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RESOLUTION NO. 6088
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ARCADIA, CALIFORNIA, APPROVING
THE CHANGE OF CONTROL OF TCI
CABLEVISION OF SIERRA MADRE/ARCADIA INC.,
FROM TELE-COMMUNICATIONS, INC. (MTRANSFEROR")
TO AT&T CORP. (MTRANSFEREE")
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, the City Charter, 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 of Arcadia (MCity")
approved the renewal of a cable television franchise (the "Franchise") with TCI
Cablevision of Sierra Madre/Arcadia, Inc. ("Franchisee") pursuant to Ordinance No.
2084, effective June 19, 1998, (the "Franchise Renewal Resolution")
for a term of seven (7) years plus a conditional three (3) year extension within the
City (the "System"); and
WHEREAS, the Transferor and Transferee have filed a written application with
the City, (the" Application") wherein it has requested the consent of the City
to the change of control of the Franchisee to the Transferee (the "Change of
Contron; and
WHEREAS, an Agreement has been executed by the Transferee confirming
various commitments and conditions; and
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WHEREAS, upon completion and closing of the Change of Control, including
approvals and reviews by respective shareholders, and governmental entities (Federal
Communications Commission and the Department of Justice) as defined herein,
control of the Franchisee will be ultimately controlled by Transferee;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA DOES FIND, DETERMINE, AND RESOLVE AS FOLLOWS:
SECTION 1. The City of Arcadia hereby consents to the Agreement relating to
the Change of Control of TCI Cablevision of Sierra Madre/Arcadia, Inc.
from TCI to AT&T.
SECTION 2. This action is predicated on full by Transferee
with the above referenced Agreement.
SECTION 3. The City's approval of any Change of Control in turn is subject to
the condition that the shareholders and any other outside reviewers (e.g. FCC and
DOJ) ultimately approve a merger not materially different from the one presented to
the City of Arcadia in the Change of Control request dated August 14, 1998 and
received September 16, 1998. If this condition is not met for any reason, any prior
approval by the City and this Agreement would automatically be null and void and the
Change in Control is deemed denied as of the date of this Resolution.
SECTION 4. If TCI and AT&T do not execute and deliver the Change of
Control Agreement to the City within fifteen (15) days of approval of this transfer,
the transfer shall be deemed denied without prejudice as of February 2, 1999.
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SECTION 5. This Resolution shall be in full force and effect from and after its
passage, as provided by law.
SECTION 6. That the City Clerk shall Certify to the adoption of this
Resolution.
Passed, approved and adopted this
2nd
day of February, 1999.
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES}
CITY OF ARCADIA )
I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the
foregoing Resolution No. 6088 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 2nd day of
February
, 1999 and that
said Resolution was adopted by the following vote to wit:
AYES: Councilmember Chandler, Harbicht, Marshall, Roncelli and Kovacic
NOES: None
ABSENT: None
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