HomeMy WebLinkAboutAdelphia Communications Corporation; 2001-01-24;Cit9 0 - 0 I e 0 -
November 19,200l
Dave Foshee
General Manager
Adelphia Communications
5720 El Camino Real
Carlsbad, CA 92008
Dear Mr. Foshee,
Based upon provisions in the Franchise Agreement (Section 5.28.050 i) between the City
of Carlsbad and Daniels Cablevision (now Adelphia Communications), the City of
Carlsbad is submitting this letter in order to preserve our right to the above mentioned
stated technical opener.
As indicated in the agreement, the technical opener begins on November 19,200l. The
City of Carlsbad looks forward to exploring the ways in which both Adelphia and the city
can provide the citizens of Carlsbad with quality cable and telecommunication services.
If you have any questions regarding this matter, please contact me at 760 434-2820.
Respectfully, QPe oe Garuba
Management Analyst
JGlac
cc: City Manager
Assistant City Manager
City Attorney
City Clerk
1200 Carlsbad Village Drive l Carlsbad, CA 92008-1989 l (760) 434-2821 - FAX (760) 720-9461
Adeiphia All Receive
Par the Information of the:
CITY COUNCIL
July, 25,200l
Ray Patchett
City Manager
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Dear Mr. Patchett:
Please allow this correspondence to serve as an official notice that Adelphia
Communications has closed the transaction to acquire Daniels Cablevision as of July 2,2001,
We at Adelphia are truly excited to be a part of your community in San Diego County.
We are in the process of quickly assessing both current projects and upcoming schedules for a
variety of improvements in customer service, and the deployment of new products such as
paging, and long distance telephone services. We plan to keep you and our customers apprised of
new developments on a regular basis.
Our commitment to building positive relationships with our local franchise
representatives and the residents of north San Diego County is a top priority.
Please feel free to contact my office at any time if I may be of further assistance.
Your local government contact will continue to be Phil Urbina, who can be reached at
760-438-7741, ext. 241, or via e-mail at urbina.uhil.i@broadband.att.com.
v. nnie Contos
Area Manager
cc: Phil Urbina
3041 E. Miraloma Avenue
Anaheim CA 92606
Phone: (714) 632-9222
Fax: (714) 630-4241
EXHIBIT "A"
GUARANTY
This GUARANTY is made and entered into as of the C4 day of ,2001, by Janotwy
Adelphia Communications Corporation (which company Thereinafter referred to as “the
Guarantor”) on behalf of itself.
WHEREAS, members of the Rigas family of Coudersport, Pennsylvania, control Adelphia
Communications Corporation and are the sole owners of Highland Carlsbad Cablevision, Inc.
(“Transferee”); and
WHEREAS, Guarantor and Transferee have petitioned the City of Carlsbad, California (the
“Franchising Authority”) to consent to the transfer of control of the franchise agreement executed
by the Franchising Authority and Daniels Cablevision, Inc. on October 18, 1977 (the “Franchise
Agreement”) to Transferee;
NOW, THEREFORE, to induce the Franchising Authority to consent to said transfer, in
addition to other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor hereby agrees as follows:
1. The Guarantor, on behalf of itself, guarantees unconditionally to the Franchising
Authority the due and punctual performance, by the Transferee, of each and every obligation
contained in such Franchise Agreement, except to the extent that any such provision or obligation
is unenforceable under applicable law.
2. The guaranty set forth in Section 1 above shall (a) be effective contemporaneously
with the transfer of control of the Franchise Agreement to Transferee and (b) shall remain in effect
until the termination of the Franchise Agreement, unless terminated, substituted, or canceled as
follows: upon the Franchising Authority’s prior written approval of a substitute guarantor, which
approval shall not be unreasonably withheld. Any such substitution will be implemented in a
manner that ensures that the substitute guarantor is in place and effective prior to or
contemporaneously with the termination, substitution or cancellation of this Guaranty so that there
is no breach in coverage.
3. Except as set forth in paragraph 2 above, no termination, amendment, waiver or
modification of this Guaranty or any of its terms or provisions shall be effective unless it is set forth
in a written instrument signed by the affected Guarantor(s) and the Franchising Authority.
4. This Guaranty shall be governed by and construed in accordance with the laws of the
State of California, as applicable to contracts entered into and to be performed entirely within that
state.
5. If any section, subsection, sentence, clause, phrase, or other portion of this Guaranty
is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative
body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct,
and independent portion, and such declaration shall not af%ect the validity of the remaining portions
hereof, which other portions shall continue in full force and effect.
**I
f h-t3 14 03 I
IN WITNESS WHEREOF, the Guarantor, on behalf of itself, has caused this Guaranty to
be executed under seal by its duly authorized representatives on the date first above written.
ADELPHIA COMMUNICATIONS CORPORATION.
By: A. lrc&zdL
(Seal)
ACCEPTED qND AGREED
Its: Mayor v I
124434.1
EXHIBIT "B"
ACCEPTANCE OF A FRANCHISE FOR A CABLE
TELEVISION SYSTEM IN THE CITY OF CARLSBAD, CALIFORNIA
WHEREAS, the City of Carlsbad, Californi
s, 200 1, adopted a Resolution No&i? !I (“City”) by action of its governing body on
Resolution”) approving the transfer of control
of the Franchise to operate a cable system in the City held by Daniels Cablevision, Inc.
(“Franchisee”) to Highland Carlsbad Cablevision, Inc. (“Highland”) and subject to this Acceptance
and a Guaranty from Adelphia Communications Corporation.
NOW, THEREFORE, pursuant to the terms and requirements of the Franchise and the
Resolution, and in consideration of the City’s approval of the transfer of the Franchise, Highland
accepts the Franchise and all conditions in the Resolution and makes the following representations
and warranties to the City:
1. Highland is a corporation duly organ&d, validly existing, and in good standing under
the laws of the State of Delaware, and is author&d to do business in California and has full power,
authority, and legal capacity to execute, deliver, and perform this Acceptance and perform the terms
and conditions of the Franchise and the Resolution.
2. All actions necessary to authorize the execution and delivery of this Acceptance, and
the performance of the Franchise and Resolution, have been duly authorized by all necessary and
required proceedings.
3. The execution and delivery of the Acceptance and the performance of the Franchise
and the Resolution, does not and will not conflict with or result in the breach or termination of, or
constitute a default under, any indenture or instrument with respect to the borrowing of money, or
any material contract, lease, or agreement, or order, judgment, or decree or any law, rules, or
regulation to which Highland is a party or by which it or any of its property is bound or affected.
4. Highland has carefully read the terms and conditions of the Franchise and the
Resolution transferring control of the Franchise, and accepts the rights, duties, and obligations
created thereunder, subject to its rights under applicable state and federal law.
5. Highland represents that is has the legal, technical, and financial qualifications to
perform fully and timely all obligations of the Franchise and agrees to be bound by the Franchise.
[The Remainder of this Page Intentionally Left Blank.]
HIGHLAND CARLSBAD CABLEVISION, INC.
Its: Vice President and Assistant Secretary
Dated: 01/19 ,200l
Stateof Pennsylvania )
1 ss:
Countyof Potter 1
The foregoing instrument was subscribed and sworn to before me this 19th’day of
&llmary ,2001,by Randall B.,Fisher ,the VP / Asst. Secretary of-
Highland Carlsbad Cablevision, Inc.
SEAL
C:\WINDOWS\TEMP\CASB-l.WPD
/ N&ry Public
Notarial Seal Jill A. Stuckey, Notary Publii Coudersport SoroT Potter County My Commission Expires May lo,2004
Member, Pennsylvania Association of Notaries