CC - Item 2A.1 – RES 98-54 Granting Paul Allen and Charter Communications Cable •
RESOLUTION NO.98-54
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ROSEMEAD GRANTING THE
APPLICATION OF PAUL G. ALLEN AND
•
CHARTER COMMUNICATIONS
ENTERTAINMENT II, LLP AND RELATED
COMPANIES TO ASSIGN AND TRANSFER
CONTROL OF THE NON-EXCLUSIVE CABLE
TELEVISION FRANCHISE IN THE CITY OF
ROSEMEAD
{TT�O��PAUI„G. ALLEN
WHEREAS, the City of�-r*ahu�el ("CITY')granted to the predecessors of Chaner
Communications Entertainment H, L.P., A franchise as set forth in the franchise agreement dated
June 27, 1985, 10 own and operate a cable television system in the City of Rosemead; and
WHEREAS, on July 29, 1998 Charter entered into a Purchase Agreement (the
"Agreement") with Paul G. Allen ("Buyer"); and
WHEREAS, the Agreement provides for the sale of stock, transfer of control and the
restructuring of Charter; and
WHEREAS, Charter and Buyer("Applicants")filed an FCC Form 394 Application for
Franchise Authority Consent to Assignment or Transfer of Control of Cable Television
Franchise with CITY on or about August ]8, 1998; and
WHEREAS, CITY has duly conducted a thorough review and investigation into the
legal, technical and financial qualifications of the Buyer to own and operate the cable television
system in light of the above-referenced FCC Form 394; and
WHEREAS, all written comments and staff reports have been received and made a part
of the record; and
WHEREAS, following review and investigation, the CITY has concluded that the
Applicants have established that, with the assurances provided by Applicants, the Buyer meets
the leeal, technical and financial criteria to operate the cable television system and the
Applicants have satisfied all criteria set forth in and/or under all applicable or required City of
Rosemead and federal documents, laws, rules and regulations, including FCC Form 394, For this
transfer.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing and
the premises set forth herein, the CITY agrees to the following-
COUNCIL CIL. r:GE IJF,
DEC 151998
ITEM No.
SEM' BY: IPALLIN KRESS REISMAN : 12- 9-98 t 4:32PM : (310) 450-0506-, 8:8 307 9218:: 3/ 6
•
SECTION 1.
1. CITY consents to the restructuring of Charter and the transfer of
control/assignment of franchise of the cable television system serving CITY to the
Buyer (or a specifically identified and approved designee entity of Buyer),
effective upon the closing of the transactions contemplated by the Agreement;
2. CITY further consents to the change of name or corporate designation attendant
with the restructuring of Charter, if any, as set forth within FCC Form 394;
3 CITY confirms that (a)the Franchise is valid and outstanding and in full force
and effect; (b) there have been no amendments or modifications to the Franchise,
except as set forth herein; (c) Charter is materially in compliance with the
provisions of the Franchise; and (d) there are no defaults under the Franchise, or
events which, with giving of notice or passage of time or both, could constitute
events of default thereunder.
SECTION 2. This resolution shall take effect immediately.
SECTION 1 The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED and ADOPTED by the Rosemead City Council on this day of
December, 1998_
Robert Bruesch
Mayor
City of Rosemead
ATTEST:
Nancy Valderrama, City Clerk
City of Rosemead
2 •
1`i \c �
MAYOR
itc ^{ sead
AYOR VJ n.!ESCO
MAYOR s nD TEM
' .;O .
JOEVE:
6636 E.VALLEY BOULEVARD•P0. BOX 399
MARGARET C_cek
MARGARETYTIMPERIAL
fu: ROSEMEAD. CALIFORNIA 91770
v, T Enm; TELEPHONE 16251 260.6671
ennv A .moo= FAX(626)307,9218
COUNCIL MEMORANDUM
FROM: CITY MANAGER
DATE: DECEMBER 14, 1998
RE: CHARTER CATV AGENDA ITEM
Attached is a memorandum from Cary Reisman and a letter from Charter Communications
regarding tomorrow evenings Adjourned Council Meeting. It provides assurance that the Charter
management team will remain in place after the transfer of control to Paul Mien.
If you have any questions, please let me know.
SENT BY: WALLIN KRESS REISMAN :12-14-98 : 3:46Py 13101 450-0506- 818 307 9218:: 2/ 4
WALLIN, KR ESS, REISMAN & KRAN ITZ
•
LAW orris Es
„cL
SANTA CMONICA, CALIFORNIA BOWS-620S
„.LcanuNC (DKR 400-9582
MEMORANDUM
DATE. December 14, 1998
TO: Donald Wagner, Assistant City Manager
FROM: Cary S. Reisman, Assistant City Attorney4/ �
SUBJECT. Charter Communications Assurances
As you know, Charter has resisted providing us with any written documentation to the
effect that the Charter management team will remain in place after the transfer of
control of Charter to Paul Allen is completed. I have finally succeeded in securing
some assurances to that effect.
