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Home My WebLink AboutReso 1989-14134 RESOLUTION NO.14134 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT FOR ASSIGNMENT OF CABLE TELEVISION FRANCHISE FROM ULTRONICS, INC. TO CHULA VISTA CABLE, A CALIFORNIA LIMITED PARTNERSHIP The City Council of the City of Chula Vista does hereby resolve as follows: WHEREAS, on September 15, 1987, by Ordinance No. 2230, the Chula Vista City Council granted a non-exclusive cable television to Ultronics, Inc. pursuant to Chapter XII of the Chula Vista City Charter Section 1203 and Chula Vista Municipal Code Section 5.30.010 require that franchise services be performed only by the holder of the franchise, and WHEREAS, Charter Section 1203 prohibits the transfer or assignment of any franchise granted by the City Council unless the City Council consents thereto in writing and unless the transferree or assignee covenants and agrees to perform and be bound by each and all of the terms and conditions imposed in the franchise and the procedural ordinance and the Charter, and WHEREAS, on November 10, 1987, Ultronics, Inc. and Doreen and John Whitney formed a California limited partnership known as Chula Vista Cable for the purpose of operating the franchise and exercising the franchise rights of Ultronics, Inc. in the City of Chula Vista for the provision of cable television services, and WHEREAS, Ultronics, Inc. has requested approval for the transfer and assignment of the franchise rights and responsibilities from Ultronics, Inc. to Chula Vista Cable, a California limited partnership, and WHEREAS, the Council finds that Chula Vista Cable is as or more economically viable than Ultronics, Inc. to exercise the franchise rights and responsibilities of Ultronics, Inc. in the distribution of cable television service in Chula Vista and all the Charter and Municipal Code requirements have been met. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve of that certain agreement between Ultronics~ Inc. and Chula Vista Cable, a California limited partnership (a copy of which is attached hereto and incorporated by this reference) providing for the assignment of the franchise rights and responsibilities of Ultronics, Inc. to Chula Vista Cable, a California limited partnership. -)~ -1- BE IT FURTHER RESOLVED that the Mayor is authorized to indicate the City Council's written approval of said assignment by executing said agreement. Presented and Approved as to form by D. Richard Rudolf, ~tICity Attorney 5797a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF · tULA VISTA, CALIFORNIA, this 13th day of June 19 $9 , by the following vote, to-wit: AYES: Councilmembers McCandliss~ Nader, Cox, Moore NAYES: Councilmembers None ABSTAIN: Councilmembers None ABSENT: Councilmembers Malcolm Mayo~e C~it~ of Chula Vista ~/~ .... City ' Clerk ,TE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is o full, true and correct copy of RESOLUTION N0. 14134 ,and that the some has not been amended or repealed DATED City Clerk cc - sso<'s) ".,V · ~ ~. ~v AGREEMFNT F~R ASSIGt~MENT ;', '~'~-'~:~:~ OP ~Z8 AG~T mane this 12'~ day o~ . ~ f 1989, s~ ~ula ~ls~, California, by and between ULTRONICS, XNC. e a ~li ~ration, hereinafter referred to am · Assl~or'~ and Cn~ VISTA ~BLE, a California limited ~r~nership~ re,erred to in this Agreement as 'Azsignee'. ~B~S, b~ Ordinance N~ber 2230, Assignor was granted a non-ex&luslve~franchi~ee hereinsUrer referred to as the 'Fr~chiSee/by the City of Chula Vista, California, to contract and 'o~rate a cable television s~stem and service widen said cit~l ~nd .: ~S~ Assignor, as the general partner, on or a~ut Nov~r~10~ '1987, by a written l~lted partnership agree- meat, hereinafter referred to