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Home My WebLink About98-160 - ResolutionsRESOLUTION NO. 98-'160 A RESOLUTION OF THE CITY COUNCIL OF THE CITYOF RANCHO CUCAMONGAAUTHORIZlNG THE ASSIGNMENT AND TRANSFER OF A CABLE TELEVISION FRANCHISE AGREEMENT BY DCA CABLEVISION TO AMERICAN CABLE ENTERTAINMENT COMPANY, LLC RECITALS: A. DCA Cablevision, dba Marks Cablevision, ("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"). B. On July 27, 1998, the Franchise Authority received from the Franchisee and from American Cable Entertainment Company, LLC ("Transferee") an application for the assignment and transfer of the existing Franchise, which application included FCC Form 394 entitled "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise." Supplemental information was provided to the Franchise Authority by the Franchisee and the Transferee on August 12, 1998. C. In accordance with Section 7.02.100 of Chapter 7.02 of the Rancho Cucamonga Municipal Code, the Franchise Authority has the right to review and to approve the financial, technical, and legal qualifications of the Transferee in connection with the proposed assignment and transfer 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 the proposed Transferee 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 Transferee will be bound by all existing terms, conditions, and obligations under the Franchise previously granted by the Franchise Authority to the Franchisee. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA RESOLVES AS FOLLOWS: SECTION 1. In accordance with Section 7.02.100 of Chapter 7.02 of the Rancho Cucamonga Municipal Code, the Franchise Authority consents to and approves the proposed assignment and transfer of the Franchise by DCA Cablevision, dba Marks Cablevision to American Cable Entertainment Company, LLC. Resolution No. 98-160 Page 2 SECTION 2. SECTION 3. SECTION 4. The authorization, consent and approval of the Franchise Authority to the proposed assignment and transfer is conditioned upon compliance by the Franchisee or the Transferee with the following requirements, as to which they are jointly and severally responsible: 1. The Franchisee and the Transferee will execute and file in the office of the City Clerk an "Assignment and Assumption Agreement" in substantially the form attached to this resolution as Exhibit A. The Mayor is authorized to execute that document and thereby evidence the written consent of the Franchise Authority to the assignment and assumption of all rights and obligations under the Franchise. 2. An original or conformed copy of the written instrument evidencing the closing and consummation of the proposed transfer and assignment of the Franchise must be filed in the office of the City Clerk within 30 days after that closing and consummation. 3. The Franchise Authority will be reimbursed for all costs and expenses reasonably incurred by the Franchise Authority's staff in processing and evaluating the information relating to the proposed transfer and assignment of the Franchise; provided, however, that those costs and expenses will not exceed the sum of $10,000 and will be set forth in an itemized statement transmitted by the City Manager, or the City Manager's designee, to the Franchisee and the Transferee within 30 days after the effective date of this Resolution. Nothing contained in this Resolution may be construed to extend the term of the Franchise, which will terminate in its entirety on April 17, 2000. The City Clerk is directed to transmit a certified copy of this resolution to the following persons: Day L. Patterson, Esq. Senior Vice President and General Counsel American Cable Entertainment Company, LLC Four Landmark Square, Suite 302 Stamford, Connecticut 06901-2502 Mr. Colin J. Clapton, President Marks Cablevision 4240 N. Hallmark Parkway San Bernardino, California 92407 Resolution No. 98-160 Page 3 SECTION 5. The City Clerk is directed to certify to the passage and adoption of this resolution. ATTEST: PASSED, APPROVED, AND ADOPTED this 2n~ day of September, 1998. Alexander, Biane, Curatalo, Dutton, Williams AYES: NOES: None ABSENT: None ABSTAINED: None William J. Alexa or De~bra J. Ad~s,'CMC, 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 2n" day of September, 1998. Executed this 3'" day of September, 1998, at Rancho Cucamonga, California. Resolution No. 98-160 Page 4 EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (CABLE TELEVISION FRANCHISE AGREEMENT) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into this 2nd day of September , 1998, by and between DCA Cablevision, dba Marks Cablevision, a California joint venture ("Assignor"), American Cable Entertainment Company, LLC, a Delaware limited liability company ("Assignee"), and the City of Rancho Cucamonga, a California municipal corporation ("Franchise Authority"). RECITALS. A. Assignor is the authorized holder of a franchise that authorizes the construction, operation, and maintenance of a cable television system within the City of Rancho Cucamonga, California. Assignor's nonexclusive cable television franchise will expire by its terms on April 17, 2000. B. Subject to the prior consent of the Franchise Authority, Assignor desires to assign and transfer to Assignee, and Assignee desires to assume, all rights, duties, and obligations under that certain cable television franchise agreement between the Franchise Authority and the Assignor that became effective on April 18, 1985, and was thereafter amended ("Franchise Agreement"). THE PARTIES AGREE AS FOLLOWS: 1. Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and obligations under the Franchise Agreement. Assignee covenants and agrees with Assignor and with the Franchise Authority to assume all rights and to assume and perform all duties and obligations of the Assignor under the Franchise Agreement. Franchise Authority consents to the assignment and transfer by Assignor to Assignee of all rights, duties, and obligations specified in the Franchise Agreement. TO EFFECTUATE THIS AGREEMENT, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized representatives as of the date set forth below the authorized signature. APPROVED AS TO FORM: Legal Counsel Resolution No. 98-160 Page 5 "ASSIGNOR" DCA CABLEVISION, dba MARKS CABLEVISION By Title Date By TMG HOLDINGS, INC. (managing general partner) APPROVED AS TO FORM: "ASSIGNEE" AMERICAN CABLE ENTERTAINMENT COMPANY, LLC Title <'"~f%8 5 ~ d,A.v~ l ' Date _~6~'-~.~v,,,~ ~ \1/ )E~ f~O APPROVED AS TO FORM: /~'City Attorney "FRANCHISE AUTHORITY" A-I-i'EST: