HomeMy WebLinkAbout00-146 - Resolutions RESOLUTION NO. 00-146
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA AUTHORIZING AND CONSENTING
TO THE TRANSFER OF CONTROL OF A CABLE TELEVISION
FRANCHISE HELD BY COMCAST CABLEVISION OF INLAND
EMPIRE, INC.
A. RECITALS.
A. Comcast Cablevision of Inland Empire, Inc., a Delaware 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 Rancho Cucamonga ("Franchise Authority"). The
Franchise became effective on April 7, 1999.
B. On March 2, 2000, the Franchise Authority received from Comcast
Cablevision Corporation of California, the parent company of the Franchisee,
and from Clear 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 7.02.020(F) of Chapter 7.02 of Title 7 of the
Rancho Cucamonga Municipal Code, 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.
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,
Clear 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 terms, conditions, and
obligations under the Franchise previously owned and operated by Comcast
Cablevision of Inland Empire, Inc.
Resolution No. 00-146
Page 2 of 5
B. RESOLUTION.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA RESOLVES AS FOLLOWS:
SECTION 1. In accordance with Section 7.02.020(F) of Chapter 7.02 of
Title 7 of the Rancho Cucamonga Municipal Code, the Franchise
Authority consents to and approves the proposed cable system exchange
transactions by and between Comcast Corporation, on the one hand, and
Adelphia Communications Corporation, on the other hand, which cable
system exchange transactions when consummated will result in a change
of control of the Franchise and of the Franchisee. 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 Clear Cablevision, Inc.
SECTION 2. The authorization, consent and approval of the Franchise
Authority to the proposed assignment and 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, Clear Cablevision,
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 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
assignment and change of control of 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.
Resolution No. 00-146
Page 3 of 5
SECTION 3. Nothing contained in this resolution may be construed to
modify the franchise service area of the Franchisee, which is restricted to
that area designated in Exhibit C to the Franchise dated April 7, 1999,
which Franchise was approved by Resolution No. 99-084, as adopted by
the City Council on April 7, 1999.
SECTION 4. Nothing contained in this resolution may be construed to
extend the term of the Franchise, which will terminate in its entirety on
April 6, 2014.
SECTION 5. 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 at Water Street
Coudersport, Pennsylvania 16915
Attention: Randall D. Fisher, Esq.
SECTION 6. The City Clerk is directed to certify to the passage and
adoption of this resolution.
PASSED, APPROVED, AND ADOPTED this 21"day of June 2000.
AYES: Alexander, Curatalo, Dutton, Williams
NOES: None
ABSENT: Biane
ABSTAINED: None
r
William J. Alexa er, Mayor
Resolution No. 00-146
Page 4 of 5
ATTEST:
D ra J. AdanjVMC, City Clerk
I, DEBRA J. ADAMS, CITY CLERK of the City of Rancho Cucamonga,
California, do hereby certify that the foregoing Resolution was duly passed, approved and
adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting
of said City Council held on the 21st day of June 2000.
Executed this 22nd day of June, at Rancho Cucamonga, California.
DeUra J. Adams, GUC, City Clerk
do q9-o6Z
Resolution No. 00-146
Page 5 of 5
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, Clear Cablevision, Inc., unconditionally guarantees the performance
by the Transferee of its obligations under that Franchise.
"GUARANTOR'
Adelphia Communications Corporation,
a Delaware Corporation
By: y✓A& kr /—
(Authorized Corporate Officer)
Title: 1/P 1h1;0jSa*11-2C2�
Date: ,d
APPROVED AS TO FORM:
JAMES L. MARKMAN, CITY ATTORNEY