CC RESOLUTION 3391•
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RESOLUTION NO 3391
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EL SEGUNDO, CALIFORNIA REGARDING THE
TRANSFER OF ANY CABLE TELEVISION FRANCHISE
WHEREAS, Group W. Cable, Inc. currently holds a
cable television franchise in the Citv of E1 Segundo,
WHEREAS, Group W. Cable, Inc. desires to transfer
its franchise to another entity;
WHEREAS, City of El Segundo Ordinance No. 754
granting a cable television franchise to Group W. Cable,
Inc. provides that a transfer may not occur without the
prior consent of the City upon such conditions as the City
may prescribe; and
WHEREAS, it is now appropriate for the City to
establish formal procedures for approving a transfer of any
cable television franchise;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL
SEGUNDO, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
SECTION 1. The City shall approve the request of
the grantee of a cable television system franchise
(hereinafter, the "Grantee ") to transfer its cable
television system franchise (hereinafter, "Franchise ") to a
new person or entity ( "Transferee ") pursuant to the terms of
this Resolution.
SECTION 2. Upon receiving the request of a Grantee
to transfer its Franchise to a proposed Transferee, the City
shall enter into an agreement with the proposed Transferee
providing for reimbursement of all the City's administrative
expenses in connection with the transfer request.
SECTION 3. After entering into a reimbursement
agreement with the proposed Transferee, the City shall
commence proceedings to gather evidence regarding whether:
(a) The Grantee has substantially complied with
the material terms of the Franchise and
existing law;
(b) The quality of the Grantee's service,
including signal quality, response to consumer
is complaints, and billing practices, (but
without regard to the mix, quality or level of
cable services or other services provided over
the system) has been reasonable in light of
community needs;
(c) The existing Franchise ordinance meets the
present and future cable - related needs of the
community; and
(d) The proposed Transferee has the financial,
legal and technical ability to provide the
• services, facilities and equipment necessary
to comply with applicable law, the Franchise,
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any amendment to the Franchise, and any
condition imposed on the transfer from the
Grantee to the Transferee.
SECTION 4. In order to gather the evidence
described in Section 3, at a minimum, the City shall obtain
the following information:
(a) 'written comments from the public;
• (b) A full and complete narrative account
describing the sale and transfer transaction
between the Grantee and the Transferee. If
the Transferee is a consortium of entities,
then the narrative shall describe how the
consortium initially and in the future intends
to own and operate the Franchise.
(c) Copies of all documents relating to the
proposed sale of or transfer of the Franchise
from the Grantee to the Transferee. If the
sale or transfer documents are subject to any
oral agreements or understandings, a written
narrative describing them.
(d) A narrative from the Transferee describing any
amendments to the existing Franchise it
intends to request at either the time of the
transfer or during the subsequent five years.
(e) A narrative from the Transferee describing any
changes it plans to make to the existing
Franchise that do not require a Franchise
amendment.
(f) Copies of all documents relative to any
- -- - agreement with any financial institution,
brokerage house or person for the financing of
the sale or transfer of the Franchise. If the
Transferee is to be a consortium of business
entities, then the documents shall include any
agreements regarding any subsequent transfer
of the Franchise from the consortium to a
member of the consortium. If the Citv
determines, pursuant to the preliminary
assessment described at Section 5, that a
rebuild of the cable television system is
necessary, then also copies of any documents
relative to the financing of the rebuild.
(g) A narrative describing the identity and form
of the business entities that will own and
,. manage and operate the Franchise.
(h) If the Transferee is a partnership, a list of
the names and addresses of all of the
partners, including whether they are general
or limited partners, and indicating the
percentage of interest owned by each partner.
(i) If the Transferee is a corporation, a list of
the names and addresses of all shareholders
owning at least 5% of the corporation, the
percentage of stock interest owned by each
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such shareholder, whether each such
shareholder has voting rights and whether the
stocks, or any of it, is preferred stock.
(j) If the Transferee is a corporation, a list of
the names and addresses of the principal
officers and the directors.
(k) A statement from the Transferee stating
whether it, any of its officers or directors
• thereof, any person, firm or corporation
owning more than 50 of the Transferee's voting
stock, or any partner, has:
(i) ever been convicted of a felony;
(ii) ever been held liable to pay a judgment
in excess of $100,000 in any civil
proceeding involving the conduct of his,
her, or its business;
(iii) ever had a business license revoked or
suspended;
(iv) ever been found by a court to have been
in violation of any cable television
franchise or franchise agreement or
governmental regulation; or,
(v) ever been a party plaintiff or defendant
in any litigation with a cable television
franchising authority involving a cable
television franchise.
(1) If any of "k ", above, is answered
affirmatively, a statement explaining the
answer.
(m) A list of all the other cable systems owned or
operated in whole or in part by the
Transferee, and for each such cable system,
the following information:
(i) date of award of the franchise;
(ii) date construction of system completed;
(iii) plant miles of system;
(iv) number of subscribers; and,
(v) percentage of system ownership held by
• Transferee.'
(n) A list of every cable system which the
Transferee has owned but no longer owns, and
for each such cable system, the following
information:
(i) date of award of franchise;
(ii) date of disposition of franchise;
(iii)
manner
of
disposition; and
• (iv)
reason
for
such disposition.
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(o) A narrative, with back -up data, describing now
the Transferee will finance the purchase of
Grantee's stock and /or assets.
(p) A list of the financial institutions that are
making loans to the Transferee to finance the
purchase of Grantee's stock and /or assets.
