HomeMy WebLinkAboutAgenda Packet - June 12, 1997 - CC •
CITY F A A
. 4 _ mei#
• 213 East Foothill Boulevard • P 0 Box WWW • Azusa, California 91702-1395 • (818) 334 5125 •
FINANCE DEPARTMENT
AGENDA ITEM
TO: HONORABLE MAYOR AND MEMBERS 0 iit CITE NCIL
\ ROM:
GEOFF CRAIG, DIRECTOR OF FINANuj
DATE: JUNE 12, 1987
SUBJECT: RESOLUTION IN RE JONES INTorCABLE FRANCHISE
Background
In October 1982, the City granted a franchise to Jones Intercable
Inc. to operate a cable television system within the City of
Azusa. In conjunction with Wells Fargo Bank, this firm is
concolidating its financial affairs. The bank has requested that
the City adopt the attached resolution.
All of the terms of the Jones Intercable franchise have been met
and staff is unaware of any reason why this should not be done.
Recommendation
It is recommended that Council adopt the attached draft
resolution consenting to the assignment of a security interest in
the Cable Television Franchise.
Attachment:
GJC:pap
* litSr *
LAW OFFICES
BURKE, WILLIAMS 8c SORENSEN
ONE WILSHIRE BUILDING
MARTIN J. BURKE' MICHELE R. VADON 624 SOUTH GRANO AVE 1�1QQqAT`1� - R VENTURA COUNTY OFFICE• W'l � � :15 950 COUNTY SQUARE DRIVE.
JAMES W. TA SHAW, Y' S.SCOTT DEREK FIELD SMA LOS ANGELES, CALIFORNIA 90017
JAMES T. BRADS HAW,JR.' F. SUITE 207
MARK C. ALLEN. JR' BENJAMIN 5. KAUFMAN
(213) 623-1900 VENTURA, CALIFORNIA 93003
MARTIN L. BURKE' MICHAEL J. LONG
(805) 644-748 0
CARL K. NEWTON' GREGORY A. DOCIMO
J. ROBERT FLANDRICK' KEVIN S. MILLS TELECOPIER. 12131 623-8297
EDWARD M. FOX' DEBORAH J.FOX ORANGE COUNTY OFFICE
DENNIS P BURKE' CAROL A. SCHWAB 721 SOUTH PARKER STREET
LELAND C. DOLLEN'. LISA E. KRANITZ SUITE 310
COLIN LENNARO' MARGARET A. SOHAGI ORANGE, CALIFORNIA 92668
THOMAS J.FEELEY' SLADE J. NEIGHBORS 17141 972-1195
NEIL F. YEAGER. DAVID A. KETTEL
BRIAN A. PIERIK' KIM E. MCNALLY
KATHERINE E. STONE' STEVEN A. DROWN HARRY C. WILLIAMS
CHARLES M.CALDERON' JACK R. LENACK 11912-19 671
PETER M.THORSON' ROBERT J.TRACHTENBERG
JERRY M. PATTERSON RICHARD J. VILKIN ROYAL M. SORENSEN(1914-I9 B31
HAROLD A. BRIDGES' DENNIS i. FLOYD
CHERYL J. KANE' M. LOIS BOBAK
RAYMOND J. FUENTES' DEENA C. LEIBOWITZ June 11, 1987
THOMAS H. DOWNEY BENJAMIN Y. KIM OF COUNSEL
DON G. KIRCHER CECILIA M. QUICK DWIGHT A NEWELL
VIRGINIA R. PESOIA FELICIA J. NELSON
S. PAUL BRUGUERA ROBERT V. WADOEN
'PROFESSIONAL CORPORATION
Mr. Jack Finlaw, Jr.
9697 E. Mineral Avenue
Englewood, Colorado 80112
Re : Estoppel Certificate for Azusa
Dear Mr. Finlaw:
• Enclosed please find the Resolution consenting to
the refinancing of the system. I made some minor changes to
the resolution to put it into the correct City form, which I
think you will find satisfactory. It will be considered on
the next City agenda.
Please contact me if you have any questions.
