HomeMy WebLinkAboutCC RES 94-1271
2
3
4
5
6
?.
8
9
10
11
12
13
14
25
16
17
18
19
20
21
22
?.3
24
25
26
27
28
RESOLUTION NO. 94-127
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN,
CALIFORNIA, APPROVING THE TRANSFER AND CHANGE OF CONTROL
OF A CABLE TELEVISION SYSTEM FRANCHISE FROM THE TIMES
MIRROR COMPANY TO COX CABLE COMMUNICATIONS, INC.
WHEREAS, pursuant to Chapter 4 of Title 7 of the Tustin Code,
the City of Tustin entered into a franchise agreement with
Community Cablevision Company, a wholly owned subsidiary of Times
Mirror Cable Television of Orange County, Inc. (hereinafter
referred to as "Times Mirror Cable");
WHEREAS, Times Mirror Cable uses-the fictitious business name
of "Dimension Cable Services"; and
WHEREAS, Times Mirror Cable is owned by Times Mirror Cable
Television, Inc., a subsidiary of The Times Mirror Company; and
WHEREAS, Section 7418(d) of the Tustin City Codes requires
that the City Council approve any franchise transfer or change in
control; and
WHEREAS, Federal Communications Commission ("FCC")
regulations (47 CFR Section 76.502 (i)(1)) require that in order
for a cable operator to obtain City approval of a franchise
transfer or change of control, it must submit to the City a FCC
Form 394 and any other information as may be required by the City;
and
WHEREAS, FCC regulations give the City discretion to approve
Form 394; and
WHEREAS, The Times Mirror Company and Cox Cable
Communications, Inc. ("Cox") have filed a FCC Form 394 with the
City requesting City Council approval of the change of control of
the franchise to Cox; and
WHEREAS, Cox will be owned by Cox Communications, Inc., a
subsidiary of Cox Enterprises, Inc.; and
WHEREAS, in support of its Form 394 application, Times Mirror
Cable and Cox have submitted to the City the following documents
which are on file with the City Clerk, and are collectively
referred to as the "Merger Documents":
FCC Form 394 with 11 exhibits, including agreement and
plan of merger between The Times Mirror Company, New
TMC, Inc., Cox Cable Communications, Inc., and Cox
Enterprises, Inc., and Form S-4, registration statement
of new TMC, Inc., filed with Securities and Exchange
Commission.
2'
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
i
19~
20 ~
21j
22
?.3
24
25
26
27
28
WHEREAS, it is Dimension Cable's intention to maintain rates
for Dimension's customers in' the City similar to those of the
surrounding communities served by Dimension Cable in central
Orange County.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Tustin, California, hereby resolves as follows:
The change in control from The Times Mirror Company to Cox is
hereby approved subject to the following conditions:
(a) Cox shall ensure that Times Mirror Cable is bound by
all provisions of the Tustin City Code and the Franchise
Agreement as the successor in interest to Times Mirror
Company.
(b) Times Mirror Cable, unless prohibited by a FCC
decision or ruling, shall implement subscriber refunds, to
the extent such are warranted by findings of the FCC in
reviewing and acting upon rate decisions of other Cities in
Orange County, served by Times Mirror Cable.
(c) Within 30 days of adoption of this Resolution, Times
Mirror Cable shall pay the City franchise fees on 50~ of the
gross advertising revenues, to the extent not already paid
retroactive to October 1, 1992 and with interest at 7$ per
annum.
(d) Cox shall not seek a modification of any franchise
commitment regarding facilities and equipment on the basis of
"commercial impracticability" under Section 545 of Title 47
of the United State Code, solely or partially as a result of
the transfer approved herein.
(e) Cox agrees that notwithstanding Section 520 et sea.,
of Title 47 of the United States Code, it shall assume
responsibility for all acts or omissions of its predecessor,
The Times Mirror Company.
(f) Cox shall ensure that Times Mirror Cable operates
and maintain the cable system to comply with all applicable
provisions of Part 76, subpart K (technical specifications)
of the FCC's rules and regulations, as amended (hereinafter
"Technical Specifications"). Should the FCC allow local
regulation of the technical performance of cable systems, the
technical specifications in effect immediately prior to the
date of any such action by the FCC allowing for such local
regulation, shall become the technical standards applicable
to Cox's cable system for the remainder of its franchise
term.
i
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
23
24
25
2s
27
28
(g) Within ten (10) days of the adoption of this
Resolution, Times Mirror Cable and Cox shall each file in the
office of the City Clerk, written acceptances of this
resolution, executed, respectively by Times Mirror Cable and
Cox in the form of Exhibit "A" attached hereto. By executing
and filing the acceptances, Times Mirror Cable and Cox each
guarantee performance subject to the merger of all
obligations and conditions of this. Resolution. The
acceptances shall be notarized so as to indicate that the
persons executing the acceptances have the authority to bind
Times Mirror Cable or Cox. .The failure of Times Mirror Cable
and Cox to timely file the acceptances shall automatically
repeal this Resolution and City Council approval of the
transfer.
