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HomeMy WebLinkAboutCC Res 4828 2000-08-14 I I I .... -1 CITY OF SEAL BEACH ORANGE COUNTY, CALIFORNIA RESOLUTION NUMBER ;:028 A RESOLUTION OF TI-IE CITY COUNCLL 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 Cablcvision of Seal Beach, Inc., a Delawarc corporation ("Franchisce"), is the duly authorized holdcr ofa franchise ("Francluse") that authorizes the construction, operation, and maintenance of a cable television system within the City of Scal Bcach ("Franchise Authority"). B. On March 9, 2000, the Franchise Authority reccivcd fi'om Comcast Cablevision Corporation of California, thc parent company ofthc Franchisee, and fi'om Manchester Cablevision, Inc., an indirect, wholly-owned subsidiary of Adclphia Communications Corporation ("Transferee"), an application for thc 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 Franchisc Authority by the applicants in letters dated Junc 1,2000, and June 30,2000 C. In accordance with Section 23A-4(6) of Chapter 23A of the Code of the City of Seal Beach. the Franchisc Authority has the right to review and to approve the financial, tcchnical. and legal qualifications of Adelphia Communications Corporation, as the ultimate parcnt corporation ofthc Transferee, in connection with the proposed transfer of control ofthc Franchise and the Franchisee. D The stall' of the Franchise Authority has reviewed the documcntation that accompanicd FCC Form 394 and, based upon the reprcsentations set forth in that documentation, has concluded that Adelphia Communications Corporation, as the ultimate parent corporation of thc proposed Transferce, Manchcster Cablcvision, Inc., has the rcquisite financial, technical, and Icgal qualifications to adequatcly perform, or to ensure the pertormance 01: all obligations required of the Franchisee under the Franchise, and that the Franchisee will continuc to be bound by all existing terms. conditions, and obligations undcr the Franchise prcviously owncd and operated by Comcast Cablcvision of Seall3each, Inc. ." NOW, THEREFORE, THE CITY COUNCLL OF THE CITY OF SEAL BEACH RESOLVES AS FOLLOWS. Section I. In accordance with Section 23A-4(6) ofChaplcr 23A of the Code of the City of Scal Beach, the Franchise Authurity 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 tnmsaction when consummated will rcsult in a changc of control ofthc Franchisee and of the Franchise The Franchise Authority fillther conscnts to and approves the internal reorganization among subsidiaries of Comcast Corporation, the ultimate parcnt company of the Franchisee, the convcrsion of the Franchisee from a corporation to a limited liability company, and the transfer by Comcast Cablevision Corporation of Calilornia of its limited liability company ownership intcrcsts in the Franchisee to Manchcstcr Cablevision, Inc. Resolution NUmber~~ Section 2 Thc authorization, consent and approval of thc Franchise Authority to the proposed change of control IS conditioned upon compliance by the applicants with the following requirements, as to which they arc jointly and severally lesponsible. 1. Adelphia Communications Corporation, as thc ultimate parcnt corporation of the Transfcree, Manchcster Cablevision, Inc, will execute and file with the ollice of the City Clcrk an "Unconditional Guarantce ofTransfelee's Obligations" in sllbstantially thc form attached as Exhibit A to this resolution 2 An original or conformed copy of the written instrument evidencing thc closing and consummation of the proposed cable systcm exchange transaction that will result in a changc of control of the Franchisee and the Franchisc must be filed in the office of the City Clerk within 30 days after that closing and consummation I 3 Rcgardless ofwhcthcr the transaction described in the FCC Form 394 actllally closcs, the Franchise Authority will be reimburscd for all costs and expenses reasonably incurrcd by the Franchise Authority in processing and evaluating the information rclating to thc proposed change of control of the Franchisec and the Franchise; provided, however, that those costs and expcnses will not excccd the sum of $2,500 and will be set forth in an itcmizcd statement transmitted by the City Manager, or thc City Manager's designee, to the applicants within 60 days after the effectivc date of this resolution. Thc total amount set forth in the statement must be paid by the applicants to the Franchise Authority within 30 days afler the date of the statemcnt Section 3. Nothing containcd in this resolution may be construed to cxtend the tcrm of thc Franchise, which will tcrminatc in its entirety on January 9, 2008. Section 4. The City Clerk is directed to transmit a certilicd copy of this resolution to the following persons. Comcast Corporation 1500 Market Strect Philadelphia, Pennsylvania 19102-4735 Attention General Counsel I Adelphia Communications Corporation Main at Water Strcet Coudersport, Pcnnsylvania 16915 Attention: Randall D. Fisher, Esq Section 5. The City Clerk is directed to certifY to the passage and adoption of this rcsolution by the City Council ofthc City of Seal Bcach on , 2000 by the following vote: AYES Councilmcmbc' 1:JId' NOES Councilmembers ABSENT: Councihnembcrs '-Pa1Nw,~~ I I I I Resolution Number~-2~ APPROVED AS TO FORM: QUINN M BARROW, CITY ATTORNEY STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Joanne M Yeo, City Clerk of Seal Beach, CaljfOrn~ebY certifY that the foregoing resolution is the original copy of Resolution Number _ on file in the office of the City Clerk, passed, approved, and adopto/'? the City Council of t~y of Seal Beach, at a regular meeting thereof held on the ;.: '!f day of ~"LJ~ ,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, Manchestcr 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.