HomeMy WebLinkAbout5618_CCv0001.pdf RESOLUTION NO. 5618
RESOLUTION OF THE CITY OF REDLAND,S CALIFORNIA
APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE
WHEREAS, TCT Cablevision of California, Inc. (`Franchisee") owns, operates, and
maintains a cable television system (the "System") in the City of Redlands, California,
(the "Franchise Authority"), and is the duly authorized holder of a franchise, permit,
license or other authorization (as amended to date, the "Franchise"); and
WHEREAS, Franchisee and Century-TCI California, L.P. ("Transferee"), a partnership
between certain affiliates of Century Communications Corporation and certain affiliates
of Franchisee, are parties to an asset contribution agreement (the "Contribution
Agreement") pursuant to which the System and the Franchise (after one or more
intermediate transfers pursuant to an internal restructuring) will be transferred to
Transferee (the "Transfers"); and
WHEREAS, Franchisee and Transferee have requested consent by the Franchise
Authority to the Transfers in accordance with the requirements of the Franchise and have
filed an FCC Form 394 with the Franchise Authority; and
WHEREAS, the Franchise Authority has investigated the qualifications of Transferee
and finds it to be a suitable transferee;
NOW THEREFORE BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS
FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transfers, all in
accordance with the terms of the Franchise.
SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly
granted or transferred to Franchisee, (b) the Franchise represents the entire understanding
of the parties and Franchisee has no obligations to the Franchise Authority other than
those specifically stated in the Franchise, and (c) Franchisee is materially in compliance
with the provisions of the Franchise and there exists no fact or circumstance known to the
Franchise Authority which constitutes or which, with the passage of time or the giving of
notice or both, would constitute a material default or breach under the Franchise or would
allow the Franchise Authority to cancel or terminate the rights thereunder, except upon
the expiration of the full term of the Franchise.
SECTION 3. Transferee may transfer the System and/or the Franchise, or control
related thereto, to any entity controlling, controlled by, or under common control with
Transferee.
SECTION 4. The Franchise Authority hereby consents to and approves the assignment,
mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets
related thereto, as collateral for a loan.
SECTION S. This Resolution shall be deemed effective for purposes of the Transfers
upon the consummation of the transactions contemplated by the Contribution Agreement
(the "Closing").
SECTION 6. The Franchise Authority releases Franchisee and any guarantor of
Franchisee, effective upon the date of the Closing (the "Closing Date") from all
obligations and liabilities under the Franchise that accrue on and after the Closing Date;
provided that Transferee shall be responsible for any obligations and liabilities under the
Franchise that accrue on and after the Closing Date.
SECTION 7. This Resolution shall have the force of a continuing agreement with
Franchisee and Transferee, and Franchise Authority shall not amend or otherwise alter
this Resolution without the consent of Franchisee and Transferee.
PASSED, ADOPTED AND APPROVED this 16th day of March, 1999.
1
William . Cunnin
Mayor
ATTEST:
Lorrie P yzer
City Clerk
I, Lorrie Poyzer, City Clerk of the City of Redlands, hereby certify that the foregoing
Resolution was duly adopted by the City Council at a regular meeting thereof, held on the
16th day of March, 1999, by the following vote:
AYES: Councilmembers Banda, Gilbreath, George, Freedman;
Mayor Cunningham
NOES: None
ABSENT: None
ABSTAIN: None
Louie 1 d zer
City Clerk