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HomeMy WebLinkAbout99-037BOARD C UNTY CAF ~. ~. ~.~ ~~'. QF SUPERV1St'~R BUTTE; 'STATE QF CALiFOF~.(~Il - rt Resolution No. 99-37 RESOLUTION OF THE COUNTY OF Bt1"I'rI'E, APPROVING TIIE rhRANSFER OF THE CABLE COMMUNICATION FRANCHISE WHEREAS, TCI of Northern California, Inc. ("Franchisee") is the duly authorized holder ol~ a franchise, as amended to date, authorizing Franchisee to serve Butte County (Ortwille/GridleyfBiggs area), California ("the Franchise") and to operate and maintain ~~ cable television system ("System"); and WHEREAS, MediaOne Acquisitions of Northern Illinois, Inc. ("MediaOne"), Franchisee and certain ai~f~ihates of MediaOne and Franchisee have entered into an Asset Exchange Agreement dated October 9, 1998 (the "Agreement"), whereby Franchisee has agreed to transfer to MediaOne or another direct or indirect subsidiary of MediaOne Group, Inc. (a "MediaOne Affiliate") the assets of the System, including all right, title and interest of Franchisee in the Franchise, subject to any required approval of the local Fanchise authority with respect thereto (the transactions contemplated by the Agreement are referred to as the "Transaction"); and WHEREAS, MediaOne or a MediaOne Affiliate may, ai~ter the Transactions, assign or tr~insfer the Franchise to another MediaOne Affiliate; and WHEREAS, to the extent the Franchise requires, MediaOne and Franchisee now seek approval of the Transactions and have filed a FCC Form 394 with the County (the "Franchise Authority"); and WHEREAS, the Franchise Authority has reviewed the qualifications of the transferees as provided by transferees and finds them to be suitable transferees; NOW, 'THEREFORE, BE IT RESOLVED BY THE FRANCHISE ALITHORI"hY AS FOLLOWS: Section I. The Franchise Authority hereby consents to and approves the'hransactions, to the extent that such consent is required by the teems of the F~ anchise or applicable law. Section 2. MediaOne, or such MediaOne Affiliate, hereby accepts the obligations of Franchisee under the Franchise, subject to applicable law, which accrues from and after the date of consummation of the Transactions. Section 3. The Franchise Authority confirms thaC {a) the Franchise was properly granted or transfel-red to Franchisee, (b) the Franchise is cui~~ently in full force and effect, (c) the Franchise supersedes all other agreements between the parties, (d) 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 (e) Franchisee is materially in compliance with the pt-ovision 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 of both, would constitute a material default or breach under the Franchise or would allow the Franchise Authority to cancel or terminate the rights thereunder. Section 4. MediaOne or MediaOne Affiliate may to the extent permitted by Federal law andJor regulation transfer the Franchise or control related thereto to any MediaOnc; Affiliate upon notice to Franchise Authority. Section 5. 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 6. The Franchise Authority releases Franchisee, effective upon the closing date of the 'I'ransaetions, from all obligations and liabilities under the Franchise that accrue on and after such closing date; provided that, effective upon such closing date, MediaOne or MediaOne Affiliate shall be responsible for any obligations and liabilities under the Franchise that accrue on and after such closing dale of the Transactions. Section 7. This Resolution shall have the force of a continuing agreement with Franchisee and Media One, to that extent permitted by law andlor public policy and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and MediaOne. Section 8. This Resolution shall only remain in effect during the term specified within the current non-exclusive franchise agreement. Section 9. This Resolution shall be deemed effective upon the closing of the Transactions PASSED, ADOPTED AND APPROVED this 9th (day of March, 1999f by the following vote: AYES: Supervisors Beeler, Davis, Houx, I Josiassen and Chair Dolan ~ ~-`'~ sy,~ ~ NOES: None `~ Jane Dolan, Chair of the ABSENT: None ABSTAIN: None Butte County Board of Supervisors AT"PEST: ,. - - ~' L.. -` John S,~Blacklock, Officer and Clerk of the Board ~, AP ROVED AST FORM: ~~~ ? ~~ !~ ~~ ~ , r. B V .. /J J '~ ~ ~ ~ ~ ` Butte County Counsel (tci.res)