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0823RESOLUTION NO. 823 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS AUTHORIZING AND CONSENTING TO THE ASSIGNMENT AND TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE"' RECITALS: A. Cox Communications Palos Verdes, Inc., ("Franchisee") is the duly authorized holder of a franchise ("Franchise") that authorizes the operation and maintenance of a cable television system within the City of Rolling Hills ("Franchise Authority"). B. By letter dated January 8, 1997, Franchisee informed the City that its parent company, Cox Communications, Inc., in Atlanta, Georgia, intended to merge the Franchisee, and all other subsidiaries that operate cable television systems, into a new corporation known as CoxCom, Inc., a Delaware corporation ("Transferee"). Transferee will also be a wholly-owned subsidiary of Cox Communications, Inc. C. In accordance with Section 5.08.250 of Chapter 5.08 of the Rolling Hills 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 transfer of control of the Franchise. D. On April 8, 1997, the Franchise Authority received from the Franchisee and the Transferee an application for a transfer of control 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 May 7, 1997. E. 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 ROLLING HILLS RESOLVES AS FOLLOWS: Section 1. In accordance with Section 5.08.250 of Chapter 5.08 of the Rolling Hills Municipal Code, the Franchise Authority consents to and approves the proposed transfer of control of the Franchise'by Cox Communications Palos Verdes, Inc. to CoxCom, Inc. Section 2. The authorization, consent and approval of the Franchise Authority to the proposed transfer of control is conditioned upon compliance by the Franchisee or the Transferee with the following requirements, as to which they are jointly and severally responsible: 1. An original or conformed copy of the written instrument evidencing the closing and consummation of the proposed transfer of control of the Franchise must be filed in the office of the City Clerk within thirty (30) days after that closing and consummation. 2. 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 $2,500 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 thirty (30) days after the effective date of this Resolution. Resolution No. 823 -1- Section 3. Nothing contained in this Resolution may be construed to extend the term of the Franchise which will terminate in its entirety on November 6, 2005. Section 4. The City Clerk is directed to transmit a certified copy of this Resolution to Mr. Steven G. Fowler, Vice President and General Manager, Cox Communications Palo Verdes, Inc., 43 Peninsula Center, Rolling Hills Estates, California 90274. Section 5. The City Clerk is directed to certify to the passage and adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 28th day of July 1997. Frank `E. ill Mayor Pro Tem ATTEST: I(YtirA.. 1< Marilyn L. KernX Deputy City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF ROLLING HILLS The foregoing Resolution No. 823 entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS AUTHORIZING AND CONSENTING TO THE ASSIGNMENT AND TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE was approved and adopted at a regular meeting of the City Council on July 28, 1997, by the following roll call vote: AYES: Councilmembers Heinsheimer, Murdock, Pernell and Mayor Pro Tem Hill. NOES: None. ABSENT: Mayor Lay. ABSTAIN: None . Marilyn L. T<ern Deputy City Clerk Resolution No. 823 -2- 1 1 1