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HomeMy WebLinkAbout92-077-A - Resolutions RESOLI/I~ONNO. 92-077A A RESOI33TION OF THE CITY OOUNCIL OF THE CITY OF RAN(I{O SHIP AND OONTRDL OF THE CABLE T~.~VISION FRANCHISE AGREE- ~ PREVIOUSLY GRANTED TO DCA CABLEVISION-DICKINSON CAT,TFORNIA ARIZONA ASSOCIATES, LTD. (DCAA) TO TIVELY DCA CABLEVISION, A CALIFORNIA G~ERAL PARIIff~LS~IP A. Recitals. (i) Pursuant to Title 7 - [C~__ble Television Systems and Franchises] of the Rancho Cucamonga Municipal Code the City Council of the city of Rancho Cucamonga, California (sc~etimes hereinafter "GRANTOR"), ba~ heretofore granted a cable television franchise agree~_nt to tb~ entity known as Di~n Califarnia Arizona Associates (sometimes "DCAA" or "GRANTEE"). This Council, pursuant to Title 7 of the Rancho Cucamonga Municipal Code, retains jurisdiction to regulate and approve, conditionally approve or disapprove any and all requests of GRANTEE to transfer its ownership and control of such franchise. (ii) Pursuant to Section 7.02. 100 of Title 7 of the Rancho Cucamonga Municipal Code GRANTEE has submitted a request for GRANTOR's consent to transfer ownership of the franchise to a new entity known as DCA Cablevision, a California General Partnership cc~prised of Dickinson California Arizona Associates, Ltd. and West Coast Cable Partners, L.P. and control to Marks and Associates, Inc. a general partner of West Coast Cable Partners L.P. (collec- tively "transferee's"), and the collateral assignment of and grant of a security interest in the francbi~ to one or m~re senior lenders, including Fleet Bank of Providence, Rhode Island (collectively, the I~_nders"), in connection with a loan agreement between such senior lenders and DCA Cablevision. (iii) This Council ba~ received, reviewed and considered written and oral evidence which demonstrates that its consent to the requested transfer of ownership and control will be of benefit to the public and in conformance with the re~,irements of Title 7 of the Rancho Cucan~rzja Municipal Code. (iv) All legal prerequisites to the adoption of this Resolution have properly occurred. B. Resolution. NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does hereby find, consent and resolve as foll~s: S~CTION 1: In all respects as set forth in th Recitals, Part A, hereinabove o Resolution No. 92-077A Page 2 S~CrION 2: ~hat the propoeed transfer of ownership and control from GRANTEE to the TRANSFER~ and the collateral assignment of and grant of a security interest in the f~ to the Lenders are in the best interests of and will benefit the public. ~he totality of the evidenoe px~seagced to GRANTOR is satisfactory to demonstrate cc~pliance with the starzlards established in Section 7.02.100 of Title 7 of the Rancho C~ Municipal SECTION 3: This consent to and approval of the transfer of ownership and control shall not be effective until the TRANSFE~ have become a signa- SECTION 4: This consent to and approval of the transfer of ownership and control is further conditioned upon satisfaction of the following terms, reg=ese~ations and covenants: 1) The DCA Cablevision, a California General Partnership accepts and will comply with all provisions of the ex/sting DCA Cablevision franchise agreement, except those of Section 8 and Exhibit C, which have been preempted by federal law. 2) In settlement of DCA's present noncc~oliance with Sectic~s 5.5 and 7.2(b) of the ~ agreement, DCA Cm_blevision, a California General l~artnership will pay or cause to be paid to the City the sum of $67,663.00 prior to, but no later than, March 26, 1992. SJ/mlltaneously, DCA ~blevision, a Califorrtia General Partnership will pay or cause to be paid to the City: (a) the sum of $34,035.26, to bring the past due franchise fees current to December 31, 1991, and (b) the est{mated frandl/ses due is $34,000.00 for the first q%larter of 1992 (ending March 31, 1992). As to the payment of estimated fees; at the time of final calculation of the actual franchise fees the parties shall, upon reasonable request fr~m either party, pr~ly deliver to the party due the same full ammmt of any under or overpayment as reflected between the est{mmt~ fee paid and the actual sum payable. Furtherm=~e, DCA Cablevision, a California General Partnership ~ to pay the quarterly franchise fees on a timely basis which will be no more than forty-five (45) days beyond March 31, June 30, September 30 and December 31. It is agreed that these payments will resolve all outstandin~ franchise fee noncc~pliance issues, pending the outoc~e of the frandmise fee audit. 3) Within thirty (30) days after the effective date of the transfer, DCA Cablevision, a Califoxnia General Partnership shall funmish to the City proof of coverage of the insurance required by Section 3.5 of the franchise agreement, ar~ 3.6 of the franc~tise ~. Resolution No. 92-077A Page 3 4) The requirement of Section 7.2(b) for a P~G access capital equivalent grant of one dollar ($1.00) per subscr~ per year shall continue so long as the current franchise agreement remains in force. Upon written demand by the City, TRANSFE~ shall pr~ly deliver to City any such accrued grant funds and any recovered aooess channel capacity, in accordance with its aoDess cablecasting r~s, as indicated by an aoDess operating plan ap~ by the City Council. %he City shall be responsible for operating costs under any approved plan. 5) ~ANSF~Rw~ shall pay to GRANT-~R, upon request by GRAN~-r~R, the sum of One ~xxu~%nd Dollars ($1,000.00). Such monies shall be exclusively used by GRANTOR to assist in the payment of cable consultant fees incurred by GRANTOR as a direct result of this request to transfer ownership and control. 6) All parties agree that any accrued but une~panded funds provided under Sectio~ 7.2(b) may be utilized, at the City's optic~, not only for access cablecasting equitm~nt and facilities, bat also to defer part of the cost of an intercc~mection system among the City's franchised cable s~ so that access programs can be transmi~ simul~ly to all cable subscr~ in the City. S~JUi~ 5: The City Clerk shall certify to the adoption of this Resolution. PASStD, APPtKIV~D, and ADOPTED this 15th day of April, 1992. AYES: Ai~, Buquet, Stout, Williams NOES: None ABSeNt: Wright D~nnis L. Stout, Mayor E~ J. Ada~, City Clerk I, DW~RA J. ADAMS, CITY ~T.WRK of the City of ~ C~camonga, California, do hereby certify that the foregoing Resolution was duly passed, a~, and adopted by the City Council of the City of Rancho Cucamo~, California, at a regular meeting of said City Council held on the 15th day of April, 1992. R~solution No. 92-077A Page 4 Executed this 16th day of April, 1992, at Rancho Cucamc~ga, California. 6eb~ J. Ad~, City Clerk