HomeMy WebLinkAbout94-007 - ResolutionsRESOLUTIC~NO. 94-007
A RESOLUI~C~ OF ~HE CITY ~ OF ~ME CITY OF RAN(~0
~, C~T~FORN/AAPPROVINGTHEISSUANCEB¥~EMARKS
G~OUP, INC. OF $30 Mr~,TC~ OF ~QUITY CAPITAL TO
IN~i'i'iuriONALINVEg~0RS
%~EAS, DCA Cablevision, a California general ~rt~ership ("DCA"),
owns and operates a cable television system (the "DCA System") in the City of
Rancho O%ca~la, California (the "City~') pursuant to the certain cable
televisic~ franchise a~ dated April 17, 1985, heretofore entered into
by and betw~n th~ City and DCA (the "DCA ~"); and
~{~EAS, effective upon the closing date of the propoeed purchase of
the cable television system operated by Scott Cable C~L,,~uticatio~s, Inc. (the
"Scott Cable System") in the City, DCA will appoint ~ne Marks Group, Inc.
('~IV~") to be the managing general partner of DCA in place of West Coast Cable
Partners, Ltd. ('"WCCP"); and
WHEREAS, the City has previously granted its consent to the
appointment and substitution of ~4G for and in place of WCCP as the managing
partner of DCA; and
WHEREAS, in order to complete the purchase of the Scott Cable System,
~ will obtain approximately $30 million of additional equity capital from
certain Institutional Investors (the "Institutional Investors"); and
WHEREAS, the Institutional Investors will collectively own a majority
of the capital stock of TM~; and
WHEREAS, William J. Marks will remain chairman and chief executive
officer of ~MG and will retainday-to-day operating control of the DCASystem,
the Scott C~le System and the DCA Franchise through a management agreement
with DCA; and
WH~RFAS, all legal preconditions to the adoption of this Resolution
have been fulfilled;
B. Resolution
NC~4, THEREFORE, BE IT RESOLVED by the City Council of the City of Rancho
Cucamonga that:
1. In all respects, as set forth in the Recitals, Part A.
2. On the basis of the oral and written testimony presented to the
City Council by DCA and the City staff, which testimony is hereby incorporated
herein by reference as if fully set forth herein, the City Council concludes
that, pursuant to Section 7.01.100B of Title 7 of the Rancho C~monga
Municipal Code, it has been demonstrated to the satisfaction of the City
Council that, with respect to both the issuance of equity capital to the
Institutional Investors:
Resolution No. 94-007
Page2
No person with a defined interest in DCA, including DCA;s officers,
directors, employees, prospective principals or those with either a
legal or equit~_~le interest in five (5) percent or m~re of DCA;s
(i) Ham been convicted or held liable for acts involving
moral turpitude or is presently under an indictment,
investigation or cc~plaint charging such acts;
(ii) Has ever had a judgement or an action or fraud, deceit or
mis~tion entered against such person(s) by a court of
cc~t jurisdiction; or
(iii) Ma.~ pending any legal claim, law~t or administrative
proceeding arising out of or involving a cable system.
Bo
The financial statements audited, certified and qualified by an
independent certified public accountant show that DCA will, upon and
immediately after its acquisition of the Scott Cable System, be
financially solvent.
DCA will have appropriate financial and technical capabilities to
enable it to maintain and operate both the DCA System and the Scott
Cable S~ for the remainder of the term of the DCA Franchise.
3. The City, after due consideration, hereby consents to and
approves the i~mnce of equity capital to the Instutional Investc~.
4. In the event that DCA does not purchase and acquire the Scott
Cable System on the Closing Date, as approved herein, then this Resolution
shall terminate and cease to be of any further force or effect without further
act of the City Council, and the DCA Franchise and the Scott Cable Franchise
shall in that event continue in full force and effect.
5. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVI~), and ADOPTt~) this 19th day of January, 1994.
Alexander, Buquet, Gutierrez, Stout, Williams
ABS~qT: None
D~s L. Stout, Mayor
Resolution No. 94-007
Page 3
De_hra . City Clerk
I, DVRRA J. ADAMS, CITY ~.~RK of the City of Rancho Cucamonga, California, do
hereby certify that the foregoing Resolution was duly p~ed, approved, ar~
adopted by the City Council of the City of Rancho Ox~m~anga, California, at a
regular meetir~ of said City Council held on the 19th day of Jar~y, 1994.
Executed this 20th day of January, 1994, at Rancho O~nga,
California.
City Clerk