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HomeMy WebLinkAbout6134 RESOLUTION NO, 6134 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, APPROVING THE TRANSFER OF OWNERSHIP AND CONTROL OF THE CABLE TELEVISION FRANCHISE FROM CABLEVISION OF ARCADIA/SIERRA MADRE, INC, (TRANSFEROR) TO CENTURY-TCI CALIFORNIA, LP. (TRANSFEREE) WHEREAS, the City is authorized to grant, renew and deny Franchises for the installation, operation and maintenance of cable television systems and other communications services within the City's boundaries by virtue of federal and state statutes, by the City's police powers, by its authority over its public rights of way and by other City powers and authority; and WHEREAS, on May 5, 1998, the City Council of the City approved the renewal of a cable television franchise (the "Franchise") pursuant to Ordinance No, 2084, for a term of seven (7) years, plus a conditional three-year extension within the City (the "System"); and WHEREAS, on February 2, 1999, the City Council of the City of Arcadia adopted Resolution No, 6088 approving the transfer of control of the Franchise to AT&T, which acquired Transferor through acquisition of Transferor's parent; and WHEREAS, Transferor has filed a written application with the City (the "Application"). wherein it has requested the consent of the City to the transfer of ownership and control of the Franchise to Transferee (the "Transfer"); and WHEREAS, upon completion and closing of the transaction, including approvals by the respective owners of Transferor and Transferee, and governmental entities (the Federal Communications Commission and the Department of Justice) as defined herein, ownership and control of the Franchise and the System will be held by Transferee; and 6134 WHEREAS, after close of the transaction, Century Exchange LLC will be a General Partner and the majority owner of Transferee and Century Communications Corp. (Guarantor) is a parent of Transferee and therefore is willing to guarantee the obligations of Transferee; and WHEREAS, ownership interests in Century Exchange LLC will be transferred to ownership interests in Century Partnership Holdings, Inc, (MHoldings"), and Holdings therefore is willing to guarantee the obligations of Transferee; and WHEREAS, it is the intent of the City to approve the transaction whereby the Franchise and the System shall be ultimately held by Transferee; and WHEREAS, the City Council of the City of Arcadia has reviewed the Transfer as well as all relevant documents, staff reports and recommendations; and WHEREAS, pursuant to Ordinance No. 2084, the Transfer is subject to written consent of the City of Arcadia; and WHEREAS, pursuant to Ordinance No. 2084, the City may condition the Transfer with terms and conditions as reasonably determined by the City Council if the City deems it necessary to assure compliance with the terms of the Franchise as conditioned herein; and WHEREAS, based upon the evidence presented to the City Council, it has determined that it would be in the public interest to approve the Transfer as provided herein. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES FIND, DETERMINE, AND RESOLVE AS FOLLOWS: -2- 6134 SECTION 1, The City of Arcadia hereby consents to the Agreement relating to the Transfer of ownership and control of the Franchise granted to Cablevision of Arcadia/Sierra Madre, Inc. to Century-TCI California, L.P. SECTION 2. The City's approval of any change of ownership and control is subject to the condition that the owners of Transferor and Transferee and any other outside reviewers (e,g. FCC and DOJ) ultimately approve a transfer not materially different from the one presented to the City of Arcadia in the Transfer request dated January 13, 1999. If this condition is not met for any reason, any prior approval by the City shall automatically be null and void. SECTION 3, The City's approval of any change of ownership and control is subject to the further condition that Transferor, Transferee, Holdings and Guarantor execute a Transfer Agreement and Acceptance and Guarantee in form approved by the City. If this condition is not met for any reason, any prior approval by the City shall automatically be null and void. SECTION 4, This Resolution shall be in full force and effect from and after its passage, as provided by law. SECTION 5. That the City Clerk shall Certify to the adoption of this Resolution, Passed, approved and adopted this 17th day of August, 1999. Mayor ATTEST: 2<."~~~ . y Clerk \ Ar!tr::t(lTJJJ~ City Attorney -3- 6134 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No, 6134 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 17th day of August, 1999 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Harbicht, Marshall, Kovacic, Roncelli and Chandler NOES: None ABSENT: None 4 6134