Sincerely,
Scott F. Field
for BURKE, WILLIAMS & SORENSEN
Enclosure
SFF/LTR3876:dwl
cc: Geoffrey Craig , City of Azusa
Gary Massaglia
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AZUSA CONSENTING TO THE ASSIGNMENT OF A SECURITY
INTEREST IN THE CABLE TELEVISION FRANCHISE
WHEREAS, on May 6, 1974, the City Council of the
City of Azusa adopted Ordinance No. 1092 granting to Cable
Service of Azusa, Inc. a cable television franchise to
construct, operate and maintain a CATV system within the
City of Azusa (the "Franchise" ) ;
WHEREAS, on October 4, 1982 , pursuant to Resolution
7187 , the City Council of the City of Azusa consented to the
transfer of the Franchise from Cable Service of Azusa to
Jones Intercable, Inc. , general partner and nominee, for
Cable TV Fund 10, a limited partnership;
WHEREAS, Cable TV Fund 10-C, Ltd. , a Colorado
limited partnership ( the "Partnership" ) of which Jones
Intercable, Inc. is the general partner , is the Cable TV
Fund 10 limited partnership which bought the assets of Cable
Service of Azusa, including the Franchise, and which
operates the CATV system in the City of Azusa pursuant to
such Franchise;
WHEREAS, on July 5, 1983, pursuant to Resolution
7296, the City Council of the City of Azusa consented to
change the name of the Franchise holder to Cable TV Fund 10-
C Ltd. , a Colorado limited partnership;
WHEREAS, on June 30, 1983, the Partnership, Wells
Fargo Bank, National Association ( "Wells Fargo" ) , Mellon
Bank, N.A. . and Republic Bank Dallas, N.A. entered into a
loan agreement (the "Original Loan Agreement" ) secured in
part by the Partnership' s rights under the Franchise and
pursuant to which the banks have made certain loans to the
Partnership;
WHEREAS, Mellon Bank, N.A. and RepublicBank Dallas,
N.A. have agreed to assign to Wells Fargo all of their
rights, title and interest in the Original Loan Agreement,
the notes delivered thereunder and the related security
agreement;
WHEREAS, the Partnership and Wells Fargo plan to
enter into an amended and restated loan agreement (the
"Amended Loan Agreement" ) pursuant to which Wells Fargo will
agree to make loans to the Partnership in an amount,
including loans outstanding under the Original Loan
Agreement, up to but not exceeding $8, 500 ,000;
WHEREAS, the Partnership and Wells Fargo have
requested an Estoppel Certificate from the City Council of
the City of Azusa in connection with the foregoing
transaction.
NOW, THEREFORE, be it resolved that the City
Council of the City of Azusa, by and through its governing
body, does hereby find as follows:
SECTION 1. (a) The Partnership is the holder
of the entire right, title and interest of the franchisee
under the Franchise.
(b) Pursuant to Resolution No.
7381, the expiration date of the Franchise is January 2,
1995. To the best knowledge of the City of Azusa, all
conditions precedent to the Partnership' s full use and
enjoyment of all rights and benefits under the Franchise
have been duly satisfied.
(c) The City is presently unaware
of any default in the performance or observance of any of
the provisions, covenants, terms or conditions of the
Franchise. However, this finding is made without prejudice
to the potential discovery of additional facts which may
indicate that there has been a default in the performance or
observance of one or more of the provisions, covenants,
terms or conditions of the Franchise.
(d) The assignment to Wells Fargo
of the security interest in the Franchise does not
constitute a default under the Franchise and the City
Council of the City of Azusa hereby consents to the same.
SECTION 2 . The City Clerk shall certify the adoption
of this Resolution.
PASSED, APPROVED AND ADOPTED this day of
, 1987 .
By:
Title:
Date:
Gentlemen:
After checking through City records on both your franchise and your
land lease agreement with the City,the following problems exist:
1. We received no payment on the franchise
for 1984.
2. As per the Azusa Municipal Code Sec. 14.05,020 your firm is
to provide to the City"within sixty days after
the expiration of any calendar year during which
such franchise is in force, a financial statement
prepared by a certified public accountant showing
in detail the total gross annual basic, as defined
herein, of the grantee, its successors or assigns
during the preceding calendar year."
