Ordinance 1996-17ORDINANCE NO. 96 -17
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF GILROY PROVIDING CONSENT, SUBJECT TO
CONDITIONS AND TERMS, TO THE TRANSFER OF A
CABLE TELEVISION SYSTEM FRANCHISE FROM FALCON
CABLE SYSTEMS COMPANY, L.P., TO FALCON CABLE
SYSTEMS COMPANY II, L.P., PURSUANT TO GILROY
MUNICIPAL CODE SECTION 24.57.
WHEREAS, Gilroy Municipal Code section 24.57 provides
that any television franchise may be sold, transferred, leased,
assigned or disposed of, either in whole or in part, only with the
prior consent of the City Council ( "City ") expressed by ordinance,
and then only under such conditions and terms as may be prescribed
by the City; and
WHEREAS, Falcon Cable Systems Company, L.P., a
California limited partnership ( "FCS "), is the holder of a
franchise (the "Franchise ") to provide, operate and maintain a
cable television system ( "System ") in the City of Gilroy; and
WHEREAS, Falcon Holding Group, L.P., a Delaware limited
partnership ( "FHGLP ") and the general partner of FCS desires to
acquire FCS under the terms and conditions described in the
Agreement of Limited Partnership of FCS; and
WHEREAS, FHGLP is also the general partner of Falcon
Cable Systems Company II, L.P., a California limited partnership
( "New Falcon "); and
WHEREAS, FCS, FHGLP and New Falcon are in the process of
negotiating the renewal of the Franchise; and
WHEREAS, FCS, FHGLP and New Falcon have requested the
City's consent to the transfer of ownership of the Franchise from
FCS to New Falcon ( "Transfer "); and
WHEREAS, FCS, FHGLP and New Falcon intend to perform the
Transfer in compliance with such conditions and terms as are more
particularly described below, and the City intends to consent to
the Transfer under the conditions and terms stated herein;
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FOLLOWS:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF GILROY AS
SECTION 1. In accordance with Gilroy Municipal Code
section 24.57, City hereby consents to the Transfer subject to such
conditions and terms as are herein prescribed; provided, however,
if any one or all of the conditions and terms herein stated are not
fully satisfied on or before October 18, 1996, then City's consent
to the Transfer shall be deemed denied as of the date hereof.
SECTION 2. FCS, New Falcon, and FHGLP shall guarantee
in writing that the ongoing negotiations with the City for renewal
of the Franchise shall not be adversely affected by the Transfer,
which guarantee shall provide, without limitation, that: (a) the
negotiation shall continue without interruption, notwithstanding
the City's consent to the Transfer pursuant to the terms and
conditions hereof, and (b) the terms and provisions negotiated by
FCS, FHGLP and New Falcon for the renewal of the Franchise shall be
binding on successor transferees. This guarantee shall be provided
in substantially the form attached as Exhibit 1, or in such other
form as is required and approved by the City. The guarantee shall
be signed by FCS, FHGLP and New Falcon and received by the City on
or before October 18, 1996.
SECTION 3. On or before October 18, 1996, a performance
bond and insurance policies, as required by the Gilroy Municipal
Code, shall be furnished to the City to ensure performance by FCS,
FHGLP and New Falcon of all provisions of the Franchise and the
Gilroy Municipal Code.
SECTION 4. FCS, FHGLP and New Falcon shall sign a
Transfer Agreement, in substantially the form attached as Exhibit
2, or in such other form as is required and approved by City, and
FCS shall make all payments required thereunder on or before
October 18, 1996. At all times, FCS, FHGLP and New Falcon shall
comply with and remain responsible for each and every provision and
obligation of the Transfer Agreement and the Gilroy Municipal Code.
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SECTION S. By consenting to the Transfer pursuant to
the terms and conditions of the Ordinance, City is not in any way
determining that New Falcon is financially, legally, or technically
qualified to hold the Franchise, and City expressly reserves
determination thereof at such time as the City considers and
negotiates the renewal of the Franchise. City's approval of this
Transfer is not in any way a representation, warranty or guarantee
that the City will issue a renewal franchise to FCS, FHGLP or New
Falcon.
SECTION 6. City's consent to the Transfer shall be
deemed effective as of October 18, 1996, if and only if the
foregoing conditions are satisfied on or before such date.
PASSED AND ADOPTED this 23rd day of September, 1996 by
the following vote:
AYES: COUNCILMEMBERS: GILROY, MORALES, ROGERS, ROWLISON,
SPRINGER, GAGE
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: VALDEZ
ATTES : -
Susanne E. Ste'nme z, City C
I, the undersigned, being the duly appointed qualified and
City clerk of the City of Gilroy hereby certify that the
foregoing ,Qrdinance No. 96 -17 is a true, correct and
accurate copy as duly and lawfully passed and adopted by the City
of Gilroy on the 23rd day of "
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