(h) Providing all conditions of this Resolution have
been met, the consent to the transfer of the franchise herein
granted shall be effective upon the closing of the proposed
merger. The City shall be notified by letter from Cox
directed to the City Clerk promptly upon such closing.
(i) Times Mirror Cable shall reimburse the City its
reasonable administrative, consulting and legal costs
incurred in processing the application for approval of the
change in control which is the subject of this Resolution,
within thirty (30) days of receiving an invoice from the
City. The reimbursement amount shall not exceed $5,000.00.
This amount shall not be deemed an "external cost".
(j) By consenting to and agreeing to accept the
franchise transfer, neither the City, nor Times Mirror Cable,
nor Cox waives any rights any of them may have under federal,
state or local law.
(k) By delivering a copy of this Resolution to Cox, the
City hereby gives notice that pursuant to Revenue and
Taxation Code Section 107.6, the franchise may create a
possessory interest which, if created, may be subject to
property taxation and that Cox may be subject to payment of
property taxes levied on such interest.
(1) The City Manager and the City Attorney, or their
designees, are hereby authorized and empowered to execute any
documents necessary, in their discretion, to implement the
approvals contained herein.
PASSED AND ADOPTED at a regular meeting of the City Council
of the City of Tustin held on the 7th day of November, 1994.
ATTEST:
erk
Thomas R. ltarelli, Mayor
EXHIBIT "A"
GUARANTEE OF TRANSFER OF FRANCHISE
Upon the effective date of the merger, TIMES MIRROR CABLE TELEVISION OF
ORANGE COTTI`TTY, INC., hereby accepts, and guarantees each and every item of Resolution
No. 94-127 of the City of Tustin entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN, CALIFORNIA, APPROVING THE TRANSFER
AND CHANGE OF CONTROL OF A CABLE TELEVISION
SYSTEM FRANCHISE FROM THE TIlVIF.S MIItROR
COMPANY TO COX CABLE COMMUNICATIONS, INC.
DATED: %~ ~ 7 , 1994 TIMES MIItROR CABLE TELEVISION
OF ORANGE COUNTY, INC.
Name: .C e~ ~reh n d n
Title: ~!i c~ P~e1 ~utn"f ~ Ce,~ ~;2 ~ l rnc~n d ,,~~
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF CALIFORNIA
SS.
COUNTY OF ~~~97i.~ G'G
On ~~V f /i / ~9~ before ®e, Robert K. Ruegsegger
(date (Notary Public)
personally appeared ~ ~d ~Gf / 1 ~~~,? ~ ~~ ~/~' ~l/!¢-/L~
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 acknow-
ledged 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
persons}, or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
SEAL
ra ~~ '"
T
~ ROBERT K
RUEG GE
E
~~
' .
~
i o® Comm. # 999599
NOTARY PUBUC -CALIFORNIA
~ Orange County 1~
~(IFOPN~
~ bly Comm. Expires July 18,1997 °°
1
.7~.
(NOTAR S GNA E)
My coiamission expires July 18, 1997
ERHIBIT "A"
GUARANTEE OF TRANSFER OF FRANCHISE
Upon the effective date of the merger, COX CABLE COMMUNICATIONS, INC.,
hereby accepts, and guarantees each and every item of Resolution No. 94-127 of the City of
Tustin entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN, CALIFOItNIA,_APPROVING THE TRANSFER
AND CHANGE OF CONTROL OF A CABLE TELEVISION
SYSTEM FRANCHISE FROM THE TIlVIFS MIItROR
COMPANY TO COR CABLE CO1~~IlVIiJNICATIONS, INC.
DATED: ~ , 1994 COX CABLE COMMUNICATIONS, INC.
By:
Name: ~
Title: V ~cc ~d~e~i ~ e n ~
Svc~o:n to ant subscribed before me
tihis ~~~ day of Novemb r, 1994.
'V'otai~ ]l~~h~lic
Any (+cYrnrr€~~d ;~ ~~ :~ P~;~N~,'t 31,1 ~t b
City of Tustin
RESOLUTION CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
RESOLUTION NO. 94-127
ss
Mary E. Wynn, City Clerk and ex-officio Clerk of the City Council of the
City of Tustin, California, does hereby certify that the whole number of
the members of the City Council is five; that the above and foregoing
resolution was passed and adopted at a regular meeting of the City Council
held on the 7th day of November, 1994, by the following vote:
COUNCILMEMBER AYES: Saltarelli,
COUNCILMEMBER NOES: None
COUNCILMEMBER ABSTAINED: None
COUNCILMEMBER ABSENT: None
Potts, Doyle, Thomas, Worley
Valerie Grabill, Chief Deputy City Clerk
for Mary E. Wynn, City Clerk