The only statement provided to the City by a
CPA was for calendar year 1981.
3. The Azusa Municipal Code Sec. 14.08.050 (1)
General comprehensive liability insurance in the
amount of one million dollars with bodily injury
liability insurance in an amount of not less than
one million dollars for injuries including accidental
death, to any one person, and subject to the same limit
for each person in an amount of not less than one million
dollars on account of any one occurrence, and property
damage liability insurance in an amount of not less than
fifty thousand dollars resulting from any one occurrance;
Attached is an expired copy of insurance furnished to the
City, with an expiration date on property of 3/31/85 and
on all other coverage of 4/1/85.
" a written notice of cancellation or reduction in
coverage of each such policy shall be delivered to the City
no less than thirty days in advance of the effective date
thereof, in the losses, expenses and damages insured
against, reasonable attorneys' fees, and each of said
policies shall, in the event such insurance also covers
grantee or any other entity or person, contain the standard
cross-liability endorsement."
4. Money received for rental of the Earth Station site
for 1981. $600.00
We find no additional monies paid to the City
on your land lease through 1985.
An increase in land lease fees was approved from
$50.00 to $160.00 effective October 1, 1983. At
this time the stipulation was made that the
"rental agreement will continue in force as long as
the franchise, subject to ninety (90) days notice
of cancellation of the Encroachment Permit.
Please check your records. If you find a conflict with our information
please let us know. Make copies of all cancelled checks you may have
to substantiate your findings.
Hopefully working together we will be able to get this matter straightened
out to everyones satisfaction.
If we may be of any further assistance to you in this matter please let me
know.
iT,AMEND,;'EXTEND,OF€aALTE• THE:COVERAGEiz'AFFORDED.'BY'THEKPOLICIE`'LISTED-BELOW, s-
NAME AND ADDRESS OF AGENCY � g;
.Alexander & Alexander Inc. COMPANIES AFFORDING COVERAGES R
- 650 S. Cherry, Suite 1100 ireman s unInsurance o.
Denver, CO 80222
COMPANY /� r
LETTER 01 ..
TEL: (303) 320-1210Mission a iona ns. o. < '#
COMPANY
LETTER '8
' NAME AND *ler:- - -
I ''I•� • � • COMPANY e: i y n ur.nce o. r r.
(see attached Named Insured Wording) LETTER C
- 5275 DTC Parkway Y
Englewood, Colorado 80111 COMPANY D
LETTER
2.
COMPANY C
a
LETTER G
This is to certify that policies of insurance listed below have been issued to the insured named above and are in force at this time. Notwithstanding any requirement, term or
condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is
subject to all the terms, exclusions and conditions of such policies.
Limits of Liability ( )
.- COMPANY TYPE OF INSURANCE POLICY NUMBER - POLICY in Thousands 000
LETTER EXPIRATION DATE EACH
OCCURRENCE AGGREGATE
A x GENERAL LIABILITY LA3267663 4/01/85
BODILY INJURY $ I $ •,'.
ECOMPREHENSIVE FORM -
EPREMISES-OPERATIONS PROPERTY DAMAGE $ $ Iv
iiEXPLOSION AND COLLAPSE
HAZARD
I
J'�
�j UNDERGROUND HAZARD
EPRODUCTS/COMPLETED • it
OPERATIONS HAZARD BODILY INJURY AND 500 I .500
33 CONTRACTUAL INSURANCE PROPERTY DAMAGE $ $ .«
:;7 " BROAD FORM PROPERTY COMBINED .2
DAMAGE
ir
INDEPENDENT CONTRACTORS
•
as sti'
❑PERSONAL INJURY I PERSONAL INJURY . $ .500
A Ix AUTOMOBILE LIABILITY i LA3267663 4/01/85BODILY INJURY $
(EACH PERSON)
COMPREHENSIVE FORM
BODILY INJURY $
3 OWNED (EACH OCCURRENCE)
i5, ,
EHIRED I PROPERTY DAMAGE $ 1
NON-OWNED BODILY INJURY AND
-
PROPERTY DAMAGE
$ SOO . },k,'
COMBINEDo
B x EXCESS LIABILITY /
MN021739 ' \~ /
rT/01/85 BODILY INJURY AND 5,000 I1 5,000
UMBRELLA FORM I PROPERTY DAMAGE $ $
EOTHER THAN UMBRELLA COMBINED
FORM
WORKERS' COMPENSATION STATUTORY
and =;s
r3-
r.EMPLOYERS' LIABILITY $ EAC. ACCIDENT, q.
