CC - 1995-38 - Transfern & Assignmetn of the Cable TV Franchise from Cencom to Charter• •
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RESOLUTION NO. 95-38
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROSEMEAD CONSENTING TO THE TRANSFER AND
ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE FROM
CENCOM CABLE TELEVISION, INC. TO CHARTER
COMMUNICATIONS ENTERTAINMENT II, L.P.
WHEREAS, Cencom Cable Television, Inc., a Delaware Corporation("Grantee"), is the duly
authorized holder of a franchise granted by Ordinance No. 761 (the "Franchise") authorizing the
operation and maintenance of a cable television system and authorizing Grantee to serve the City (the
"Grantor") with cable television services; and
WHEREAS, Grantee has advised Grantor that Grantee has entered into an agreement, dated as
of March 30, 1995 (the "Purchase Agreement'), pursuant to which Grantee has agreed, subject to the
satisfaction of certain closing conditions, to sell to Charter Communications Entertainment II, L.P. the
stock of Cencom Cable Television, Inc. and assets which include the franchise to operate a CATV
system in the City of Rosemead; and
WHEREAS, the applicable provisions of the Rosemead Municipal Code and the Franchise
require the written consent of the Grantor prior to any transfer or assignment of the Franchise to any
person; and
WHEREAS, Grantor finds and determines that it is in the public interest, convenience and
necessity to approve and consent to the transfer of the Franchise from Grantee to Charter
28 11 Communications Entertainment II, L.P., as referred to in the preceding recitals, and Grantor has
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1 evaluated the technical ability, financial capability and general characterof Charter Communications
2 Entertainment 11, L.P. and has determined all to be acceptable.
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4 NOW, THEREFORE, the City Council of the City of Rosemead hereby resolves as follows:
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7 Section 1. Grantor hereby approves and consents to the (a) transfer, sale and assignment of the
8 Franchise from Grantee to Charter Communications Entertainment II, L.P. as described in the recitals
9 to this Resolution, and (b) creation of security interests in and the encumbrance of the Franchise and
10 cable television system serving the City of Rosemead in order to secure indebtedness to be incurred by
11 Charter Communications Entertainment II, L.P.; provided, however, that if there is a default, foreclosure,
12 other judicial sale, or other exercise of remedies under such security interest or agreement, the Grantor
13 reserves its rights as provided in the franchise and the Rosemead Municipal Code.
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15 Section 2. Grantor's consent herein is hereby conditioned on Charter Communications
16 Entertainment II, L.P.'s agreeing in writing, to all the terms, conditions and provisions of the Franchise.
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19 Section 3. Charter Communications Entertainment II, L.P. shall provide, prior to operating the
20 System as the transferee, the surety bonds and insurance coverage required by the Rosemead Municipal
21 Code and the Franchise.
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24 Section 4. It is the Grantor's position that neither Grantor's consent to transfer the Franchise, nor
25 the Purchase Agreement, including the creation of security interests in the Franchise and cable television
26 system, shall constitute the basis for a rate increase application. Notwithstanding the foregoing Grantor
27 acknowledges that nothing in this Section 4 shall cause Charter Communications Entertainment II, L.P.
28 to waive any of its rights pursuant to federal rate regulations:
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Section 5. That the Grantor hereby affirms that the Franchise is validly held in the name of the
Grantee, is in full force and effect, and is for a current term ending on June 27, 2000. Grantor
acknowledges that Cencom Cable Television is not in breach or default with the terms and conditions
of the franchise as of the date of this Resolution.
Section 6. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of
this Resolution and thereupon the same shall take effect and be in force.
APPROVED and ADOPTED this 8th day of August, 1995.
I hereby certify that the foregoing Resolution No.
95-38 was duly and regularly adopted by the
ATTEST: Rosemead City Council at a regular meeting held
on August 8, 1995, by the following vote:
"y
T _ Yes: Clark, Vasquez, Imperial, Taylor, Bruesch
)L No: None; Absent: None; Abstain: None
-City Clerk
C ty Clerk
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