Ordinance 2986CITY OF ALAMEDA ORDINANCE NO. 2986
New Series
APPROVING AND AUTHORIZING THE EXECUTION OF ALL
NECESSARY AGREEMENTS AND DOCUMENTS , AS
URGENCY ORDINANCE , FOR THE SALE OF THE ALAMEDA
POWER & TELECOM TELECOMMUNICATIONS BUSINESS
LINE TO COMCAST OF ALAMEDA , INC.
WHEREAS the City of Alameda owns and operates a
telecommunications system which includes a cable television system (li the
Telecom System ) that provides customers with analog and digital multichannel
video programming services and high-speed data services in the City of
Alameda , California; and
WHEREAS , the cost to construct the Telecom System was partially
financed by a $33 000 000 revenue anticipation bond issued by the Alameda
Public Financing Authority (li the Authority ) in 2004 (Series 2004 Revenue Bond
Anticipation Notes
, "
the 2004 Notes ), with a balloon payment of $33 000 000
which must be paid by June 2009; and
WHEREAS , in September 2007 , the Public Utilities Board authorized the
General Manager of Alameda Power & Telecom to evaluate various options to
discharge , refinance , extend , exchange , or restructure the obligations under the
2004 Notes; and
WHEREAS , in order to fully evaluate the various options , in the fall of
2007 , Alameda Power & Telecom hired an investment banker to seek offers to
purchase the Telecom System , thereby determining a fair market value for the
Telecom System; and
WHEREAS , Comcast of Alameda , Inc., was the highest bid at
$17 000 000 million base purchase price; and
WHEREAS , neither the net revenues produced by the Telecom
System , nor the fair market value of the Telecom System itself is sufficient to
secure the refinancing of the 2004 Notes; and
WHEREAS , on November 17 , 2008 , the Public Utilities Board
recommended to the City Council that it approve the sale of the Telecom
System , consisting of both personal property and real property (in the form of
access to the "head end" and any necessary rights of way to access the cable
infrastructure), to Com cast of Alameda , Inc., for the base purchase price of
$17 000 000; and
WHEREAS , in order to sell the Telecom System and prepay the 2004
Notes , at least 75% of the owners of the 2004 Notes must consent to the sale
and receipt of the proceeds from the purchase of the Telecom System; and
WHEREAS , Alameda Power & Telecom and the Authority have obtained
the written consent of approximately 95% of the owners of the 2004 Notes (the
Consenting Noteowners ) to the sale of the Telecom System and to the partial
prepayment of the 2004 Notes beneficially owned by the Consenting
Noteowners (the "Prepayable Notes ); and
WHEREAS , Alameda Power &Telecom has informed the Authority that
in order to sell the Telecom System free of any encumbrance in favor of the
owners of the 2004 Notes that have not provided written consent to the sale of
the Telecom System (the "Nonconsenting Noteowners
),
Alameda Power
&Telecom intends to legally defease the 2004 Notes owned by the
Nonconsenting Noteowners (the "Nonprepayable Notes ); and
WHEREAS , the City Council finds and determines that the sale of the
Telecom System is in the best interest of the City in order to partially defease
the 2004 Notes and that an urgency ordinance , upon the affirmative vote of four
members of the Council , is required to effect the sale of the Telecom System by
November 21 2008; and
WHEREAS , pursuant to City Charter Section 3-, no real property of
the City shall be leased for a period in excess of one year or sold , except upon
the affirmative vote of four members of the Council.
NOW , THEREFORE , BE IT ORDAINED by the Council of the City of
Alameda , by four affirmative votes that:
Section 1.The City Council finds and determines the foregoing recitals
to be true and correct and hereby makes them a part of this Ordinance.
Section 2 . The City Council of the City of Alameda hereby approves and
authorizes , the sale of the Alameda Power & Telecom Telecommunications
System to Com cast of Alameda , Inc., for the base price of $17 000 000
pursuant to the terms of that certain Asset Purchase Agreement , executed by
Comcast of Alameda , Inc. on November 18 , 2008 , and on fie in the Office of
the City Clerk.
Section 3 . The City Manager of the City of Alameda be , and is hereby
authorized to execute , for and on behalf of the City of Alameda , all necessary
agreements and documents to effectuate the sale of the Telecom System on
the terms and conditions set forth in the Asset Purchase Agreement.
Section 4 . This ordinance shall be in full force and effect immediately
upon the date of its introduction and ado November 18 , 2008.
Attest:
Lara Weisiger , City Cle
City of Alameda
, the undersigned , hereby certify that the foregoing Ordinance was duly and
regularly adopted and passed by the Council of the City of Alameda in a Special Joint
meeting of the City Council and Alameda Public Financing Authority assembled on the
day of November , 2008 by the following vote to wit:
AYES:Councilmembers deHaan , Gilmore , Matarrese , Tam and
Mayor Johnson - 5.
NOES:None.
ABSENT:None.
ABSTENTIONS:None.
IN WITNESS , WHEREOF , I have hereunto set my hand and affixed the offcial seal of
said City this 19 day of November , 2008.
Lara Weisiger , City Clerk
City of Alameda