HomeMy WebLinkAbout2006 052 CC RESO2006 052 CC RESO ×P Ä .˜ö RESOLUTION NO. 2006-052
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BALDWIN PARK, CALIFORNIA, CONSENTING TO THE
TRANSFER OF A FRANCHISE FOR CABLE TELEVISION
WHEREAS, the City Council of the City of Baldwin Park granted a franchise to a
predecessor of Century-TCI California, L.P. Century"), under the control of
Adelphia Communications Corporation Adelphia"), to construct, improve, operate and
maintain a cable television system within the City the System") pursuant to a
Franchise Agreement dated June 18, 1986 pursuant to Ordinance 942 as amended by
Ordinance No. 949 Franchise Agreement") and Chapter 5.24 of the Municipal Code of
Baldwin Park Ordinance"). The Franchise Agreement and Ordinance are referred to
collectively herein as the Franchise;" and
WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005, as
amended on June 24, 2005, between Adelphia and Comcast Corporation Comcast"),
an indirect wholly-owned subsidiary of Comcast, Comcast Cable Holdings, LLC CCH")
will acquire Adelphia's interest in Century the Adelphia Transaction"); and
WHEREAS, pursuant to an Exchange Agreement between Time Warner Cable
Inc. Time Warner Cable") and Comcast dated as of April 20, 2005, Comcast will cause
Century to assign the Franchise to CAC Exchange II, LLC CAC II" or Franchisee"),
and CAC II will become an indirect subsidiary of, and will do business as, Time Warner
Cable the Exchange Transaction"); and
WHEREAS, Comcast and Time Warner Cable each have filed FCC Forms 394
the Transfer Applications") describing the Adelphia Transaction and the Exchange
Transaction collectively, the Proposed Transactions"); and
WHEREAS, the City and Century have agreed to settle claims by the City arising
from the performance by Century under the terms and conditions of the Franchise
pursuant to a Settlement and Mutual Release Agreement between the parties dated as
of July 5, 2006 the Settlement Agreement"); and
WHEREAS, under the Federal Cable Act, the City has 120 days after receiving a
request for approval of a transfer of a franchise accompanied by an FCC Form 394 to
approve or deny the transfer, unless the City and requesting party agree to an
extension; and
WHEREAS, Century, Adelphia, Time Warner Cable, Comcast and the City
agreed to various extensions to the City's action on approval or denial of the transfer
request; and
WHEREAS, on January 18, 2006, the City adopted Resolution No. 2005-092
rejecting and denying without prejudice the Transfer Applications relative to the transfer
of the cable television franchise for the reasons stated in Resolution No. 2005-092; and
2006 052 CC RESO ×P Ä .˜ö Resolution No. 2006-052
Page 2
WHEREAS, after extensive negotiations between the parties, the City, Century,
CCH, Adelphia, Time Warner Cable and CCA II have agreed in principle to the terms
and conditions of a Transfer Agreement the Transfer Agreement'), which is attached
hereto as Exhibit A, a Memorandum of Understanding, dated as of July 5, 2006 the
MOU") and a Construction and Safety Code Compliance Plan the Compliance Plan"),
which are attached hereto, and a Settlement and Mutual Release Agreement, dated as
of July 5, 2006 the Settlement Agreement") collectively, the Transfer Documents");
and
WHEREAS, the Transfer Documents establish the terms and conditions under
which the Franchisee will accept the Franchise Agreement and the City will approve the
transfer of the Franchise Agreement, as described above in the Transfer Documents;
and
WHEREAS, for the reasons stated in the staff report submitted to the City
Council, the City is willing to approve the Transfer Documents and the transfer of the
Franchise Agreement, so long as the rights and interests of the public and the City are
protected; and
WHEREAS, the City finds that the rights and interests of the public and the City
are protected under the terms and conditions of the Transfer Documents.
NOW THEREFORE, THE CITY COUNCIL DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. The City Council does hereby consent, as said consent is
contemplated by the provisions of the Franchise, to the Proposed Transactions.
Section 2. The City Council does hereby approve the terms and conditions of
that certain Agreement Relating to the Consent of the City of Baldwin Park to the
Transfer of the Franchise Agreement held by Century-TCI California, L.P. and
Controlled by Adelphia Communications Corporation to An Entity Controlled by Time
Warner Cable Inc." the Transfer Agreement") attached as Exhibit A.
Section 3. The City Council does hereby approve the terms and conditions of the
Memorandum of Understanding, dated as of July 5, 2006, attached to the Transfer
Agreement; and
Section 4. The City Council does hereby approve the terms and conditions of the
Settlement and Mutual Release Agreement, dated as of July 5, 2006.
Section 5. The City Council does hereby approve the terms and conditions of the
Compliance Plan attached to the Transfer Agreement.
Section 6. If the conditions set forth in Section 16 of the Transfer Agreement are
not satisfied within the times set forth therein, the approvals contained herein shall be
void at the sole discretion of the City. If the City Council voids the approvals contained
2006 052 CC RESO ×P Ä .˜ö Resolution No. 2006-052
Page 3
herein based upon the failure to timely satisfy the conditions in Section 16 of the
Transfer Agreement, the approvals shall be deemed void ab initio and the Transfer
Applications shall be deemed denied as of January 18, 2006.
Section 7. To the extent that this Resolution conflicts with Resolution No. 2005-
092 passed on or about January 18, 2006, this Resolution is effective and supercedes
Resolution No. 2005-092.
Section 8. The Mayor, the Mayor Pro Tem, the Chief Executive Officer, the City
Attorney, and Special Counsel, or their designees, are hereby authorized and instructed
to deliver executed copies of the Transfer Documents, and each of them to the parties
thereto, and to perform such other tasks and prepare such other documents as are
necessary to implement the Transfer Documents.
Section 9. If any one or combination of Century, Adelphia, CCH, CAC II and/or
Time Warner Cable does not execute the Transfer Documents within thirty 30) days
upon the adoption of this resolution, the City's consent to the transfer of the Franchise
Agreement, as contemplated hereunder, is hereby deemed to be denied as of January
18, 2006.
Section 10. This Resolution shall take effect immediately.
PASSED, ADOPTED, and APPROVED this 5th day of July. 2006.
LO NO
MAY R
2006 052 CC RESO ×P Ä .˜ö Resolution No. 2006-052
Page 4
ATTEST:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES SS:
CITY OF BALDWIN PARK
I, ROSEMARY M. GUTIERREZ, Chief Deputy City Clerk of the City of Baldwin
Park do hereby certify that the foregoing Resolution No. 2006-052 was duly adopted by
the City Council of the City of Baldwin Park at a regular meeting thereof held on July 5,
2006 and that the same was adopted by the following vote to wit:
AYES: COUNCILMEMBERS: Anthony J. Bejarano, Marlen Garcia, Ricardo
Pacheco, Mayor Pro Tern David J. Olivas and
Mayor Manuel Lozano
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ABSTAIN: COUNCILMEMBERS: NONE
ROQR~Y n
M. TIERREZ
CHIEF DEPUTY ITY CLERK
BIB]
38960-U01
2006-U02
052-U02
CC-U02
RESO-U02
LI3-U03
FO8417-U03
FO84139-U03
DO91894-U03
C6-U03
RESO-U03
8/30/2006-U04
ROBIN-U04