HomeMy WebLinkAboutCC RES 95-0605
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RESOLUTION NO. 95-60
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF PALM DESERT, CALIFORNIA, CONSENTING TO THE
TRANSFER AND ASSIGNMENT OF A CABLE TELEVISION
FRANCHISE.
WHEREAS, Colony Cablevision of California ("Colony") owns,
operates and maintains a cable television system in the City of
Palm Desert ("City") and is regulated by Palm Desert Municipal Code
Section 14.01.040 F.1.; and
WHEREAS, Providence Journal company ("PJC") and Continental
Cablevision, Inc. ("Continental") have entered into an Amended and
Restated Agreement and Plan of Merger dated as of November 18, 1994
("Agreement"), subject to, among other considerations, any required
approval of the City with respect thereto; and
WHEREAS, pursuant to Municipal Code Section 14.01.040 F.1., in
connection with the merger and other transactions ("Transaction")
contemplated by the Agreement, the franchise held by Colony, a
division of PJC, will be assigned to King Broadcasting company
which, in turn, will immediately transfer the franchise to (i)
Colony Communications, Inc., a wholly owned subsidiary of PJC
which, as a result of the transaction, will become a wholly owned
subsidiary of Continental, or (ii) Continental directly; and
WHEREAS, to the extent the franchise requires, Continental and
PJC now seek approval of the transaction; and
WHEREAS, Colony and Continental have fulfilled the obligations
set forth in Section 14.010.040 F.1. of the Palm Desert Municipal
Code as a prerequisite of the transfer and assignment; and
WHEREAS, the City has considered the proposed transfer and
assignment and has found no reasonable cause to deny consent to the
transfer and assignment;
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
of Palm Desert, California, that the City Council hereby consents
to that transaction, which includes the transfer of the franchise
from PJC to King Broadcasting Company and, immediately thereafter,
to (i) Colony Communications, Inc., which as a result of the
transaction will become a wholly owned subsidiary of Continental,
or (ii) Continental, to the extent that the consent of the City is
required by the terms of the franchise and applicable law, and said
consent shall be effective upon the completion of all of the
following items:
1. Completion of the proposed transaction between PJC and
Continental, and Continental promptly notifying the City,
in writing, of the completion;
2. Adoption of the existing cable television franchise
agreement by the new franchisee;
3. Receipt of submission to the City Manager within one
hundred fifty (150) days of the Effective Date of this
Transfer Agreement of a private letter ruling ("Ruling")
from the Internal Revenue Service which determines or
concludes the transaction involving the Franchisee is not
subject to federal income tax liability or such other
documentation or rulings of the IRS of the commission
sufficient to show compliance with Section 76.602 of the
Commission's Rules. Failure of the Transferor/Transferee
to provide the Ruling or such other documentation or
Rulings to the City Manager within said one hundred fifty
(150) day period shall cause the approval of the Transfer
to cease and lapse upon the one hundred fifty-first
(151st) day after the Effective Date as if never granted
unless the one hundred fifty (150) day period is
extended by the City upon written request of Transferor
and Transferee.
4. Receipt by the City of a specific explanation of how and
to what extent the terms of Continental's social contract
with the FCC will be applicable to Palm Desert;
5. Receipt by the City of Seven Thousand Five Hundred
Dollars ($7,500.00) from Colony to reimburse City for
consultant services, and any related legal fees.
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BE IT FURTHER RESOLVED, that, by consenting to and agreeing to
accept this Consent to Assignment, the City does not waive any
rights it may have under federal, state or local law.
PASSED, APPROVED and ADOPTED this
1995, by the following vote:
AYES: BENSON, KELLY, SNYDER, SPIEGEL, CRITES
ATTEST:
(242
13th
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
SHEILA RItLIGAN,
City of Palm Desert
APPROVED ASFORM:
ty Clerk
California
day of July
UF•RD CRITE , Mayor
Cit Palm Desert, California
DA. EYIN, City Attorney
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