HomeMy WebLinkAboutCC 18 CABLE CHANGEOVER 11-07-94NO. 18
11-?-94
3ATE: NOVEMBER 7, 1994
Inter-Com
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
PUBLIC WORKS DEPARTMENT
PROPOSED TPum~BFER~qD CN.~NGE OF CONTROL OF A CABLE TELEVISION
SYSTEM FRANCHISE FROM DIMENSION/TIMES-MIRROR COMPANY TO COX
CABLE COMMUNICATIONS, INCORPORATED (P.W. FILE NO. 1995D)
RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 94-127,
approving the transfer and change of control of a cable television
system franchise from the Times-Mirror Company (dba Dimension Cable
Services) to Cox Cable Communications, Inc.
FISCAL IMPACT
There is no fiscal impact on the City with the approval of the change in
control of this cable system franchise.
BACKGROUND AND DISCUSSION
In August 1992, the Tustin City Council approved the sale of the
Community Cablevision franchise to Times-Mirror Cable Television of
Orange County, Inc. Times-Mirror operates this franchise under the name
of Dimension Cable Services.
Pursuant to the Tustin City Code Section 7418 and the Federal
Communications Commission (FCC) Regulations, the cable operator must
obtain City approval of a franchise transfer or change of control of the
system. Thus, Times-Mirror has submitted a written request and filed
Form 394 with the City, as required by the FCC, for a change of control
of the franchise to Cox Cable Communications, Inc. All necessary
documents were included with the Form 394 and are on file in the City
Clerk's office.
It should be noted that Resolution No. 94-127 includes a provision
requiring that Times-Mirror Cable and/or Cox Cable 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 Dimension Cable Services.
CONCLUSION
The adoption of Resolution No. 94-127 approving the change in control
will have no immediate impact on subscribers and will not in anyway
cause rate changes. It is not known at this time when any name changes
will be in effect.
Director of Public Works/
City Engineer
Katie Pitcher
Administrative Assistant II
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RESOLUTION NO. 94-127
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTINt
CALIFORNIA, APPROVING THE TRANSFER ANDCHANGE 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,
that the City
control; and
Section 7418(d) of the Tustin City Codes requires
Council approve any franchise transfer or change in
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
Inc.
City
Cox;
WHEREAS, Times-Mirror Company and Cox Cable Communications,
("Cox") have filed a FCC Form 394 with the City requesting
Council approval of the change of control of the franchise to
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.
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WaEREAS, representatives of Dimension Cable Services have
warranted to the City that the rate findings of the FCC on
Dimension Cable rates in other Orange County cities, served by
Dimension Cable Services, will be recognized and implemented in
Tustin.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Tustin, California, hereby resolves as follows:
The change in control from Times-Mirror Cable to Cox is
hereby approved subject to the following conditions:
(a) Cox shall be 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 and/or Cox 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
Dimension Cable Services.
(c) Within 30 days of adoption of this Resolution,
Times-Mirror Cable shall pay the City franchise fees on 100%
of the gross revenues, to the extent not already paid
retroactive to 1991 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 shall not treat any term or condition of this
Resolution as an "external cost" under Title 47, Sections
76.922 and 76.925 of the Code of Federal Regulations.
(f) Cox agrees that notwithstanding Section 520 et seq.,
of Title 47 of the United States Code, it shall assume
responsibility for all acts or omissions of its predecessor,
Times-Mirror Cable.
(g) Cox shall operate 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.
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(h) 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 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.
(i) 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.
(j) Cox 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.
(k) 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.
(1) 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.
(m) 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 A~D ADOPTED at a regular meeting of the City Council
of the City of Tustin held on the 7th day of November, 1994.
ATTEST:
Thomas R. Saltarelli, Mayor
City Clerk
EXHIBIT "A"
GUARANTEE OF TRANSFER OF FRANCHISE
TIMES-MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., hereby
accepts, and guarantees that each and every term of Resolution No. __ of the City of
Tustin, entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN, CALIFORNIA, APPROVING THE TRANS-
FER AND CHANGE OF CONTROL OF A CABLE TELE-
VISION SYSTEM FRANCHISE FROM THE TIMES-
MIRROR COMPANY TO COX CABLE COMMUNICA-
TIONS
DATED:
,1994
TIMES-MIRROR CABLE TELEVISION OF
ORANGE COUNTY, INC.
By:
Name:
Title:
EXHIBIT "A"
GUARANTEE OF TRANSFER OF FRANCHISE
COX CABLE COMMUNICATIONS, INC., hereby accepts, and guarantees that
each and every term of Resolution No. __ of the City of Tustin, entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN, CALIFORNIA, APPROVING THE TRANS-
FER AND CHANGE OF CONTROL OF A CABLE TELE-
VISION SYSTEM FRANCHISE FROM THE TIMES-
MIRROR COMPANY TO COX CABLE COMMUNICA-
TIONS
DATED:
, 1994 COX CABLE COMMUNICATIONS, INC.
By:
Name:
Title: