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HomeMy WebLinkAboutMINUTES - 06151999 - SD2 2 TO: BOARD OF SUPERVISORS FROM: Phil Batchelor, County Administrator DATE: May 24$ 1 999 SUBJECT, Approve the License Transfer from Century Communications to TClaa: '" SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION OPTION I APPROVE the attached Agreement Relating to the Consent Of Contra Costa County to the Transfer of the Century Communications' Cable television license to TCI of San Fernando Valley, L.P. € .der the foliooAng conditions; A.) payment of $2,500 in full satisfaction of all costs in relation to this proceeding is received within tori k10} days of the Board's approval of the transfer. .) The Agreement has been executed and returned by ail parties ithin thirty ( 0) days after approval by the County. The Licensee represents that the bonds and insurance required by their license and ordinance have been obtained and that there will be no gaps in required coverages or liabilities. 4.) The `transferee unconditionally accepts, acknowledges; and agrees that they will continue to be bound by all the commitments, duties and obligations embodied in the License and the Ordinance. CONTWUED ON ATTACHMENT, YES SIGNATURE' RECOMMENDATION OF COU iSTRATO . �E��&� i��7f��9� OF BOARD COMM1 EE APPRO E OTHER ACTION OF dARD u n e i 9 -1999 APPROVED AS RECOMMENDED sr OTHER x CLOSED the public hearing; item 1 is AMENDED to 30 days for receipt of payment the agreement is APPROVED as amended. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT` HM M A UNANIMOUS OU (A r:NT�1 =7I TRUE AND CORRECT COPY OF AN NOES: ACTION TAKEN AND ENTERED ABSENT:-ABSTAIN, ON MINUTESOF THE BOARD OF SUPERVISORS ON THE DATE SHOWN, ATTESTED PHIL BATT 0 CLERK OF- `HE 50 RD OF SUPERVISbhS AND COUNTY ADMWiSTRATOR ��;CAO OPTION 2 ADOPT a resolution to deny without prejudice the application of Century Communications to transfer its license to TCI of East San Fernando Valley, L.P. FINANCIAL IMPACT- Monies received will be deposited in the Community Access Trust Fund to reimburse the fund for expenses incurred for the review conducted by Telecommunications Management Corp. and County Counsel. BACKGROUND, On or about February 8, 1999; Century Communications ("Transferor) filed with the County an FCC 394 requesting that the County consent to the transfer of license. from the system in the unincorporated area of Kensington and surrounding San Pablo to T of, San Fernando Valley, L.P. 17ransferee"). Section 58-4.028 of the County Ordinance Code (Ordinance No. 93-55) requires that all proposed transfers of licenses be submitted to the County for review and decision by the Board of Supervisors. Pursuant to Section 617 of the federal Cable Act (47 U.S-C, Section -5-37), the County has 120 days to act upon any request for approval of a transfer. Following receipt of the FCC Form 394, staff hired a consultant to review the i9 1, technical and financial qualifications of the buyer. Telecommunications Management Corp.was hired and completed the attached review. They concluded that "Cl is financially and technically qualified to operate the existing system and that the impact on the County's cable subscribers is likely to be beneficial. Staff has reviewed the current license compliance of Century. There are no apparent areas of non-compliance at this time. However, the Agreement to transfer the license states that the Licensee or any of their suer-assors-in- inter est agree not to be relieved of responsibility for past acts or omissions, known or unknown, or for any obligations or liabilities pursuant to the License documents. Finally, staff has prepared an agreement similar to the one signed by T at the .AT&T transfer that includes conditions for repayment of expenses related to the transfer review. County Counsel has reviewed this agreement and copies have been faxed to Century Communications and TCL Staff recommends approval of the Agreement and the transfer of the 11,cense to TCI. °J14 11 -'99 10 : ', 3 FR CORLEIN-Z #2 415 989 1663 TO 19253131185 P. 09/13 14 vil-I U " 16u VO I M UWN11 'DUUNSEL i FAX NO, 51U 6461078 08 AGREEMENT RELATING TO THE CONSENT OIF CONTRA COSTA COUNTY TO TIZ TRANSFER OF CENTURY COMMUNICATIONS CABLE TELEVISION LICENSE TO TCI OF EAST SAN FERNMNDO VALLEY,LP. This Agreement(the "Agreement")entered into this-day of between and among Contra Costa County("County"), Century Cable of Northern California d.b.a.Cenhuy Cornm=ications(the"Transferor"),and TCI of East San Fernando Valley, L.P. "the"TransFerccl. k WHEREAS, through various previous transfers,acquisitions, and conveyances,all of which were duly approved by the County,the County granted a licence(the"License")to operate a cable television system within the County(the"System")to the Transferor pursuant to the provisions of pvcxning County codes(the"Ordinance"). WHIR AS,0,,e Tram Ferof and Transferee filed a written application to the County(tho "Application"),wherein they have rcques.ed the consent orthc County to the transfer of the Licenso to Transferee; and WHEREAS,the Board of Supervisors of Contra Costa County has rev-,ewcd theApplicaflon as well as all relcvant documents,staffrcports, and recommendations;and 'WHEREAS,pursuant to County Ordinance Code Section 58-4,028, the transfer of the License cannot beconcluded without the written consent of the County;and WHEREAS,based upon the evidence presented to the Board, it has detennincd that it would be in the public interest to conditionally approve the transfer of the License, NOW,THEREFORE,it is agreed by and between the parties as follows: 2.The Board hereby gives its consent and approval to the transrer of the Liceme as described in the App4cation. 2.The granting of this consent to the mnsfor of the License does not waive any right the County may have to approve ary subsequent transfer of the License or subsequent change in the oWnership and/or control of the Transferee,and there shall be no further transfer of the License or material change in Ilic ownership or equity composition of the Transfer oe which requires prior consent of the County pursuant to the License or the Ordinance without the furtber written consent o t the Baud of Supervisors. 3.By executinC this Agrccinent,the TransSror and Transferee agree and a&cnowledge that(1) this Agrcement and the approving resolution is not a new franchise,the gra-nting of a franchise, 'UN 10 '99 20: 14 JUN-11-1999 10634 415 989 1883 98% P.e9 J-UN 1 1 1 99 '10 : 13 FR COBLENTZ #2 4 t 5w SeS 1663 TO 19253131185 P. a0,/ VJ%J111. VVVII.J"" a :asa atv, .eau V,*W'V;U r, lie or the renewal of the existing License,but ra&^er is exclusively an agreement governing the trans€er of the License,and said Agreement neither affects nor prejudices in any Way the Caimty's rights thereunder; (2)that complisnee with the Lieense and Ordinance,as ofL%e date of closing of the transfer of the License,is neither commercially impracticable nor economically inreasible as those terms arc used in Sectior.525(c)of the Cable Communications Policy Act of 1084 and/or theCable Television Consunner Protection and Coangetition Act of 1992 (collectively the "Cable Acf..")e Trwnsferee agrees that in judging whedw particular obligations are oorr mercially impracticable,zhe parties will riot consider the economic burden of debt service,debt service coverage, or equity requirements incurred directly or indirectly to mad the transfer of License to the extent such debt service, debt so-vice coverage,or.equity exceeds the debt service, debt service coverage, or equity requirements of the.Transfcrree or any related entity, as they existed prior to the transfer of the License. 4.By executing this Amernent,the T'rahnsfereo hereby unconditionally accepts, acknowledges, and agrees that,after the transfer,it will continue to be bound by all the commitments,duties, and obligations,past,prosent,continuing,and future,of the Licensee embodied in the License, the Ordinance,the Agreement,any orders and directives of any administrative.agency relating to t1:e License or the Systema,including,but not limited to, the Federal Communications Commission(tlae"Commission")(collecdvcly,the "Franchise Documents"),to the rmaximurn extent required by lave,and that the transfer will have no effect on these obligations. The Ttaannfe.oc acknowledges its review and understanding of the Franchise Documents. The County teprescnts that it presently is unaware of any breach by the Transferor of the Franchise Documents. The Transferor and the Transferee agree and acknowledge that neither the,transfer nor the County's approval of the Application shall in any respect relieve the Transferor, 'transferee,or