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HomeMy WebLinkAbout5576 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). 1 5576 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: 2 5576 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. 3 5576 SECTION 7. That the City Clerk shall certify to the adoption of this Resolution. Passed, approved and adopted this 2nd day of April, 1991. ?7;hr~~r 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 J city the 4 5576