as the "Partnership A~ree- ~tae fomed Assignee for the pur~se of the ownership and o~ration of a cable television system within said city p~suant ~ the Franchiss~ and ~8~ pursuant to laid Partnership Agreement~ ~sl~or Is re~ired, as a par= of it, c~pital c~ntribution, to assign the Franchise to Assignee in. consideration of a shty ~rcent {60t) equity ownership interest In Assignee ~ a deferred cash pa~entJ and ~l~. Assignor desires to assign the Franchise to ' ~sl~ In accordance with the Partnership Agre~nt and In ~lk~ce wl~ ~uls Vista Charter Section 1203 and Chull Vlslul 14~niCip81 CO~e 8action 5o30,010, end AsslVnee desires to accept such aasignmantl NOW, TRERI~FOll~, An consideration of ~he mutual p~mises '&'~ he~ ~n~ainsd~ and other good and valuable consideration~ '.:, the pa~t~es"heret~ a~ree as foilswas I ', '~ ~ssl~nor hereby assigns to Assignme all o~ its ,~ .'~ '..~ ..rl~ht~ ~itle and interest in and to the Franchise, and all o~ ~e rights,~privlle9es and po~rs therein contained, ~rran~g t~s!gnee that the same have not pTev~oue~ assi~, ~;a~s~erred, or hy~thecated In anyway to any 2, CONSIDE~TION. As and for consideration [or the assignment herein ~de, ~ssl~nee con~l~s to Assl~nor a sixty percent .(60~) capl~l interest In Assignee and delivers to ~ssiVnor its pr~ssory note ~n accordance w~th the te~s o~ the P~rt~er- sh~p Agre~nt, receipt oZ which ~s hereby acknowledged b~ ~slgnor. Assignee hereby accepts said assigneat o~ the ... Franchise, and assess all o~ the obligations o~ the fran- ,.~. ', chisee as thatsin set forth. In special consideration tot :~ -" ~e consent oZ the CLty Council oZ the City of Chula Vista, -.,~ CallZonia, to the assig~ent herein made, Assignee cove- Mats and agrees to ~rZom and be bound by each and all ~e tem and coMltions leased by the Franchise, and ~ , the Chnla VIsta City Charter and the Chula Vista Hunicipal Code with 'respee~ thereto. paragraphs o~ this Agreement are included for the purposes o[ convenience only and shall not effect the cons~ruction lnte~nta~lon oe an~ el its provisions. 'This Agreement conStltGtsS ~s'e~lre agrsemsn~ between thm parties 'raining ~o' ~s subSect matter contained In 1~ and supercedes' a 1 and ~der~a~d~ng o~ the parties, No supplement, modi~lca-.; ties, or ~n~ent o~ ~ls Agreement. shall be binding unless executed In writing by ~th o[ the parties hereto. de{{ cr shell constitute, a waiver oZ any other pro-' visions, whaler or not s~ilar, nor shall any waiver ~nstitute a continuing waiver, No waiver shall be binding unless exertted In siting by the parties making the waiver. 5. A~EY*S FEES. Should any legal proceeding be instituted to enforce ~ls Agreeeat, or any of the provisions thereof,, ~e prevailing party shall be entitled' to, in addition to any c~er r~y provided by law or equity, reasonable court co2ts and attorney*s fees as datemined by a court of ~tent Jurisdiction. ~ll Agre~nt shall be governed by the laws ~e 2~ate of California applicable to agreements made and · ~, -3- · be executed 'within CaliZornla, '- IN WITNEll WI~IPJ~OP, the parti,s to ~hls Agrs~men~ have .. dal~ ex~uts~ on the day and ~,ar first above vrlttln. ULTRONIC8 ~ INC. ~ a CaZiZornll .... ASSIGNEE CHU~ VISTA CABLE, ~ Dy .ULTRONICS, INC., cprpoz General Par~ t .- ' ' By A~RORIZATION Consen~ of ~e Cl~y Council Zor the City of Chula Vll~le Californ~te is hereby given to the assig~.ent and transfer ~f ~he franchise rights hereinabove ma~e from ~T~NICS~ INC., a California corporation, to ~, · C~[lfornia L~lted Partnership, and CHU~ VISTA ~, a California Limited Partnership, Is hereb~ accepted as the Franchises uncut Chula Vista Ordinance N~ber 2230 '~Xa~e end In s~eed of ULTRONICS, INC., a California corpo- ration. CITY COUN ~ OF CHU~ VISTA~