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RESOLUTION NO, 6498
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ARCADIA, CALIFORNIA, FORMALLY
TERMINATING A CABLE TELEVISION
FRANCHISE AGREEMENT BETWEEN THE CITY
OF ARCADIA AND ALTRIO COMMUNICATIONS,
INC.
THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA,
DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. This Resolution is adopted in consideration of the following
facts and circumstances:
A. In November 2001, the City and A1trio Communications, Inc., a
Delaware corporation ("A1trio"), entered into an agreement that was titled "An
Agreement Between the City of Arcadia and A1trio Communications, Inc. Granting
Nonexclusive Rights to Construct and to Operate a cable television system in the
City of Arcadia and Setting Forth Terms and Conditions Relating to the Exercise
of those Rights."
B. Commencing in September 2003 and continuing through March 2004,
Altrio defaulted in its contractual obligations to the City, including Altrio's
obligations to pay franchisee fees, community connectivity contributions, PEG fees
and other documented costs and expenses that had accrued during Altrio's
construction and operation of the cable television system.
C. On March 26, 2004, A1trio, as seller, and Champion Broadband
California, LLC, a Wyoming limited liability company ("Champion"), as buyer,
consummated an asset purchase and sale transaction that involved the execution of
an Asset Purchase Agreement, a Convertible Note, an Option Agreement, and a
Security Agreement. Prior to the consummation of this transaction, neither Altrio
nor Champion formally requested the City's prior written consent as required by
Altrio's Cable Television Agreement with the City and by City's regulatory
ordinance, although Champion gave verbal notice of the proposed transaction to
the City.
D. Since March 26, 2004, Champion has operated the cable television
system that was previously constructed by A1trio, and Champion has paid to
Grantor, on a going-forward basis, franchise fees, community connectivity
contributions, and PEG fees that were required to be paid under the provisions of
the City's Cable Television Franchise Agreement with A1trio.
E. On February 28,2005, Champion filed with the FCC's Cable Services
Bureau an FCC Form 1275, titled "Certification for Open Video System." That
certification application was approved by the FCC on March 10, 2005, and
Champion was authorized by the FCC to operate an open video system in specified
communities within Southern California, including the City of Arcadia.
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" .
, . ,
F. On May 5, 2005, Champion submitted to the City an application for
an open video system. This application substantially addressed the items of
information required by the City's regulatory ordinance.
Supplemental
information was requested by the City and provided by Champion. A new open
video system agreement has been negotiated by the City and Champion, and that
agreement will be considered by the City Council at its meeting on December 6,
2005, following a noticed public hearing.
SECTION 2. Based on the facts and circumstances set forth above in
Section I, the City Council finds and determines that, effective as of March 26,
2004, A1trio abandoned all rights and obligations under the Cable Television
Franchise Agreement with the City. The City Council further finds and determines
that, effective as of the date of approval of a franchise agreement with Champion,
the Cable Television Franchise Agreement with Altrio is terminated in its entirety
and is deemed to be null and void.
SECTION 3. The City Clerk is directed to transmit a certified copy of this
Resolution to the former general counsel of Altrio, as follows:
Altrio Communications, Inc.
2702 Media Center Drive
Los Angeles, CA 90065
SECTION 4. The City Clerk shall certify to the adoption of this Resolution.
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Passed, approved and adopted this 6th
day of December ,2005.
May of the City of Arcadia
ATTEST:
~Ilf?
City Clerk
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.........-
APPROVED AS TO FORM:
~.
~P.~~
Stephen P. Deitsch
City Attorney
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,
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF ARCADIA )
I, JAMES H. BARROWS, City Clerk of the City of Arcadia, hereby certifies
that the foregoing Resolution No. 6498 was passed and adopted by the City Council of
the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular
meeting of said Council held on the 6th day of December, 2005 and that said
Resolution was adopted by the following vote, to wit:
A YES: Council Member Chandler, Kovacic, Marshall, Segal and Wuo
NOES: None
ABSENT: None
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City Clerk of the City of Arcadia
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