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RESOLUTION NO. 5576
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, GRANTING APPROVAL OF THE
TRANSFER OF THE ARCADIA CABLE TELEVISION SYSTEM
WHEREAS, Cablevision of Arcadia/Sierra Madre, Inc., a Delaware
Corporation (Grantee) is the duly authorized holder of a franchise,
permit, license or other authorization (Franchise) authorizing the
operation and maintenance of a Cable Television System and
authorizing Grantee to serve the City (Grantor) with Cable
Television Services; and
WHEREAS, in 1988, the city of Arcadia consented by Resolution
No. 5428 to a change in the ownership of Daniels and Associates,
Inc. to united Artists Holdings, Inc.; and
WHEREAS, united Artists Entertainment Company has requested
City approval of a transfer of the stock of Grantee to United Cable
Television Corporation, a wholly owned subsidiary of united Artists
Holdings, 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.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION l. That the Grantor hereby consents to the change in
ownership of the stock from Daniels and Associates, Inc., to United
Cable Television Corporation (Transferee).
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SECTION 2. That the consent herein granted does not
constitute and shall not be construed to constitute a waiver of any
obligations under the Franchise.
SECTION 3. 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 obligations of subject 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 4. 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 management responsibility of the Transferee from the
effective date of the transfer.
SECTION 5. The approval set forth herein is predicated on the
following representations made by authorized officials of united
Artists Entertainment Company, Daniels and Associates, Inc. and
united Cable Television Corporation:
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a. united Cable Television Corporation is controlled by
united Artists Holdings, Inc. When the stock is transferred,
united Artists Holdings, Inc., and united Artists Entertainment
Company will still control Cablevision of Arcadia/Sierra Madre,
Inc.
b. The proposed transaction is for internal corporate
restructing purposes and will not effect the daily control or
operations of Cablevision of Arcadia/Sierra Madre, Inc.
c. Daniels and Associates Inc. and united Cable Television
Corporation share common slates of officers and directors.
d. No change in local management shall occur because of the
proposed transfer.
e. After the transfer, the stock of the cable franchisee will
continue to be held by a subsidiary of united Artists Holdings,
Inc. There is no change of control of the entity which owns the
stock of the Cable Franchise.
SECTION 6. As a condition precedent to the approval of this
Resolution, the duly authorized representatives of the entities
referred to in Section 5 shall represent, warrant and certify that
the factors set forth in Section 5 above are true and correct.
This warranty is to be provided in writing to the Arcadia city
Attorney and must be approved by him prior to action on this
Resolution. Any violation of the terms and representations set
forth in this Resolution and the warranty document to be provided
herein shall constitute grounds to nullify this transfer and the
Franchise.
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SECTION 7. That the City Clerk shall certify to the adoption
of this Resolution.
Passed, approved and adopted this 2nd day of April, 1991.
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Mayor the ci of A adia
ATTEST:
Arcadia
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. 5576 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 April, 1991 and that said
Resolution was adopted by the following vote, to wit:
AYES: Councilmember Ciraulo, Gilb, Harbicht and Young
NOES: None
ABSENT: Councilmember Fasching
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