2000-08 RESOLUTION NO. 2000-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAND TERRACE, CALIFORNIA, AUTHORIZING THE
TRANSFER OF A CABLE TELEVISION FRANCHISE
WHEREAS,Comcast Cablevision of San Bernardino,Inc.(the"Franchisee")currently owns
and operates the cable television system(the"System")operating in the City of Grand Terrace(the
Franchise Authority") and is the duly authorized holder of a franchise permit, license, or other
authorization granted by the Franchise Authority (as amended to date, the "Franchise"); and
WHEREAS, Comcast Corporation, the parent company of the Franchisee, and Adelphia
Communications Corporation ("Adelphia") have entered into an agreement (the "Exchange
Agreement"), dated May 25, 1999, pursuant to which Comcast has agreed to transfer substantially
all of the assets of the System,including its rights under the Franchise,to Adelphia or its subsidiaries
in a series of transactions in which (i) the Franchisee shall be converted from a corporation to a
limited liability company under Delaware law and(ii)all of the LLC interests in the Franchisee will
be transferred to Clear Cablevision, Inc. ("Transferee"), a wholly owned indirect subsidiary of
Adelphia (the "Transactions"); and
WHEREAS,Franchisee and Transferee have requested consent by the Franchise Authority
to the Transactions in accordance with the requirements of the Franchise and have filed an FCC Form
394(the"Transfer Application")with the Franchise Authority describing both the Transferee and the
Transactions; and
WHEREAS, the Franchise Authority has reviewed the Transfer Application,examined the
legal,financial and technical qualifications of Transferee,followed all required procedures in order
to consider and act upon the Transfer Application, and considered the comments of all interested
parties; and
WHEREAS,the Franchise is in full force and effect without default thereunder by Franchisee
as of the date hereof in accordance with its terms and conditions as set forth therein, and Transferee
has agreed to comply with the Franchise and applicable law from and after the completion of the
transfer; and
WHEREAS,the Franchise Authority believes it is in the interest of the Franchise Authority
to approve the Transfer Application and the transfer of control of the Franchise to Transferee,all as
described in the Transfer Application;
NOW,THEREFORE,the City Council of the City of Grand Terrace,does hereby resolve as
follows:
SECTION 1.The Franchise Authority hereby consents to the Transactions,all in accordance
with the terms of the Franchise.
SECTION 2. The Franchise Authority confirms that(a)the Franchise was properly granted
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or transferred to Franchisee, (b)the Franchise represents the entire understanding of the parties and
Franchisee has no obligations to the Franchise Authority other than those specifically stated in the
Franchise, and (c)Franchisee is materially in compliance with the provisions of the Franchise and
there exists no fact or circumstance known to the Franchise Authority which constitutes or which,
with the passage of time or the giving of notice or both,would constitute a material default or breach
under the Franchise or would allow the Franchise Authority to cancel or terminate the rights
hereunder, except upon the expiration of the full term of the Franchise.
SECTION 3. Following the Transactions, Franchisee may transfer the System and/or the
Franchise, or control related thereto, to any entity controlling, controlled by, or under common
J control with Franchisee.
SECTION 4. The Franchise Authority hereby consents to and approves the assignment,
mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating
thereto, as collateral for a loan.
SECTION 5. This Resolution shall be deemed effective for purposes of the Transactions
upon the consummation of the transactions contemplated by the Exchange Agreement.
SECTION 6. This Resolution shall have the force of a continuing agreement with Franchisee
and Transferee, and the Franchise Authority shall not amend or otherwise alter this Resolution
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without the consent of Franchisee and Transferee.
Section 7. The Franchise Authority releases Comcast Corporation and each of its subsidiaries,
effective upon the consummation of the Transactions contemplated by the Exchange Agreement,from
all obligations and liabilities under the Franchise that accrue on and after the consummation of the
Transactions contemplated by the Exchange Agreement; provided that the Franchisee shall be
responsible for any obligations. and liabilities under the Franchise that accrue on and after the
consummation of the Transactions contemplated by the Exchange Agreement.
PASSED, APPROVED AND ADOPTED this 27' day of April, 2000.
May of the City of rand errace
ATTEST:
City Clerk of the City of trand
Terrace
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- I, BRENDA STANFILL, City Clerk of the City of Grand Terrace, do hereby certify that
Resolution No. 2000-08 was introduced and adopted at'a regular meeting of the City Council of
the City of Grand Terrace held on the 27`'' day of April, 2000, by the following vote:
AYES: Councilmembers Hilkey, Garcia, and Larkin; Mayor Pro Tem
Buchanan and Mayor Matteson
NOES: None
ABSENT: None
ABSTAIN: None
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Brenda Stanfill, City Clerk 1
Approved as to form: _
City Attorney
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