsidiary of Adelphia Communications Corporation ( "Transferee "), an application for the Franchise Authority's consent to a transfer of control of the Franchise. This application was made on FCC Form 394 entitled "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise." Supplemental information relating to this application was provided to the Franchise Authority by the applicants in letters dated June 1, 2000, and June 30, 2000 C. In accordance with Section 23A -4(6) of Chapter 23A of the Cude of the City of Seal Beach, the Franchise Authority has the right to review and to approve the financial, technical. and legal qualifications of Adelphia Communications Corporation, as the ultimate parent corporation of the Transferee, in connection with the proposed transfer of control of the Franchise and the Franchisee. 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 Adelphia Communications Corporation, as the ultimate parent corporation of the proposed Transferee, Manchester Cablevision, Inc., 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 Franchisee will continue to be bound by all existing tens, conditions, and obligations under the Franchise previously owned and operated by Comcast Cablevision of Seal Beach, Inc. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH RESOLVES AS FOLLOWS. Section I. In accordance with Section 23A -4(6) of Chapter 23A ofthe Code of the City of Seal Beach, the Franchise Authority consents to and approves the proposed cable system exchange transaction by and between Comcast Corporation, on the one hand, and Adelphia Communications Corporation, on the other hand, which cable system exchange transaction when consummated will result in a change of control of the Franchisee and of the Franchise The Franchise Authority further consents to and approves the internal reorganization among subsidiaries of Comcast Corporation, the ultimate parent company of the Franchisee, the conversion of the Franchisee from a corporation to a limited liability company, and the transfer by Comcast Cablevision Corporation of California of its limited liability company ownership interests in the Franchisee to Manchester Cablevision, Inc. Resolution Number 40.215 1 • Section 2 The authorization, consent and approval of the Franchise Authority to the proposed change of control is conditioned upon compliance by the applicants with the following requirements, as to which they are jointly and severally responsible. 1. Adelphia Communications Corporation, as the ultimate parent corporation of the Transferee, Manchester Cabievision, Inc , will execute and file with the office of the City Clerk an "Unconditional Guarantee of Transferee's Obligations" in substantially the form attached as Exhibit A to this resolution 2 An original or conformed copy of the written instrument evidencing the closing and consummation of the proposed cable system exchange transaction that will result in a change of control of the Franchisee and the Franchise must be filed in the office of the City Clerk within 30 days after that closing and consummation 3 Regardless of whether the transaction described in the FCC Form 394 actually closes, 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 Franchisee and the Franchise; provided, however, that those costs and expenses will not exceed the sum of $2,500 and will be set forth in an itemized statement transmitted by the City Manager, or the City Manager's designee, to the applicants within 60 days after the effective date of this resolution. The total amount set forth in the statement must be paid by the applicants to the Franchise Authority within 30 days after the date of the statement Section 3. Nothing contained in this resolution may be construed to extend the term of the Franchise, which will terminate in its entirety on January 9, 2008. Section 4. The City Clerk is directed to transmit a certified copy of this resolution to the following persons. Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 -4735 Attention General Counsel Adelphia Communications Corporation Main al Water Street Coudersport, Pennsylvania 16915 Attention: Randall D. Fisher, Esq Section 5. The City Clerk is directed to certify to the passage and adoption of this resolution L'AS'S APPROVED DOPTE .� clay of �N AYES NOES Councilmembers ABSENT: Councihnembcrs A•TTET. Jot( ne M. Yco, City Clerk by the City Council of the City of Seal Beach on , 2000 by the following vote• i Councilmcmbc Mayo . 1 1 1 1 1 1 • APPROVED AS TO FORM: QUINN M BARROW. CITY ATTORNEY STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) 1, Joanne M Yeo, City Clerk of Seal Beach, California, resolution is the original copy of Resolution Number Clerk, passed, approved, and adopted the City Council meeting thereof held on the day of Resolution Number4 hereby certify that the foregoing on file in the office of the City of th7 ity of Seal Beach, at a regular 2000 EXHIBIT A UNCONDITIONAL GUARANTEE OF TRANSFEREE'S OBLIGATIONS In consideration for the Franchise Authority's consent to the transfer of control of the Franchise as referenced in the foregoing resolution, Adelphia Communications Corporation, as the ultimate parent corporation of the Transferee, Manchester Cablevision, Inc , unconditionally guarantees the performance by the Transferee of its obligations under that Franchise. "GUARANTOR" Adelphia Communications Corporation, a Delaware corporation By (Authorized Corporate Officer) Title Date.