HomeMy WebLinkAbout00-62 - Transfer of Control of Cable Television Franchise, DBA Time Warner CommunicationsRESOLUTION NO. 00 -[og-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COSTA MESA, CALIFORNIA, AUTHORIZING AND
CONSENTING TO THE TRANSFER OF CONTROL OF A
CABLE TELEVISION FRANCHISE HELD BY DICKINSON
PACIFIC CABLESYSTEMS, DBA TIME WARNER
COMMUNICATIONS.
WHEREAS, Dickinson Pacific Cablesystems, a California general partnership,.
dba Time Warner Communications ("Franchisee") is the duly authorized holder of a
franchise ("Franchise") that was entered into by the City of Costa Mesa and the
Franchisee's predecessor -in -interest on April 6, 1981. The Franchise authorizes the
construction, operation, and maintenance of a cable television system within a portion
of the City of Costa Mesa; and
WHEREAS, on or about March 2, 2000, the Franchise Authority received from
Time Warner Inc. ("Transferor"), and from AOL Time Warner Inc. ("Transferee"), an
application for the Franchise Authority's consent to a transfer of control of the
Franchise. This application was made on FCC Form 394 entitled, "Application for
Franchise Authority Consent to Assignment or Transfer of Control of Cable Television
Franchise". Supplemental information relating to this application was provided to the
Franchise Authority by the applicants on April 21, 2000; and
WHEREAS, in accordance with Section 19-05(F) of Chapter 1, Title 19, of the
Costa Mesa Municipal Code; the Franchise Authority has the right to review and to
approve the financial, technical, and legal qualifications of AOL Time Warner Inc. in
connection with the proposed transfer of control of the Franchise and the Franchisee;
and
WHEREAS, 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, AOL
Time Warner Inc., 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 Franchisee will continue to be bound by
all existing terms, conditions, and obligations under the Franchise previously granted
to the Franchisee's predecessor -in -interest on April 6, 1981;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. In accordance with Section 19-05(F) of Chapter 1, Title 19, of the
Costa Mesa Municipal Code, the Franchise Authority consents to and approves the
proposed merger transaction by and between Time Warner Inc. on the one hand, and
America Online, Inc., on the other hand, which merger transaction when
consummated, will result in a change of control of the Franchisee, Dickinson Pacific
Cablesystems, and of the Franchise.
SECTION 2. The authorization, consent, and approval of the Franchise
Authority to the proposed change of control is conditioned upon compliance by the
Franchisee of the following requirements:
1. An original or conformed copy of the written instrument evidencing the
closing and consummation of the proposed merger transaction that will result
in a change of control of the Franchisee and the Franchise must be filed in the
office of the City Clerk within 30 days after that closing and consummation.
2. Regardless of whether the transaction described in FCC Form 394
actually closes, the Franchise Authority will be reimbursed for all costs and
expenses reasonably incurred by the Franchise Authority in processing and
evaluating the information relating to the proposed change of control of the
Franchisee and the Franchise; provided, however, that those costs and
expenses will not exceed the sum of $2,500.00, and will be set forth in an
itemized statement transmitted by the City Manager, or the City Manager's
designee, to the Franchisee after the effective date of this resolution. The total
amount set forth in that statement must be paid by the Franchisee to the
Franchise Authority within 30 days after the date of the statement.
SECTION 3. The City Clerk is directed to transmit a certified copy of this
resolution to the following persons:
Gary Matz, Esq., Assistant General Counsel
Time Warner Cable
290 Harbor Drive
Stamford, Connecticut 06902-7441
Ms. Kristy Hennessey, Vice President
Government and Public Affairs
Time Warner Communications
303 West Palm Avenue
Orange, California 92866
SECTION 4. The City Clerk is directed to certify to the passage and adoption of
this resolution.
PASSED AND ADOPTED this 17th day of July, 2000
ATTEST:
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Deputy City Jerk of thgILIty of Costo
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF COSTA MESA )
r--) r., -D
1 6,
Mayor of th City of Costa Mesa
I, MARY T. ELLIOTT, Deputy City Clerk and ex -officio Clerk of the City Council
of the City of Costa Mesa, hereby certify that the above and foregoing
Resolution No. M-[pl, was duly and regularly passed and adopted by the said City
Council at a regular meeting thereof, held on the 17th day of July, 2000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of
the City of Costa Mesa this 18th day of July, 2000.
Deputy City Clerk and - ff cio Clerk of/
the City Council of the Citybf Costa Mesa
6
ACCEPTANCE OF RESOLUTION BY FRANCHISEE
DICKINSON PACIFIC CABLESYSTEMS, a California general partnership, dba Time
Warner Communications, accepts and agrees to comply with the terms and provisions
of this resolution.
DICKINSON PACIFIC CABLESYSTEMS,
A California general partnership
By:&GAS
(authorized representative)
Title: V L� ✓�Si c� .vt '-1 nC viC.-e--
Date: /7-5-00