-C Property°THER SP201060 3/31/85 20,000,000 loss limit
rx
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES
As per Agreement with the Named Insured, the Certificate Holder is hereby added as an Additional ;t`;;
Insured as respects all coverages except Workers' Compensation. "
RE: Azusa and Vicinity, CA
3 Cancellation: Should any of the above desc3fied policies be cancelled before the expiration date thereof, the issuing corn-
pany will xxoli3ixxxio mail days written notice to the below named certificate holder, but failure to
mail such notice shall impose no obligation or liability of any kind upon the company.
I
NAME AND ADDRESS OF CERTIFICATE HOLDER April 2, 1984
7'j-t•...i L::1:, City of Azusa DATE ISSUED: •
213 East Foothill
Azusa, CA 91702 --' , , �. t
4 /ti R u4 9: 39 ,_., ,�> __� -�!. .^
ALEXANDER rHA :tXA ATE INC.
'1 re: Fund 10-C, Azusa, CA
1 ACORD 25(Ed. 12-83)
i
— -- ---- — C' � -
• • Certificalr. of Insurance _
"!'fill;CERTIFICATE IS ISSUED AS A MATTER OE INFORMATION ONLY AND CONFER':NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE IS NOT AN INSURANCE
• POLICY AND DOES NOT AMEND,EXTEND,OR ALTER THE COVERAGE AFFORDED DY THE POLICIES LISTED BELOW.
S CERTIFICATE VOIDS AND SUPERCEDES ONE PREVIOUSLY ISSUED dr
This is to Certify that f =_
LIBERTY f,
Jone�S In e..' cabee Inc. , ETAL Name and MUTUAL ,,'I
(See Attached Named Inisuned Glond,in9) -4---tw address of ya,swmu ssusorttm•ns nsunw•uw.l resrcowru.•so a
5275 DTC Panhway Insured.
Eng.eewood, Co.eonado -8.0110
is, at the date of this certificate, insured by the Company under (he policy(ics) listed below. The insurance afforded by the listed policy(ies)
is subject to all their terms, exclusions and conditions and is not altered by any requirement, term or condition of any contract or other
document with respect to which this certificate may be issued.
TYPE OF POLICY EXPIRATION DATE POLICY NUMBER LIMITS OF LIABILITY
COVI RA'.1 AFFORDED UNDER W.C. LAW OF LIMIT Or LIABILITY(OV B
FOLLOWING ;1sTES (Indicate Lan.t ter ench slate)
WORKERS' 4-1-85 WC2-191-051938-014 Ade &Lam $/00, 000
COMPENSATION 4-1-85 WC2-191-051938-024 Cati6onn-i.a $500,000
4-1-85 WC2-191-051938-034h cai?�incc____ 100,1700_
MAR I E CVVERAGE ULLU,.ING S1 A1L, LIMIT LIAI111.Hr MARITIME COVER
BODILY INJURY PROPERTY DAMAGE
❑COMPREFOHRMENSIVE
EACH EACH
SCHEDULE FORM
11 $ OCCURRENCE $ OCCURREr:
_ H ❑ PRODUCTS COM-
PLETED OPERATIONS $ AGGREGATE $ AGGREG%
IY J El
W —
m INDEPENDENT CON- COMBINED SINGLE LIMIT
W — TRACTORS/CONTRAC- BODILY INJURY AND PROPERTY DAMAGE
❑ TORS PROTECTIVE
$ EACH OCCURRENCE
❑CONTRACTUAL
LIABILITY $ AGGREGATE
A.iCi --.)Ei'T.
it �El OWNED $ EACH ACCIDENT-SINGLE LIMIT B I. AND P.D. COMBO
kt El NON,Q NED
❑HIRED $ EACH ACCIDENT
ON
EACH MCID[NT EACH ACCIDI t
OR OCCURRENCE $ OR OCCURREF:
W
F–
O
LOCATION(S) OF OPERATIONS 8 JOB # (If Appl cable) DESCRIPTION OF OPERATIONS:
'INANCE D ' i.
