CC Resolution 1992-101^"CX RESOLUTION NO. 92-101
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF LA QUINTA, CALIFORNIA APPROVING A SECOND
AMENDMENT TO CABLE LICENSE AGREEMENT AND
CONSENTING TO THE TRANSFER AND ASSIGNMENT OF
CABLE FRANCHISE
WHEREAS, on May 21, 1986, the City of La Quinta the
City") and Coachella Valley Television CVTV"), a division of
Palmer Communications Incorporated1 entered into that certain
Cable License Agreement" whereby the City granted to CVTV a
nonexclusive cable television franchise in accordance with
La Quinta Municipal Code, Chapter 5.10; and
WHEREAS, on April 7, 1992, by Resolution No. 92-35, the
City Council of the City approved CVTV*s application for
transfer and assignment of the cable television franchise from
CVTV to Palmer Cable Associates1 a partnership of which Palmer
Communication Incorporated was to be the general partner and
own ninety-nine percent 99%); and
WHEREAS, the City Council*s consent to the foregoing
transfer and authorization for CVTV to grant a first lien and
security interest in its assets was to be effective upon the
execution of a First Amendment to Cable License Agreement
First Amendment") by the City and CVTV and the closing of the
transfer and first lien transactions; and
WHEREAS, CVTV has agreed to negotiate a new cable
television franchise agreement and has given timely notice
requesting renewal of the franchise under 47 U.S.C. Section
546; and
WHEREAS, CVTV notified the City that CVTV did not intend to
close on the transfer and assignment of the cable television
franchise from CVTV to Palmer Cable Associates; and
WHEREAS, on September 10, 19g2, CVTV sent a written request
to the City requesting that the City Council rescind Resolution
No. 92-35, and instead approve CVTV*s new request to transfer
the cable television franchise to Colony Cablevision of
California, a division of Providence Journal Company
Colony"); and
WHEREAS, La Quinta Municipal Code * 5.10.090(D) provides
that a cable television franchise cannot be transferred without
prior consent of the City Council expressed by resolution, and
then only under such conditions as may therein be prescribed;
and
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WHEREAS, Colony has agreed, as a reasonable condition to
the City Council of the City approving the transfer of the CvTV
cable television franchise to Colony, to negotiate a new cable
television franchise agreement with the City; and
WHEREAS, the City desires assurance that the renegotiation
of the Cable License Agreement will be conducted in a good
faith manner by the parties and will be concluded in a timely
fashion and such assurance is provided in the Second Amendment
to Cable License Agreement attached hereto as Exhibit A; and
WHEREAS, the City*s consultant has reviewed CVTV's proposed
transfer of the cable television franchise to Colony and
recommends approval of the proposed transfer subject to certain
understandings being reached between the City and CVTV and/or
Colony.
NOW, THEREFORE, the City Council of the City of La Quinta
does resolve as follows:
Section 1. The City Council hereby approves the Second
Amendment to Cable License Agreement" in the form attached
hereto as Exhibit A, and authorizes it to be executed on behalf
of the City following its execution by CVTV and Colony.
Section 2. The City Council hereby approves and consents
to CVTV*s application for transfer and assignment of the cable
television franchise from CVTV, a division of Palmer
Communications Incorporated, to Colony, a division of the
Providence Journal Company, with such approval and consent
expressly contingent upon the following:
a. Colony agrees that the City and Colony will reach
agreement by June 30, 1993 as to the proper accounting
and computation of the five percent 5%) franchise fee
under the Cable License Agreement.
b. Colony agrees that the City and Colony will reach
agreement by June 30, 1993 as to the proper accounting
and computation for advertising revenues generated
under the Cable License Agreement.
c. That CVTV and/or Colony deposit for the benefit of the
Access Channel * all unpaid annual payments
under Section 7.1 of the Cable License Agreement into
an interest bearing escrow account.
d. That Colony agrees to reimburse the City for its
reasonable costs and expenses incurred in connection
with renegotiating the Cable License Agreement.
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BE IT FURTHER RESOLVED, that the consents herein granted
and the authorization herein given shall only be effective upon
the execution of the Second Amendment to Cable License
Agreement by the City, CVTV and Colony and the closing of the
foregoing transfer and assignment and Colony shall promptly
notify the City upon such closing.
