HomeMy WebLinkAbout2001-02-20; City Council; Resolution 2001-591
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RESOLUTION NO. 2001-59
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING THE TRANSFER OF
THE DANIELS CABLEVISION, INC. CABLE TELEVISION
FRANCHISE TO ADELPHIA CALIFORNIA CABLEVISION, LLC,
ADELPHIA COMMUNICATIONS CORPORATION AND HIGHLAND
CARLSBAD CABLEVISION
WHEREAS, Daniels Cablevision, Inc. (“Franchisee”) owns, operates, and maintains a
cable television system (“System”) in the City of Carlsbad, California (the “City”), pursuant to an
Agreement dated October 18, 1977, Ordinance 6058, Ordinance 6081, and Resolution No. 94-30
(the “Franchise”), and Franchisee is the duly authorized holder of the Franchise; and
WHEREAS, Franchisee, Adelphia California Cablevision, LLC (“Adelphia LLC”) and
Adelphia Communications Corporation (“Adelphia”) have entered into an Acquisition Agreement,
dated as of July 21, 2000 (the “Acquisition Agreement”), providing for, among other things, control
of Daniels Cablevision, Inc. and the System to be transferred to Adelphia LLC (the “Transfer”);
and
WHEREAS, Adelphia LLC and Adelphia have exercised their right under the Acquisition
Agreement to assign their rights and obligations there under to Highland Carlsbad Cablevision,
Inc. (“Highland”); and
WHEREAS, Highland, a Delaware corporation wholly-owned by the Rigas family, which
family controls Adelphia, has agreed to acquire and assume the rights and obligations of Adelphia
LLC and Adelphia under the Acquisition Agreement (“Assignment and Assumption Agreement”);
and
WHEREAS, Daniels Cablevision, Inc., which will become a wholly-owned subsidiary of
Highland, will continue to hold the Franchise and operate the System subsequent to the Transfer
to Highland; and
WHEREAS, pursuant to Carlsbad Municipal Code Chapter 5.28, Franchisee, Adelphia
LLC, Adelphia and Highland have requested the City’s consent to the Transfer; and
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1 WHEREAS, in order to the provide the City with the information necessary to assess the
2 financial, legal and technical qualifications of Highland, Franchisee, Adelphia and Highland have
3 filed Federal Communications Commissions Form 394 with the City; and
4 WHEREAS, pursuant to Carlsbad Municipal Code Chapter 5.28, Adelphia has submitted
5 to the City for approval a corporate guarantee (“Guaranty”) attached hereto as Exhibit “A” and
6 incorporated herein by reference, which guarantees that Highland will perform each and every
7 obligation contained in the Franchise Agreement; and
8 WHEREAS, Highland has submitted to the City an acceptance declaration (“Acceptance
9 of a Franchise for a Cable Television System in the City of Carlsbad, California”) attached hereto
10 as Exhibit “B” and incorporated herein by reference, which declares that Highland accepts all
11 rights, duties, and obligations created pursuant to the Transfer, represents that it has the legal,
12 technical and financial qualifications to perform all Franchise obligations, and agrees to be bound
13 by the Franchise; and
14 WHEREAS, the City has investigated the qualifications of Highland and finds Highland to
15 be a suitable transferee,
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations and true and correct.
2. That the City confirms that (a) the Franchise was properly granted or transferred to
Franchisee, (b) the Franchise is currently in full force and effect and will expire on November 19,
22 2006, subject to options in the Franchise, if any, to extend such term, (c) the Franchise represents
23 the entire understanding of the parties and Franchisee has no obligations to the City other than
24 those specifically stated in the Franchise, and (d) Franchisee is materially in compliance with the
25 provisions of the Franchise and there exists no fact or circumstance known to the City which
26 constitutes or which, with the passage of time or giving of notice or both, would constitute a
27 material default or breach under the Franchise or would allow the City to cancel or terminate the
28 rights there under.
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3. That Highland has demonstrated financial responsibility and has agreed to comply with
all provisions of Chapter 5.28 of the Carlsbad Municipal Code.
4. That the City hereby consents to the Transfer to Highland in accordance with the terms
I of the Franchise.
I 5. That the Mayor is hereby authorized to sign the Guaranty on behalf of the City.
6. That this Resolution shall be deemed effective upon the closing of the Transfer.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City of Carlsbad City
Council held on the 20th day of February , 2001 by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard and Hall.
NOES: None
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