J`J;d 84 17. 50
NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMPFR OF
DAYS IS ENTERED BELOW). BEFORE THE STATED EXPIRATION DATE THE COMPANY
WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED UNDER THE ABOVE I'01ICIES
UNTIL AT LEAST30 DAYS NOTICE OF SUCH CANCELLATION OR REDUCTION HAS BEEN
MAILED TO:
r 1
City of Azusa X' .:
1 e
213 East Foothill �-— TH` I REPRESENTATIVEPR AUTHORIZED
Azusa, Calif 91702 5/29/84 Eng.eewood
LI DATE ISSUED OFFICE
RE: Fund 10—C Azusa. Calif.
This c.Aificnt.is.sarut.d by LIBERTY MUTIJAI INSTIPANCE ChssrAPJY as r.sp.rts surh insurance as is nflnrdnrl by That Cempany it is.s.cul.d by LIBERTY MUTUAL+IPE INSIIPA•
COMTANr r.s..sp.•rs such int u.a.,r.n. .. .rt,..4•4 by Iha• r e•,,,•,, 0. ,t4 s
FRANCHISE PAYMENTS
Sections:
14.05.010 Percentage.
14.05.020 Financial statement.
14.05.030 Inspection of records.
14.05.040. Operations without franchise.
14.05.010 PERCENTAGE. Any grantee granted a franchise
shall pay to the City, during the term of such franchise, a sum
equal to three percent of the gross annual basic subscriber
receipts of the grantee, or such greater percentage as may at any
time be required by the rules and regulations of the Federal
Communications Commission. Such payment shall be made by
the grantee as provided in the grantee's franchise, and such
payment by the grantee to the City shall be in lieu of any tax,
or fee measured by the gross receipts of grantee. (Ord. 1077 § 1
(part), 1974)..
14.05.020 FINANCIAL STATEMENT. The grantee shall
file with the City, within sixty days after the expiration of any
calendar year during which such franchise is in force, a financial
statement prepared by a certified public accountant showing in
detail the total gross annual basic subscriber receipts :s defined
herein, of the grantee, its successors or assigns, during the
preceding calendar year. It shall be the duty of the grantee to
pay to the City, within thirty days after the time for filing such
statements, any unpaid balance for the calendar year covered by
such statements. (Ord. 1077 § 1 (part), 1974).
14.05.030 INSPECTION OF RECORDS. The City shall
have the right to inspect the grantee's records showing the gross
receipts upon which its franchise payments are computed and
the right of audit and recomputation of any and all amounts
paid under this Title. The acceptance of any payment shall not
be construed as a release or as an accord and satisfaction of any
claim the City may have for further or additional sums payable
under this Title. (Ord. 1077 § 1 (part), 1974).
14.05.040 OPERATIONS WITHOUT FRANCHISE. If the
grantee continues operations after expiration, or other
termination of any franchise granted hereunder, without
written consent of the City, the grantee shall pay to the City
reasonable compensation and damages, of not less than fifty
percent of its total net profits during said period. (Ord. 1077 §
1 (part), 1974).
Chapter 14.06
FRANCHISE LIMITATIONS
Sections:
14.06.010 Nonexclusive.
v
CD
March 10, 1986.
augene Moses Mayor
Azusa, Cal. 91702.
Re: Jones IntercableInc .
Gntle:e n:
This letter is in response
to the above progrmming. Suddenly
they discontinued WOR on channel 31
and replaced it with a poor substitute.
I originally accepted their service be-
cause
e-
cause the programs from WOR were what I
wanted as it was a first class station.
I also find channels 20 and.
21 are not operating. Channel 22 ii also
poor reception. I have written them and
filed a complaint. I paid them in advance
up to June 30th but if their service is
not upgraded I will consider cancelling
the service.
Thank you.
Sincerely,
(it
Walter 0. hers
1106 N. Orange Ave.
Azusa, Cal. 91702
334-4201