(q) A narrative describing the terms of the loans
(including interest rate, term, guarantors,
collateral and side agreements, and the amount
of equity stock, bonds and /or other securities
that will be issued or sold to finance the
Transferee's purchase of Grantee's stock
and /or assets.
(r) A narrative describing whether the Transferee
is incurring an indebtedness, from the Grantee
or others, in order to purchase the Franchise,
what effect such indebtedness will have on the
rate structure and operation of the Franchise,
and how such indebtedness will be discharged.
(s) A projection of the Transferee's indebtedness
for the purchase of the Franchise, based upon
the Grantee's latest financial records.
(t) Transferee's balance sheet, income statement,
and statement of changes in financial position
for the last three years.
(u) Grantee's balance sheet, income statement and
statement of changes in financial position for
its operation of the Franchise for the past
five years. These financial documents should
disclose operating expenses for maintenance of
the cable television system and investment
into the system's capital equipment,
facilities and property.
(v) Any and all reports and studies the City deems
necessary or appropriate relative to whether:
(i) the Grantee has substantially complied
with the material terms of the existing
Franchise and existing law;
the quality of the Grantee's service,
including signal quality, response to
consumer complaints, and billing
practices, (but without regard to the
mix, quality or level of cable services
or other services provided over the
system) has been reasonable in light of
community needs;
(iii) the existing Franchise ordinance meets
the future cable - related needs and
interests of the community; and
(iv) the proposed Transferee has the
financial, legal and technical ability to
provide the services, facilities and
equipment necessary to comply with
applicable law, the Franchise, any
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amendment to the Franchise, and any
condition imposed on the transfer from
the grantee to the Transferee.
(w) if any person or entity will operate or manage
the Franchisee on behalf of the Transferee, or
if the T- ransferee intends to transfer the
Franchise to another person or entity, then
such.operator, manager, or subsequent
transferee shall provide all of the above
• information, where applicable.
SECTION 5. Upon receipt of the information
described at Section 4, the Citv shall, through its City
Council, make a preliminary assessment of whether:
(a) The Grantee is in substantial compliance with
the material terms of the Franchise and with
applicable law;
(b) The quality of the Grantee's service,
including signal quality, response to consumer
complaints and billing practices, (but without
regard to the mix, quality, or level of cable
services or other services provided over the
system), has been reasonable in light of
community needs and interests;
(c) The existing Franchise meets the present and
future cable - related needs and interests of
the community; and
(d) The proposed Transferee has the financial,
legal and technical ability to provide the
services, facilities and equipment to comply
with:
M the existing Franchise and existing law;
(ii) any amendments to the Franchise the City
preliminarily assesses are necessary to
meet the present and future cable- related
needs and interests of the community; and
(iii) any conditions on the transfer approval
the City preliminarily assesses are
necessary to enable the existing cable
television system to meet the City's
present and future cable - related needs,
including its needs relative to signal
quality, response to consumer complaints
and billing practices.
The City shall notify both the Grantee and the
proposed Transferee of the results of its preliminary
assessment.
SECTION 6. The proposed Transferee may submit a
proposal to the City to remedy any of the problems
identified in the preliminary assessment.
SECTION 7. After the preliminary assessment, upon
the request of either the Grantee or the proposed
• Transferee, the City shall notice and hold a public hearing
• before the City Council to determine whether the City should
approve the Grantee's request to transfer the Franchise to
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the proposed Transferee. Following the hearing, the City
Council shall determine whether to grant the request. The
City Council may deny the request for reasonable cause. The
City Council may not approve the request unless it finds
that:
(a) (i) The--Grantee has substantially complied
with the material terms of the existing
Franchise and applicable law, and the
r quality of the Grantee's service,
• including signal quality, response to
consumer complaints, and billing
practices, (but without regard to the
mix, quality or level of cable services
or other services provided over the
system) has been reasonable in light of
community needs; or
(ii) The proposed Transferee has agreed to
conditions placed on the transfer
approval which will result in the
Transferee being in substantial
compliance with the existing Franchise
and applicable law, and enable the cable
television system service, to meet the
reasonable needs of the community,
including its needs regarding signal
quality, response to consumer complaints
and billing practices.
(b) (i) The existing Franchise ordinance meets
the present and future cable - related
needs of the community; or
(ii) The Transferee has agreed to amendments
to the Franchise ordinance which will
result in the amended Franchise ordinance
meeting the present and future cable -
related needs of the community.
(c) The Transferee has the financial, legal and
technical ability to provide the services,
facilities and equipment necessary to comply
with Section 7(a) and 7(b).
PASSED, APPROVED
1986 ,/�
yor
00 (SEAL)
Q.
this 27th day of
the City of El Segu
California
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
CITY OF EL SEGUNDO )
SS
I, Ronald L. Hart , City Clerk of the
City of E1 Segundo, California, DO HEREBY CERTIFY that the whole
number of members of the City Council of the said City is five;
that the foregoing resolution, being Resolution No. 3391 was
duly passed and adopted by the said City Council, approved and
signed by the Mayor of said City, and attested by the City Clerk
of said City, all at a regular meeting of the said Council held
on the 27th day of May , 19 86
and that the same was so passed and adopted by the following
vote:
AYES: Councilmembers Anderson, Jacobson, Schuldt,
Mayor Siadek
NOES: Councilmembers None
ABSENT: Councilmembers West
WITNESS MY HAND AND THE OFFICIAL SEAL OF SAID CITY
this 9th day of
(SEAL)
Jul
19 86 .
C:j: & -*
City Clerk of the
City of E1 Segundo, California
14782