any of their successors-in-;merest of responsibility for any pre-transfer acts or ornissions,known or unknown,or for any pre-transfer obligations or liabilities pursuant to the V nchise Documents, including but not limited to francbise fee underpayments,ifany,so long, as the County,vaathin three years of the effective date orthe transfer,,gives-notice to the Transferor and the Transferee of any pre-transfer liability, With respect to any such pre�transl`sr liability,the Transferee;shall have available to it any and alt defenses that otherwise would be available to the Transferor if the Transferor had not transferred the System, including but not limited to the statute of limitations and lachcs. To the extent that tlae Transrerce or any related person or entity,challenges the validity or irsterpretation of said above-listed documcam in the future in any administrative proceeding or court of law,suer a challenge shall be subject to all defenses which would have been available to tho County had the Transferor,Transferee,or any related person or entity,brought said chgallence(s)including,but not limited to,waiver,estoppel,consent,unclean lands,and accord and satisfaction,as well as any and all defenses independently available against the Transferee, 5.Azy ttaatcrial violation of this Agreement shall be deemed to be a violation of the Ordinance and the License. 2 Ila '99 2 0: 14 d„. 510.6-461 PAGE.009 rt��-11m1999 1—e,:35 415 989 1663 96 UN 1 1 '99 10: 14 -R COBLENTZ #2 4 1 5 989 1962 TO 19253 131 195 P . 11/13 vuari iv " aaau vu<;r- 112 6oVUAII WElNZU rtMA 1W. UIU .0401Ultj }a lu 6.Tho County hereby gives the Trattsfaror and Transferee notice that the t or trazisfer of the License may crate a taxable possessory interest upon which the Transferor and T°rans&ree may be liable for the payment ofcertain taxes. The Transrerce hereby acknowledges that it has roceived actual naotico as required by Revenue and`taxation Code Section 147.6` 7.The Trzmsferee agrees that the transfer itself shall not result in an increaso in the rates for basic cable service and that the T ransferce shall not rely upon the acquisition costs associated vAth the transfer or an increase in debt service or a change in debt service coverage,if any, that results frotrl the transfer to justify an increase its rates for basic cable suvice. The Transferee agrees that the transi`er or any agreements associated with the transfer shall not be str;ctaured in a way that would adversely affect the financial position of the Transferees or limit the funds available to it. S. The Transferor shall pay to the County widh n ten (14)days of tho.Board's approval ofthis 'I`misrer Agreement the rxn of two thousand five hundred dollars ($2,540) in full satisfaction of all casts in relation to this proceeding in accordance with Section 55-4,1120(b)ofthe County Ordinance Code, 9. This Agreement shall be deemed effective upon the closing of the transaction contemplated by tho asset Exchange Agreement stttached to the fo rm 394 received by the Cotaraty on or about February S, 1999 (fie"Closing),so long as(1)the Agreement has been executed by iht Traa3sreror and Transf' rrce and returned to the County within thirty(3 0)days of the approval of this Agmement by the Board of Supervisors,and(2)on or before thx Closing,the Transferee les with the Clerk oftlre Board all required bonds and insurance certificates,as required by Section 58-4.028(i) of the County Ordinance Code. If the Agreci ent is not executed or the bonds or insurance certificates arc not riled within the specified time limits,the Board's consent to transfer of the L,icczrse shall be become null and void and the trans.44 of the License&.hall be deemed disapproved as of tho date of approval orthis Agreement by the Board of Supervisors. 