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HomeMy WebLinkAbout5798 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. 1 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. 2 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 3 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 4 5798