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RESOLUTION NO. 5798
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, APPROVING THE CORPORATE
REORGANIZATION (CHANGE OF CONTROL) OF TELE-
COMMUNICATIONS, INC., THE PARENT COMPANY OF THE
FRANCHISE HOLDER, AND LIBERTY MEDIA CORPORATION
WHEREAS,
Tele-Communications,
Inc.
Cablevision
of
Arcadia/Sierra Madre, Inc. ("Grantee") is the duly authorized
holder of a franchise (as amended to date, the "FranChise")
authorizing the operation and maintenance of a cable television
system and authorizing Grantee to serve the City of Arcadia,
\
California (the "Grantor") with cable television services; and
WHEREAS, the ultimate parent company of Grantee is Tele-
Communications, Inc. ("TCI"); and
WHEREAS, Grantee has advised the Grantor that TCI and Liberty
Media Corporation are entering into a corporate reorganization and
after such reorganization will be subsidiaries of a new parent
company, TCI/Liberty Holding Company; and
WHEREAS, TCI and Liberty Media intend to reorganize and become
wholly owned subsidiaries of TCI/Liberty Holding Company ("Holding
Company").
The percentage ownerShip set forth in a January 31,
1994 TCI letter with respect to ownership of TCI, Liberty Media and
Holding Company will remain the same and as a result of the
reorganization,
TCI will continue to own Cablevision of
Arcadia/Sierra Madre, Inc.; and
WHEREAS, pursuant to the Franchise, the City of Arcadia has
authority to approve and disapprove of any change of control and
any related transfer or change and to condition said transfer.
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. Grantor consents to the TCljLiberty
reorganization. That the consent herein granted does not
constitute and shall not be construed to constitute a waiver of any
obligations under the Franchise. This consent is subject to the
following.
SECTION 2. Grantor hereby grants its approval provided that
Transferee provides a written agreement affirming that it has read
and fully understands the terms and conditions of the Franchise
dated July 5, 1985 and amended May 20, 1986 and that it agrees,
upon transfer, to assume all obI igations of subj ect Franchise
Agreement thereunder and acknowledging that it understands and
agrees to the terms and conditions of this Resolution and that it
operates the system in compliance with the terms and conditions of
the Franchise.
SECTION 3. All operations of the system and all terms and
conditions of the Franchise, including but not limited to,
liquidated damages, insurance requirements, construction
requirements, customer services, technical standards, performance
requirements, public access requirements and all local origination
requirements shall be the responsibility of the Transferee from the
effective date of the transfer.
SECTION 4. The approval set forth herein is predicated on the
representations made by authorized officials as set forth in the
attached correspondence incorporated as part of this Resolution.
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5798
SECTION 5. As a condition precedent to the approval of this
Resolution, Grantee (TCI) shall meet its current responsibilities
pursuant to the franchise documents and consistent with the
resolution extending the franchise term to July 4, 1~97..
Franchisee shall deposit the amount of $287,682 for access studio
equipment and operational support for such equipment for one year
(for a total of $287,682). Subsequently, on or before July 1,1995
and July 1, 1996, Grantee shall pay the City $15,000 (total
($30,000) for operational support for the provided equipment.
SECTION 6. That the City Clerk shall certify to the adoption
of this Resolution.
Passed, approved and adopted this 21st day June, 1994
?27<>~~. '7~~
Mayo of he ci of A adia
ATTEST:
ci
APPROVED AS TO FORM:
Ja~ tLe~~
City Attorney
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5798
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. 5798 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 21st day of June, 1994 and that said
Resolution was adopted by the following vote, to wit:
AYES: Councilmember Chang, Kuhn, Lojeski, Margett and Young
NOES: None
ABSENT: None
ci
of Arcadia
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5798