10. (a)The County acknowledges that the Transferor has paid 57,755 to the County,which the T=sfcror represents and warrants is full and complcte payment for all franchise fee underpayments relating to the deduction of the franchise fee from Gross Annual p.e"ipts for the ;rpose of calculation and payinent of the franchise fee(the,a5-on-5 Issue")for calendar years 1995 through 1998. In the event that the County subsequently detennines that there has been an undcrpayment of franchise fees on the 5-ora-5 Issue or on any other Gross Annual Receipts of the Transforor,such batters shall be subject to Section 4 of this Agreement, (b)If,and only if,Transferor,Transferor or any related entity,attempts,or actually passes through,line-ilernizes, surcharges, or othemisc increases any otherwise lawful regulated rnaximurn permitted rate to recover all or a portioat of the arnounts paid to the County pursuant to Paragraph(a)above,the County may, if it so chooses, pursue actions,adrninistta,tive,judicial,or otherwise, against Transreror and/or Trmuferee for nota-compliance with&,e License, interest, ponallies,err any other remedy available to the County. 'nothing herein shall constitute an admission or evidence of liability on the part of the`l"ransfer'or or the Transferee. 3 JUN 10 51 6491079 PAGE A I A JUN-11-1999 10:35 415 989 1663 99% P. 14 UN 11999 10, 14 PR COELENTZ #2 415 999 1683 "0 9253131195 woman as+ ��o aster cabs= ss.. t SE VVVAI i VVVII.J,& s 1882 19V. +.)IV ld*8Q1U$W �a � 11.Transferor and Transferee agree to defend,indemnify,and hold the County,its governing board, officers,and employees harmless against any lass,claim, darnage,liability,or expense (including,without limitation,reasonable attorney's fees)arising out of this Agreement and/or incurred as a result of any representation or warranry,Wade by Transferor or Transferee herein or in the Application or in connection with trhe County's review of the transfer of License which proves to be untrue or inaccurate in any material respect. In the event the County receives any such notice of a loss, claim,damage, liability or expense,the CoUrty shall promptly roti fy Transferor and Transferee,which shall,at the sole discretion of the County, assume sole and direct responsibility for defending against any such loss,clam,damage, liability, or expense. 12, ,Any consont giver by the County in this Agreement and in any resolution approving the transfer of Licoose is not an affirmation that Transferee,Tramsforor,or any predecessor in interest is in compliance with,or previously colnplied with the License. Any consent is made without prejudice to or waiver of the County's right to obtain full reinedy for any past non-compliance. Any consent given by the County in this A reement and any resoludon approving this Agreement is not a finding that, after-the transfer of License,Transfexeo will be financially,technically,or legally qualified,and no inference will be drawn,positively or negatively, as a result of the absence of a finding on this issue. Any consent is therefore made without prejudice to, or waiver of,the County's right to fully investigate and consider Transferee's financial, technical,and legal qualifications and any rather relevant considerations during any proceeding including, by way of example and not limitation,agcy pending renewal proceeding. Without limiting the foregoi UN 11 '96 10 : 15; ;:R COBL6i�T2 #2 416 666 1663 T4 16253131166 P. i3/13 aifFR &V VV AAW jw. 51i $ C1 VVViSt 4 Wi6iA8l.u� i tiia 09Vb V1V V`9V:VIV CONT RA COSTA COUNTY Cr.E'S`TTUR,'Y CABLE OF NORTH ERN, CALIFORNIA d.b.a.CENTURY coMMLNICATIONS (6 1 ransferor") Ry Board Chair ATTTEST.-Phil Bachelor,Clerk of the Board Eye of Supervisors and County AdministmtOr Name: -- Title. By. Deputy APPROVED AS TO FORM:Victor I By. WestananA C,idly Counsel Name: Title.- By: TC 1 OF FAST SAN FERNA DO Deputy VALLEY L.F. By: Name, Title I1tN 1 20: 15 61 SZ-17—.101-8 PAGE. 12 ** TOTAL PAGE.013 x �c ."USE-11- 1996 10:36 415 669 1663 97% F.13 UN-14-1999 1S:09 FROM ANTRA COSTA TELEVISION `1O 93351098 P<02/06 0, AGREEMENT RELATING TO THE CONSENT OF CONTRA COSTA COUNTY TO THE TRANSFER OF CENTURY COMMUNICATIONS CABLE TELEVISION LICENSE TO TC1 OF EAST SANT FERNANDOVAI LEY,L.P. Ibis Agroe cnt(tbe "Agreorraent")cratered into this day of 1999, between and ainong Contra Costa County("County"), Century Cable ofVlorthern California d.b.a. Century Communications "Trans rotor"),and TCl of East San Fernando Valley, l'..,F< (# "Tru-nss'oretf4)< WHEREAS,blirough various previous transfers,acquisitions,and conveyances,all of which wary-1 duly approved by the County,the County granted a liCansc (the"License")to operate a cable television systenn within the County(tho "Systema")to the Transferor pursuant to the provisions of governing County codes (the"Ordinance")< WEUAS,the Transferor said Transferee filed a written application to the Co=ty(the "Application"),wherein they have requested rho consent ofthe County to the transfer of the Uccnse to<Trwisfer"; and WHEREAS,the Board of Supervisors o Centra Costa County has reviewed the Application as well, as all relevant docurnents,staffrepor%and recommendations; and WHEREAS,pursuant to County Ordinance Code Section 59-4.028,the transfer orthe License caasnot be concluded wit],out the writtcn consent oCt1he Courty; and WHEREAS,based upon the evidence presented to the Board, it has dqe ermincd that it world be in the public inicrest to conditionally approve the trans!cr of the Licenso< NO'W,THEREFORE, it is agreed by and between the parties as follows: 1< The Board hereby gives its consent and approval to the transfer of the License as described in tine Application. 2. The tenting of this consent to the transfer of the License does not waive any right the Covnty may have to approve any subsequent transfer of the Liecrse or subsequent change in the ownership and/or control of the Transferee,and that shall be no further transfer of the License or material change in the ownership or equity composition of the Transferee which requires prior consent of the County pursuant to the License or the Ordinance without tho furthar written coarsest of 4be Board of Supewisors. 3<By exacuting this Agreement,the`t°ransferor and Transferee agree and acknowledge that(1) this Agreement and the approving resolution is not a new fianchise,the granting of frarAchisc, [June 14, 1999 draft) 1 'UN-14-1999 16:09 FROM CONTRA COSTA TELEUISTON TO 9335109e P.03/06 or the rerewal of the existing License,but rather is exclusively an agreement goven, ing the transfer of the License,and said Agreement neither affects nor prejudiccs in any way the Co-unty's rights thereunder; (2)diet compliance with the License and Ordinance,as of the date of closing of the transfer of ft License,is neither coir me.-cially impracticable nor economically infeasible as,1, 060 ECrMS are used in Section 625(e) of the Cable Communications Policy Act of 1984 andlor the able Television Consumer.1-1rotection and Competition Act of 1992 (co=lt Lively the "Cable Acf'). Transferet agrocs that injudzing whether particular obligations are commercially impracticable,the parties will not eonsi&t the econornic burden of debt service, d-.bl,service coverage,or equity requir"–nonts incurred directly or indirectly to fund the transfer orLicenst to the extent such debt smice, debt service coverage, or equity exceeds the debt service,debt service coverage, or equity requirements of the Transferee or any related amity, as they existed prior to the transfer. of the License, 4. By ox mc ting this Agreement,the Transferee bereby unconditionally accepts, acknowledges, and ngrces that, after the transfer, it will continue to be bound by all the commitments, duties, and obligations,past,present,continuing,and future, of the Lic-ensec embodied in the License. the Ordinance, the Agreenient any orders and directives of any admimistrative agency relating to ilio Li=nse or the System, including,but not limitod to,*e federal Communications Commimion Cfn,-. "Commission")(collectively, the "Franchise Dovurnents"),to the maximum extent required by law, and that tho transfer will have no erl'bot on These obligations. The Transferee acknowledScs its review and understaneing ofthe Franchise Docurn.ents. The County repraserts that it presently is unaware of any breach by the Transferor of the Franchise Documents. The Transreror and the Transferee agree and acknowledge that neither the transfer nor the County's approval of the Application shall in any inspect rclieve the Transferor, Transferee, or any of their successors-in-interest of responsibility for any pre-transfer acts or onaissions,known orenknown, or for any pie-transfer obligations or liabilitics pursuant to the Vrrocbise Documents,including but not Hinked to franchise let inderpaymcnis, if any,so long as the Colanty,within three years of the effective date o4lthe transfer, gives notice to the Ti-anstcror and the Transferee of any pre-iransfcr liability. With respect to any such pre-transfer liability, the Transferee shall have available to it any and all defenses that otherwise would be available to the Transferor iftheTransferor had not transl^mcd the System, including but not limited to the statute of limitations and laches. To the extent that the Transferee or any related person or entity,challenges the validity or interpretation of said above-listed documents in the ruture in wiy administrative proceeding or court of law,sucli a challenge shall bo subject to all defenses which would have been available to the County had the Transferor,Transfercr,or any related person or entity,brought said challenge(s) Including,but not limited to,waiver,estoppel, consent,unclean hands,and accord and SUiSfaCdOn,as well as any and all defenses independently available against the Transferee. TransAiMet-M-ces that it sh.