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Home My WebLink AboutCC RES 00-084CITY OF PALM DESERT RIVERSIDE COUNTY, CALIFORNIA RESOLUTION NO. 00-84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT AUTHORIZING AND CONSENTING TO THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE HELD BY TWI SUMMIT CABLE, INC. RECITALS: A. TWI Summit Cable, Inc., a Delaware corporation ("Franchisee"), is the duly authorized holder of a franchise ("Franchise") that, in accordance with Resolution No. 99- 68, adopted by the Palm Desert City Council ("Franchise Authority") on June 24, 1999, was transferred by MediaOne Enterprises, Inc. The Franchise authorizes the construction, operation, and maintenance of a cable television system within the City of Palm Desert. B. On or about February 11, 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. C. In accordance with Section 14.01.040(6) of Chapter 14.01, Title 14, of the Palm Desert 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. D. 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 transferred to the Franchisee as authorized by Resolution No. 99-68 that was adopted by the Franchise Authority. P6401\1030\592919.2 -1- DRAFT 6/9/00 RESOLUTION NO. 00-84 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT RESOLVES AS FOLLOWS: Section 1. In accordance with Section 14.01.040(6) of Chapter 14.01, Title 14, of the Palm Desert 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, TWI Summit Cable, Inc., 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 with 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 the 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 and will be set forth in an itemized statement transmitted by the City Manager, or the City Manager's designee, to the Franchisee within 60 days 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. Nothing contained in this resolution may be construed to extend the term of the Franchise, which will terminate in its entirety on September 30, 2000. Section 4. 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. Kathi Jacobs Government Affairs Supervisor Time Warner Cable 41-725 Cook Street Palm Desert, California 92211 P6401 \ 1030\592919.2 -2- DRAFT 6/9/00 RESOLUTION NO. 00-84 Section 5. The City Clerk is directed to certify to the passage and adoption of this resolution. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Palm Desert City Council held on this 22nd day of June 2000, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: ATTEST: BENSON, KELLY, SPIEGEL, FERGUSON NONE CRITES NONE RACIfEELLE D. SSEN, 'ACTING CITY CLERK CITY OF PALM DESERT, CALIFORNIA APPROVED AS TO FORM: CITY ICTTOR P6401 \ 1030\592919.2 MAYOR PRO-TEMPORE -3- DRAFT 6/9/00 RESOLUTION NO. 00-84 ACCEPTANCE OF RESOLUTION BY FRANCHISEE TWI SUMMIT CABLE, INC., a Delaware corporation, accepts and agrees to comply with the terms and provisions of this resolution. TWI SUMM ABLE, INC. a Delawar c oration By: (Authori�ed Officer) SIGNATURE MUST BE NOTARIZED Title: President, Desert Cities Division Date: June 26, 2000 P6401\1030\592919.2 -4- DRAFT 6/9/00 RESOLUTION NO. 00-84 State of California } } County of RIVERSIDE } On (2oo 2000 ,before e, a Notublic, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature /�C.l.%C/.li DESCRIPTION OF ATTACHED DOCUMENT: Acceptance of Resolution No. 00-84 by Franchisee (TITLE OR TYPE OF DOCUMENT) 1 (NUMBER OF PAGES) (DATE OF DOCUMENT) (SIGNER(S) OTHER THAN NAMED ABOVE) KATHLEEN J. ELY Commission # 1177922 No‘ary Public - Carfornia Riverside County My Comm. Expires Mar 29. iUJ2 (seal)