HomeMy WebLinkAboutReso 140-1995 140-95
RESOLUTION NO.
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING TRANSFER OF CABLE
TELEVISION FRANCHISE FROM CHRONICLE
PUBLISHING COMPANY TO TELE-COMMUNICATIONS,
IN¢./TCI COMMUNICATIONS. INC.
WHEREAS, the Chronicle Publishing Company/Western TV Cable
("Franchisee,) is the duly authorized holder of a franchise (as
amended to d~te, the "Franchise") authorizing the operation and
maintenance iof a cable television system (the "System") and
authorizing Franchisee to serve the City of South San Francisco
(the "Franchise Authority") with.cable television services; and
WHEREAS, Franchisee and Tele-Communications, Inc., a Delaware
corporation ("TCI") have entered into an agreement whereby
Franchisee and TCI will merge and TCI will be the surviving
corporation and own the System (the "Merger"); and
WHEREAS,! TCIC will contribute the System to its wholly owned
subsidiary TcI communications, Inc. ("TCIC"), a Delaware
corporation (!the "TCI/TCIC Transfer"); and
WHEREAS,i TCI may, if it obtains a favorable ruling from the
Internal Revenue Service, contribute the System to its indirect
wholly owned subsidiary, TCI Cablevision of California, Inc.
through a Series of intracompany transactions (the "TCIC
Restructuring"); and
WHEREAS, Franchisee, TCIC and TCI Cablevision of California,
Inc. have requested consent by the Franchise Authority to the
Merger, the lTCI/TCIC Transfer, and the TCIC Restructuring
(collectivelyi, the "Transactions"); and
WHEREAS,: the Transactions are deemed to be in the best
interests of the residents of the City of South San Francisco.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the city
of South San Francisco as follows:
1. Thel Franchise Authority hereby consents to and approves
the Merger in, accordance with the requirements of the Franchise.
2. The~Franchise Authority hereby consents to and approves
the TCI/TCIC Transfer in accordance with the requirements of the
Franchise.
3. The~Franchise Authority hereby consents to and approves
the TCIC Restructuring in the event TCIC receives a favorable tax
ruling, in acCordance with the requirements of the Franchise.
4. Any interest in the System and the Franchise, or the
control related thereto, may be transferred to any entity
controlled by, controlling or under common control with the
approved holder thereof upon notice to the Franchise Authority of
any such transfer.
5. The Franchise Authority hereby consents to and approves
the assignment, mortgage, pledge or other encumbrance, if any, of
the Franchise, System or assets relating thereto, or of the
interests in the permitted holder thereof, as collateral for a
loan.
6. The Franchise Authority confirms that, as of the
effective date of this Resolution: (a) the Franchise was properly
granted to F~anchisee, is valid, remains in full force and effect
and expires on February 8, 2007, subject to options, if any, to
extend such tierm, (b) the Franchise supersedes all other agreements
between FranChisee and the Franchise Authority and represents the
entire understanding of the parties, and (c) Franchisee is
materially in compliance with the provisions of the Franchise and
there are no!material unfulfilled commitments of Franchisee under
the Franchise.
7. The City's consent is conditioned upon TCI/TCIC providing
written confirmation, acceptance to the City, that TCI/TCIC assumes
all Franchise obligations and liabilities.
8. This resolution shall become effective on the date that
Ordinance No.I 1176-96 becomes effective.
I hereby certify that the foregoing Resolution was regularly
introduced and adopted by the City Council of the City of South San
Francisco at a regular meeting held on the 13th day of
December ' 1995 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Councilmembers Joseph A. Fernekes, Eugene R. Mullin,
John R. Penna, Robert Yee and Mayor Jack Drago
None
None
None
TCI/TCIC,res
City Cl~rk ~