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Home My WebLink About99-096 - ResolutionsRESOLUTION NO. 99-096 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 BY ACEC HOLDING: COMPANY, LLC TO CHARTER COMMUNICATIONS ENTERTAJNMENT II, LLC RECITALS: American Cable Entertainment Company, LLC, a Delaware limited liability company, doing business as American Cable Entertainment ("Franchisee"), is the duly authorized holder of a franchise ("Franchise") that was originally granted to the Franchisee by the Rancho Cucamonga City Council ("Franchise Authority") under a cable television franchise agreement that was approved by Resolution No. 99-083 adopted on April 7, 1999. The sole member of the Franchisee is ACEC Holding Company, LLC, a Delaware limited liability company ("Transferor"). The Transferor desires to sell, assign, and transfer its membership interest in the Franchisee to Charter Communications Entertainment II, LLC, a Delaware limited liability company ("Transferee"), thereby transferring the ownership and control of the Franchisee, which will continue in existence as the authorized holder of the Franchise. On March 2, 1999, the Franchise Authority received from the Transferor and from the Transferee an application for the Franchise Authority's consent to a transfer of control of the membership interest in the Franchisee. This application was made on FCC Form 394 entitled "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise." 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, Charter Communications Entertainment II, LLC, in connection with the proposed transfer of control of the membership interest in the Franchise. The staff of the Franchise Authority has reviewed the documentation that accompanied and supplemented FCC Form 394 and, based upon the representations set forth in that documentation, has concluded that the proposed Transferee has Resolution No. 99-096 Page 2 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 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 following transactions: A. The proposed sale, assignment, and transfer of the membership interest in the Franchisee by the Transferor to the Transferee. The Transferee's pledge of, and grant of a security interest in, the membership interest in the Franchisee, as well as the Franchise and all rights of the Transferee related thereto, to the Transferee's lenders for the purpose of securing any indebtedness of the Transferee. Cm The exercise by any secured party of its rights as a secured party upon a default by the Transferee in the payment or performance of any indebtedness or obligations secured thereby; provided, however, that such consent does not constitute a waiver of the Franchise Authority's right to approve any subsequent sale, assignment, or transfer of the membership interest, or any subsequent sale or transfer of the cable television system, or any subsequent transfer or assignment of the Franchise. SECTION 2. The authorization, consent and approval of the Franchise Authority to the transactions referenced above in Section 1 is conditioned upon compliance by the Franchisee or the Transferee with the following requirements, as to which they are jointly and severally responsible: A. The Franchisee and the Transferee will execute and file in the office of the City Clerk an "Assumption Agreement" in substantially the form attached as Exhibit A to this resolution. The Mayor is authorized to execute that document and thereby evidence the written consent of the Franchise Authority to the Transferee's assumption of all rights and obligations under the Franchise. Resolution No. 99-096 Page 3 SECTION 3. SECTION 4. SECTION 5. An odginal or conformed copy of the written instrument evidencing the closing and consummation of the proposed sale, assignment, and transfer of the membership interest in the Franchisee must be filed in the office of the City Clerk within 30 days after that closing and consummation. 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 of control of the Franchise; provided, however, that those costs and expenses will not exceed the sum of $6,000.00 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 6, 2002, unless extended following the Franchisee's completion of the cable system upgrade as provided for in the cable television franchise agreement. The City Clerk is directed to transmit a certified copy of this resolution to the following persons: Bruce A. Armstrong President and CEO American Cable Entertainment Company, LLC Four Landmark Square, Suite 302 Stanford, Connecticut 06301-2502 Trudi McCollum Foushee Vice President and Senior Counsel Charter Communications Entertainment II, LLC 12444 Powerscourt Drive, Suite 400 St. Louis, Missouri 63131-3660 The City Clerk is directed to certify to the passage and adoption of this resolution. APPROVED AS TO FORM: TTORNEY Resolution No. 99-096 Page 4 PASSED, APPROVED, AND ADOPTED this 21 = day of April, 1999. AYES: Alexander, Biane, Curatalo, Dutton, Williams NOES: None ABSENT: None ABSTAINED: None ATTEST: William J. AI or 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, Califomia, at a regular meeting of said City Council held on the 21st day of April, 1999. Executed this 22nd day of April, 1999, at Rancho Cucamonga, California. Resolution No. 99-096 Page 5 EXHIBIT A ASSUMPTION AGT~EEMENT (CABLE TELEVISION FRANCHISE AGREEMENT) ~.I~ASSUMPTION AGREEMENT ( "Agreement . ) is made and entered intggk%~his ~ ~ day of ~ ~ ¥ , 1999, by and between AC~CHolding Company, LLC, a Delaware limited liability ' company ( "Transferor. ), Charter Communications EnterUainment II, LLC, a Delaware limited liability company ('Transferee,,), and the City of Rancho Cucamonga, a California municipal corporation ( "Franchise Authority" ) . RECITALS: A. Transferor is the sole member of American Cable Entertainment Company, LLC, a Delaware limited liability company, which 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. That nonexclusive cable television franchise will expire by its terms on A~ril 6, 2002, unless extended following the Franchisee's completion 'of ~he cable system upgrade as provided for in the cable television franchise agreement. B. Subject to the prior consent of the Franchise Authority, Transferor desires to sell, assign, and transfer to' Transferee its membership interest in American Cable Entertainment Company, LLC. C. Transferee desires to assume all rights, duties, and obligations under that certain cable television franchise agreement between the Franchise Authority and American Cable Entertainment Company, LLC, that was authorized by Resolution No. 99-083 adopted on April 7, 1999 ("Franchise Agreement.). THE PARTIES AGREE AS FOLLOWS: 1. Transferor sells, assigns, and transfers to Transferee its membership interest in American Cable Entertainment Company, LLC. 2. Transferee covenants and agrees with Transferor and with the Franchise Authority to assume all rights and to assume and perform all duties and obligations of American Cable Entertainment Company, LLC, under the Franchise Agreement, including those duties and obligations that were required to be performed prior to the closing and consun, nation of the proposed sale, assignment, and transfer of the membership interest. 9904].2 1~.231-00001 .yc 0S93992. 0 A - 1 Resolution No. 99-096 Page 6 .' 7'.: 3. Franchise Authority consents to the sale, assignment and transfer by Transferor to Transferee of the membership interest, conditioned upon the Transferee's assumption of all rights, duties, and obligations specified in the Franchise Agreement. TO EFFECTUATE THIS AGREEMENT, the parties have caused this Assumption Agreement to be executed by their duly authorized representatives as of the date set forth below the authorized signature. APPROVED AS TO FORM: "TRANSFEROR" ACEC HOLDING COMPANY, LLC, a Delaware limited liability company APPROVED AS TO FORM: unsel "TRANS FEREW." CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC, a Delaware limited liability company Title: _V,~? Pf~ ~,J~'~Y- d~z~ /~z~& ~.~ [Signatures continue] 990%12 11231-00001 ~ 0~91991 0 A - 2 Resolution No. 99-096 Page 7 "FRANCHISE AUTHORITY" CITY OF RANCH~D--CL~.AMONGA, a i~ T: Ci~cy ClerkS/ APPROVED AS TO FORM: y Attorney; ~ -