-di-takc no action:or faii to take any actien whici, would ifteermply I I —1.54011S 5, Any mateelal violation ofthis Agreement shall be deemed to be a violation of the Ordinance and the Licensco 'June 14, 1999 draft] 2 15z20 512 6461079 P04 TUN-1 4-1559 5' 10 FRUM CUNTRR LUSIR li:LEUI�1LII 6, The County bercby gives the Transferor and Ti-ansforce notice that the grant or tmnsfu of the License may create a taxable possessory interest upon which the Transrorror aid Transferee may be liable for the paym.-rit of certain taxes. The Transferee hereby acknowledges that it,has received actual notice as required by Revenue and Taxation Code Section 107.6. 7. The Trunsferce agrees that ile tramfer itself shall not result in an increase in the rates for basic caln).-serviceiciading associat�4 eq! vwll;�z and that the Transferee shall not rely upon the acquisition costs associated with the transfer or an increase in debt sorvice or a change in debt service coverage, if any,that resulu from the transfer to ju,W fy-an increase in rates for bask.cable service. The"Transfereeagreesthat the transfer or any agracments associated with the transfer shall not be structured in a way that would adversely afl'ect the financial position of the Transferee,or limit the funds available to it.] 8.The.Transferor shall pay to the County within ten(10)days of the Board's APPToVal Of this Transfer Agreement tha sunt;of two thousand five hundred dollars(52,500)in'Pull satisfaction Of all costs in relation to this proceoding in accordance with Section 584.020(b) of the County Ordinance Code. 9,This Agreement shall be demised efilective upon the closing of the transaction contemplated by the Asset Exchange Agreement attached to the form 394 received by the County or, or about February 8, 1999(the"Closing'),so long as � the Agreement has been executed by the Transferor mid Transferee and returned to the County within thirty(30)days of the approval of diis Agreement by the Board of Supervisors.-,-and t2)on ot bcfbic the 6!asi � Tho Transferee shall files with One Clerk or the Board all acquired bonds and insurance certificates,as required by Section 58-4.028(1)of the County Ordinance Code,within thirty(30) days of the Closing. Ti' Ilic Agreement is not executed ot the bondr 04 I'MMA WMC MM.tificates zaenct filed within the speoilied time Bmits,the Board's consent to transfer of the License shall be bccolne null and void and the transfer of the License shall be deemed disapproved as oFthe date of approval or this Agrees ont by the Board of Stip.Nvisors. The Transferor and Ole Transferee agree that all bonds and insurance recralmd by the FranchisePnenocurts will be obtained as of the date of the Closing and that there will be no gaps in required coverages. 10. (a)The County acknowledges that the Transferor has paid$7,755 to the County,which the Transferor'reprrseas and wzmnts is full and complete payment for all franchise fee undcrpayrnents relating to the deduction of the franchise fee from Gross Annual Receipts for the purpose of calculation and payment of the franchise fee(the`5-on-5 Issue")for calendar years 1993 through 1998. In the event that the County subsoquently determines that there his been an iAndcxp2yinent of fiwchise fees on the 5-on-5 Issue or on any,other Gross Annual Receipts of the Transferor,such matters"I be subject to Section 4 of this Agreement: Nothbtg hetein-*a* MiCaMe fi=MildellMyMents,mid virmisfertc,zmd Tiansferox shaii=rmizzc ar aail lavvfcHy detcm1irred fimmili dffili MrMllem,Qv lolls as the C-ounty, vVitifin difte Yew's of tile:efficetirc date ofthr.'"WW"'CA, h06—Tkmlsf�!or Wtd OFMTY such do [June 14, 1999 draft] 3 JUN-14-1999 15:20 510 64610?9 eg; 0"Q 16= 10 FROM CONTRP C`STP TELELJ I