Charter's Vice President and Senior Counsel, M. Celeste Vossmeyer, has agreed, on
behalf of the applicants, that Charter will agree to pay the City of Rosemead liquidated
of Charter Communications) leaves the damages in the event that either Jerald L. Kent (President and Chief Operating Officer
loy of
e company, or that more than
of Charter's senor ma agement team, as listed in an xhibit to her letter, leaves the
employment of Charter, within three years after completion of the transfer. This
commitment is currently in the form of a letter, a copy of which is attached hereto and
would he attached to the resolution approving the transfer.
This letter assurance, which will be incorporated into the Franchise Renewal
agreement, together with the assurance of no impact on rates as a result of the transfer
(see Jerald Kent letter of December 7, 1998 which is contained in the agenda packet,
may be sufficient to satisfy Council concerns regarding the transfer.
CSR:da
Enclosure
SE Vi BY: RALLIN KRESS REISMAN ; 12-19-98 : 3:46PM ; 1310) 950-05M- 818 307 9218:: 3/ 4
rs-mo-ue<u i-802 P t2/t9 F-080
0
CTER
December 12, 1998
VIA FACSIMILE AND US.MAIL
Mr. Cary Reisman
Wallin, Kress. Reisman & Kravitz
2800 28m Street. Suite 315
Santa Monica, CA 90405.8205
RE; The City of Rosemead
Dear Mr. Reisman:
This letter is to confirm the assurances I made to you by teleprtone yesterday
regarding Mr. Paul Allen's commitment to maintain the Charter management team,
Charter will agree to pay the City of Rosemead the sum of Two hundred
Thousand Dollars ($200,000) in liquidated damages in the event 0) Mr. Jerald Kent
leaves the employment of Charter Communications, Inc. before the third anniversary of
the franchise transfer; or (ii) more than twenty percent (20%) of Charter's senior
management team, as listed in attachment Exhibit A, leave the employment of Charter
Communications, Inc., or its affiliates before the third anniversary of the franchise
transfer.
The employment agreement between Mr. Kent and Mr. Alen is confidential and
cannot be produced. We would assume that this very open-ended commitment is more
oeneficial to the City than one that is conditioned on provisions of an employment
agreement.
Please contact me immediately regarding now you would like to memorialize this
agreement.
Sincerely, La... es
(/e//(�� V
M. Celeste Vossmeyer
Vice President and Senior CDunsel
MCV smf
Attachment
12444 Powenroun Dote• sure 130-krauts.M*xeun 63131 •C314)965-0555•Fiu(1111 965.6640•m:ernet hnp'//ww.cnarrercom.corti
SENT BY: WALLIN KRESS REISMAN :12-14-98 3:47PM : '3101 450-0505 818 307 9718: 4/ 4
I[ v CV[pc P10'-lMR¢4 WMunlviiuu ell-,OJ-WU I-SW( r 01/0 1-IEY
EXHIBIT A
CHARTER COMMUNICATIONS, INC.
Jerald L. Kent President and Crset Executive Officer
David G. Barlord Senior Vice President- Operations- Urban Regions
Mary Pat Blake Senior Vice President-Marketing
Eric A. Freesmeer Senior Vice President-Administration
Thomas R. Jokerat Senior Vice President- Engineering
Kent D. Kelkwarf Senior Vico President and Chief Financial Officar
Ralph G. Kelly Senior Vice President-Treasurer
Gene Knoblauch Senior Vice President-Operations- Northeast Region
David McCall Senior Vice President -Operations - Southeast Region
Thomas Schaeffer Senior Vice President-Operations-Western Region
Curtis S. Shaw Senior Vice President. General Counsel and Secretary
M. James Bogan Via President-Government Relations
James Bray Vice President -Operations - Southern Region
Patricia J. Busby Vice President - Information Systems
Eloise A. Engman Vice President- Finance &Acquisitions, Assistant
Treasurer and Assistant Secretary
Trude McCollum Foust-roe Vice President end Senior Counsel and Assistant
Secretary
Don Jonnson Vice President- Human Resources
Marcy Litton Vice President and Senior Counsel and Assistant
Secretary
Patricia L. McCaskill Vice President - Programming and Pay-Per-View
Larry F. Schutz Vice President - Network Engineering
Stephen E. Silva Vice President - Corporate Development
M. Celeste Vossmeyer Vice President and Senior Counsel end Assistant
Secretary