PASSED, APPROVED AND ADOPTED this 15th day of December,
1992 by the following vote:
AYES: Council Members Banqerter, Sniff & Mayor Pena
NOES: None
ABSENT: Council Members Franklin and Perkins
ABSTAIN: None
CITY OF LA QUINTA
DATED: By
STANLEY SNIFF* Mayor *Tem
APPROVED AS TO FORM:
Dawn C. Honeywell,
City Attorney
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EXHIBIT A
SECOND AMENDMENT TO CABLE LICENSE AGREEMENT
THIS SECOND AMENDMENT TO CABLE LICENSE AGREEMENT the
Second Amendment"), is entered into this day of
1992, by and among the City of La Quinta the City"), a
municipal corporation of the State of California, Coachella
valley Television, a division of Palmer Communications, Inc., a
Delaware corporation CVTV") and Colony Cablevision of
California, a division of Providence Journal Company Colony").
R E * I T A L *:
WHEREAS, on May 21, 1986, the City and CVTV entered into
that certain Cable License Agreement" whereby the City granted
to CVTV a nonexolusive cable television franchise in accordance
with La Quinta Municipal Code, Chapter 5.10; and
WHEREAS, CvTv has proposed to transfer and assign its cable
television franchise granted by the Cable License Agreement to
Colony; and
WHEREAS, La Quinta Municipal Code 5.10.090(D) provides
that a cable television franchise cannot be transferred without
prior consent of the City Council expressed by resolution, and
then only under such conditions as may therein be prescribed;
and
WHEREAS, CvTv and Colony have agreed, as a reasonable
condition to the City Council of the City approving the
transfer of the CVTV cable television franchise to Colony, for
Colony to negotiate a new cable television franchise agreement
with the City; and
WHEREAS, CvTv has agreed to negotiate a new cable
television franchise agreement and has given timely notice
requesting renewal of the franchise under 47 U.S.C. 546; and
WHEREAS, the City desires assurance that the renegotiation
of the Cable License Agreement will be conducted in a good
faith manner by the parties and will be concluded in a timely
fashion.
NOW, THEREFORE, in exchange for the mutual promises
contained herein and for other valuable consideration, receipt
of which is hereby acknowledged, the City, CVTV and Colony
agree to amend the Cable License Agreement as follows:
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1. Section 1.4 of the Cable License Agreement as amended
by the First Amendment is deleted in its entirety and replaced
in its entirety to read as follows:
1.4 Duration. Except as qualified by
Section 1.5 below, the term of the License
shall be fifteen 15) years from the effective
date hereof at which time it shall expire and
be of no force and effect."
2. Section 1.5 of the Cable License Agreement as amended
by the First Amendment is stricken in its entirety and replaced
in its entirety to read as follows:
1.5 Renewal. Immediately upon the
adoption of a resolution by the City Council
of the City approving the Grantee*s
application for transfer and assignment of its
License to Colony Cablevision of California, a
division of Providence Journal Company
Colony") the Resolution"), Colony shall be
deemed to have been assigned the written
request for renewal of its License that was
originally filed by CVTV. Colony shall pay a
filing fee of Seven Hundred and Fifty Dollars
$750) in connection with the renewal
negotiations. The procedures and standards
for renewal shall be consistent with those set
forth in 47 U.S.C. S 546 as amended. The
parties have agreed to proceed under the
informal renewal process set forth in 47
U.S.C. S 546(h), as amended. Colony and the
City shall negotiate the renewal of the
License diligently and in good faith and for a
period not to exceed two 2) years from the
date of approval by the City Council of the
City of the resolution the Renegotiation
Period") and Colony shall reimburse the City
for the ***ye5 reasonable costs and expenses
incurred in connection with the renewal
process during the Renegotiation Period. If,
within the Renegotiation Period, the License
is renewed, the renewal term shall be for such
years and upon such conditions as the City and
Colony shall agree. Should renewal
negotiations not be completed prior to the
expiration of the Renegotiation Period, then,
notwithstanding Section 1.4 above, the term of
the License shall expire upon the second
anniversary of the date of adoption of the
Resolution and be of no force and effect and
Colony shall have no right or authority to
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continue operation of its cable television
system pursuant to the terms and conditions of
its License."
3. Except as amended herein, the Cable License Agreement
shall remain in full force and effect and all provisions of the
Cable License Agreement are incorporated herein by this
reference.
IN WITNESS WHEREOF, the City, CVTV and Colony have executed
this Second Amendment as of the date and year first above
written.
APPROVED AS TO FORM: CITY OF LA QUINTA
a municipal corpo ion
STRADLING, YOCCA, CARLSON &
RAUTH
By:
Dawn C. Honeywel, ATTEST:
City Attorney
City Clerk
PALMER COMMUNICATIONS, INC.,
dba Coachella Valley Television,
a Delaware corporation
By:
Its:
COLONY CABLEVISION OF
CALIFORNIA, a division of
PROVIDENCE JOURNAL COMPANY, a
corporation
By:
Its:
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