S I ON TO 93351.095 P-05/06 (b)IZ and only if,Transferor,Transferee,or anyrelated entity,attempts,or ally passes tshzough, lixac-itemizes, surcharges,,o&"otherwise increases any otherwise lawful regvlated maximum pdranilted tate to recover all or a portions of the amounts paid to the County pursuant to Paragraph (a) t bovc,tie Coarlty may, irit so chooses,pursue actions,administrative,judicial,or otherwise,against Transferor and/or Transferee for morn-compliance with the License,intoes:, penalties, or any others remedy available to tl;c County. Nothing herein shall constitute ars add-nission or evidence of liability on the part of the Transferor or the Transferee. 11. Trffansfcror and Transferee each agrees to defend, indemnify, and bold t11e County, its governing board,officers, and employees harinless against any loss, claims, damage,liability, or expertise (ineluding,without limitation,reasonable attorney's tees)arising out of this Agreement anftr incurred as a result of any repsosentation or warranty made by it , herein or in the Application or its connection;with the County's review of the transfer of Licmse which proves to be untrac or inaccurate its miy maternal respect. In the event the County receives any such notice of loss,cl€hn, damage,liability or expertise,the County shall promptly notify Transform-and Transferee, which shall,at the sole discretion of the County,Fume sole and direct responsibility for def=ding against any such loss, claire, damage, liability, or expertise. 12.My conscnt given by the County in this Agremert and in any resolution approving the flr transfer of License is not an armation that Transferee,Transferor, or away predecessor in interest is in coirnplis rich with, or previously complied with the License. Ally consent is made without prejudice to or waiver of the County's right to obtain fall remedy for any past tion-compliance. Any consent given by the County in this Agrceinent and any resolution approving fhi.ti Agreerment is not a finding that,after the transfer of License,Transferee will be financially,technically, or legally qualified,and no infercnde will be drawn,positively or negatively,as a result of the absence of finding on this issue. Any consent is therefore rade without prejudioc to,or waiver of, the County's right to folly investigate and consider Transr'erce's financial, technical,and legal qualifications and any other relevant considerations during any proceeding including,by way of example and not limitation,any pending renewal proccodhig. Without limiting the foregoing,arta approval of the transfer of License is not a finding or representation that the License will be renewed or extended(and approve.shall not create an obligation to renew or extend the License); that the Transferee is financially, teohnically or legally qualified to hold a renewed License; or that any other r°enowal issue that may arise with respect to past performance or future cablc-related needs and interests will be rysolved in a manner favorable to f: rzm or Transferee. Unless provided for within this Agreement,nothing in this Agreement shall constitute a waiver or any of Transferor's or Transferee's rights or remedies widortederal,stale, or local law. 15.TTansferee represents and warrants that it does not hold a Certificate of Public Convenience aui1 hiccessity from the California Public Utilities Commission to provido telecommunications services or any other services in the State of California, The signatories hereby affirm that this Transfer Agreement has been entered into on a voluntary basis without duress and has been undertaken in a manner consistent with federal,state,and ,(Junc 14, 1999 draft) 4 :UIN-14-A999 _.5-n 510 6461078 !-::i FROM C—ONTRA COSTA TEL UiSIO!v 140011 law. The,sbpax-ric5 to this agreernant,fizhar Mresent and w=ant that they possess full lead authority on behalf of tear principals to enter into this Transfer Agreement. CONITRA COSTA COUNTY CENTURY CABLE OF MORTHERNI CAVLFORNIA d.b.a. CEI�TURY CC)MIMMICAT1ONS ("T°ransferor") By: Board Clair ";SES T:Phil Batchelor,Clerk of Cie Board By: of Supervisors and County Administrator Name- Title: itic: Byt Deputy APPROVED AS TO FOKM:Victor I By: Wcs$f a=% County Counscl Name: Title. By- TCI OF EAST SAN FERINANDO Deputy VALLEY,L. , (" ransferco") By, itic; June 14, 1999 draft) S TOTAL�P,0 F