CC RESOLUTION 4292RESOLUTION NO. 4292
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EL SEGUNDO PROVIDING FOR THE CHANGE IN
CONTROL OF A CABLE TELEVISION FRANCHISEE
WHEREAS, the City of El Segundo ( "Franchising Authority ")
has granted a franchise to Paragon Communications, d.b.a. Time
Warner Cable (the "Franchisee ") to provide cable television
service;
WHEREAS, Paragon is jointly owned by AOL /Time Warner and
AT &T Broadband, and AT &T Broadband must divest itself of its
ownership in various jointly -owned franchises as a condition of
its merger with Comcast, Inc.;
WHEREAS, Franchisee has submitted to the City an FCC Form
394 regarding the sale of a portion of the franchisee;
WHEREAS, as part of that sale the franchise will be
transferred from Paragon Communications to Time Warner Cable,
Incorporated ( "TWCI ") (the "Transaction ");
WHEREAS, the Franchising Authority has concluded the
Transaction will require its approval; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of
the City of El Segundo does hereby determine and find as
follows:
1. To the extent required under the terms of the
Franchise, the Franchising Authority hereby authorizes
and consents to the transfer of the Franchisee
resulting from the Transaction.
2. TWCI shall be responsible for all obligations under
the Franchise.
3. Nothing in this Resolution shall be deemed or
interpreted to be a waiver by the Franchising
Authority of any past non- compliance, known or
unknown, with the terms of the Franchise. The
Franchising Authority does not waive any past non -
compliance with the terms of the Franchise, and it
reserves the right to pursue any and all remedies
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Permitted by law for any non - compliance with the terms
of the Franchise.
4. This authorization and consent shall be effective upon
the closing of the Transaction. Notwithstanding the
foregoing, if the Transaction should not close by 5:00
p.m. Pacific Standard Time on June 1, 2003, then the
Franchising Authority's authorization and consent
shall lapse and expire.
5. This authorization and consent is conditioned that the
parties to the Transaction and any other reviewers of
the Transaction (for example, the Federal
Communications Commission) approve the Transaction in
a form not materially different from the form
reviewed, authorized and consented to by the
Franchising Authority.
6. Nothing in this Resolution shall be considered or
construed to limit the Franchising Authority's right
to regulate or charge a fee upon Franchisee related to
the cable or non -cable services provided by
Franchisee, so long as the regulation or fee complies
with applicable federal, state, or local law.
7. The Franchising Authority hereby gives Franchisee
notice that the change of control may create a taxable
possessory interest upon which Franchisee may be
liable for certain property taxes. Franchisee shall
acknowledge that it has received actual notice as
provided by California Revenue and Taxation Code
section 107.6.
8. Within thirty (30) days of consummation of the
Transaction, TWCI shall execute and return to the
Franchising Authority an acceptance of this Resolution
in a form substantially similar to the form attached
to this Resolution.
9. Failure of TWCI to comply with any condition of this
Resolution shall automatically render this Resolution
null and void, and the Franchisee's request for a
transfer of the franchise shall be considered denied.
10. Nothing in this Resolution shall be considered or
construed to grant the Franchising Authority's consent
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to any future change of control, transfer, or any
other transaction, including any transfer of the
Franchise to any subsidiary or affiliate of the
Franchisee or its corporate parent(s). The
Franchising Authority expressly reserves all of its
rights regarding any future transactions.
PASSED, APPROVED AND ADOPTED this 17th day of December, 2002.
MAYOR
ATTEST:
APPROVED AS TO FORM:
CITY AT ORNEY
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
CITY OF EL SEGUNDO )
I, Cindy Mortesen, City Clerk of the City of E1 Segundo, do
hereby certify that the foregoing Resolution was duly adopted by
the City Council of the City of E1 Segundo at a regular meeting
thereof, held on the 17th day of December, 2002 by the following
vote of Council:
AYES: Gordon, Jacobs, Gaines, McDowell, Wernick
NOES: None
ABSENT: None
W - i No, —� N
CITY CffERK
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ACCEPTANCE OF RESOLUTION PROVIDING FOR THE CHANGE IN CONTROL OF
A CABLE TELEVISION FRANCHISEE
Time Warner Cable, Incorporated hereby accepts and agrees to
comply with all terms, and each of them, of Resolution No. 4292
of the City Council of the City of El Segundo entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EL SEGUNDO PROVIDING FOR THE CHANGE IN
CONTROL OF A CABLE TELEVISION FRANCHISEE
Time Warner Cable, Incorporated warrants and represents that
this Acceptance is executed by a person legally authorized to
act on its :behalf, and that this Acceptance is a legally binding
obligation.
Dated: 2 - 113. -C)
Time Warner Cable, Incorporated
By:
Title:
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