HomeMy WebLinkAboutRESOLUTIONS - 04111995 - 95-158 THE BOARD OF SUPERVISORS
OF
CONTRA COSTA COUNTY, CALIFORNIA
In the Matter of Denying without prejudice)
the application of LenComm, Inc. /Lenfest )
West, Inc. dba Bay Cablevision for an ) RESOLUTION NO. 95/158
Assignment and Transfer of the License )
granted by Contra Costa County to )
Heritage Cablevision of Delaware, Inc.- )
WHEREAS, LenComm, Inc. /Lenfest West, Inc. (the "Grantee" ) has
been granted a license to construct and operate a cable television
system in unincorporated Contra Costa County (the "County" ) , by
action of the Board of Supervisors (the "Board" ) ; and
WHEREAS, the Grantee has filed an FCC Form 394 dated August
16, 1994 with the County requesting that the County approve an
assignment and transfer of the License granted thereto; and
WHEREAS, pursuant to County Cable Television Ordinance No. 93-
55, neither the License nor control of the Grantee can be
transferred to Heritage Cablevision of Delaware, Inc. ( "Heritage")
without the affirmative written consent of the Board; and
WHEREAS, the transaction described in the FCC Form 394 (the
"Transfer" ) cannot be consummated or closed without the affirmative
written consent of the County; and
WHEREAS, the County requested additional information
regarding the FCC Form 394 in September, 1994 and again in
November, 1994; and
WHEREAS, the Grantee and Heritage failed to provide the bulk
of the requested additional information; and
WHEREAS, on or about January 5, 1995, Rutan and Tucker on the
cable consortium' s behalf (the Cities of Berkeley, Emeryville, E1
Cerrito and Richmond, and Contra Costa County) requested certain
information from the Grantee and Heritage relating to the impact,
or potential impact, of the transfer upon current and future Basic
Service Rates; and
WHEREAS, neither the Grantee nor Heritage have provided any
of the requested information regarding the actual or potential
impact of the Transfer upon existing and future Basic Service
Rates ; and
WHEREAS, the County has conducted a compliance audit to
determine whether the Grantee is in, compliance with the existing
terms and conditions of the License; and
WHEREAS, the County has determined that the Grantee is not
currently in compliance with all material terms and conditions of
the License; and
WHEREAS, the County commissioned Public Knowledge, Inc.
( "Public Knowledge" ) to conduct a license fee audit (the "Audit" )
of the Grantee' s system to determine whether the Grantee has
properly paid all license fees owing to the County; and
WHEREAS, the County has determined based upon review of the
results of the Audit that the Grantee has not properly reported and
paid license fees to the County; and
WHEREAS, Rutan and Tucker has notified the County that their
maybe a potential modification of the structure of the transaction
which would require additional information regarding the financial
qualifications of the transferee; and
WHEREAS, it would be in the public interest to disapprove the
Transfer, without prejudice, subject to potential approval at a
later date assuming the provision of complete information and the
resolution of the various issues outlined in this resolution as
well as any other issues that may arise in further due diligence
review; and
J
WHEREAS, the Grantee and Heritage have not extended the April
21, 1995 deadline for review of the proposed transfer.
NOW, THEREFORE, the Board resolves as follows :
1 . The recitals above are hereby declared to be true,
accurate and correct.
2 . The transfer of the license from the Grantee to Heritage,
as described in the FCC Form 394, is hereby disapproved without
prejudice for the following reasons :
(a) The Grantee and Heritage failed to timely provide
all necessary additional information, as requested by the
County in writing, relating to the legal structure of the
Transfer, the Transfer's potential impact upon existing and
future Basic Service Rates, and the legal and financial
qualifications of Heritage to own and operate the cable
television system serving the County.
(b) The Grantee has failed to comply with the material
provisions of the License and is therefore in breach thereof
in that the Grantee has failed to report and pay all
legally required franchise fees to the County.
(c) Neither the Grantee nor Heritage have demonstrated
that approval of the Transfer will not result in the creation
of Excess Acquisition Costs, Intangibles or Goodwill or
otherwise result in increases in rates subject to the
jurisdiction of the County.
(d) Approval of the Transfer will not result in any
material benefits or advantages to the County or cable
television subscribers sufficient to offset the potential
adverse impacts and disadvantages described above.
3 . The disapproval of the Transfer contained herein is
without prejudice. The Cable TV Administrator is hereby
authorized and directed to meet and confer with the Grantee,
Heritage, and all relevant parties in an attempt to obtain all
required information, to ascertain the effect of this
transaction on current and future rates subject to the
jurisdiction of the County, and to negotiate a final transfer
agreement which resolves, in a manner satisfactory to the
Board, the concerns and issues set forth in this resolution.
4 . The Cable TV Administrator is authorized and directed
to prepare a report and recommendation to the Board of
Supervisors along with a final form of the satisfactory
transfer agreement.
5 . The Clerk of the Board is hereby directed to mail a
copy of this resolution by first class mail to Bay Cablevision
and Heritage Cablevision of Delaware, Inc.
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I hereby certify that the foregoing is a true and correct copy of
a resolution entered on the minutes of said Board of Supervisors on
the date aforesaid.
Witness my hand and the Seal of the Board
of Supervisors affixed this lith day offtdL.
PHIL BATCHELOR, County Administrator and
Clerk of the Board of Supervisors .
By:
Deputy Clerk
cc: CAO
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