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HomeMy WebLinkAbout5295 RESOLUTION NO. 5295 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA GRANTING CONDITIONAL APPROVAL OF THE TRANSFER OF THE ARCADIA CABLE TELEVISION SYSTEM THE CITY COUNCIL OF THE CITY OF ARCADIA DOES HEREBY DETERMINE AS FOLLOWS: , I' "......',Whereas, Group W Cable, Inc., a New York Corporation (Group W Cable) through GWC 1, Inc., a wholly-owned subsidiary of Group W Cable (subsidiary) operates and maintains a cable 1. television system (System) in the City of Arcadia (Grantor) i" pursuant to the City of Arcadia CATV Franchise Agreement dated July 5, 1985, and as amended May 20, 1986 (Franchise); Whereas, Group W Cable's parent corporation, Westinghouse Broadcasting and Cable, Inc., an Indiana Corporation (Westing- house), desires to sell and transfer all of the issued and outstanding shares of the capital stock of Group W Cable, ~ " . "~.~, Inc. (Grantee) to Daniels & Associates, Inc., a Delaware Corp- . ~.;.\.:...~~~::~..~ - " :..,', :~,2;:,'oration; TCI Holdings, Inc., a Colorado Corporation; Ameri- \' ~\' '.. ../ '. : I: . , can Televisionand Communications Corporation (ATC), a Dela- " " , .' ware Corporation; Comcast Corporation, a Pennsylvania Corpora- " , . . /.. , , ,tion; Century Southwest Cable Television, Inc., a Delaware !. - .-........ Corporation (or their designated affiliates or assignees, .-:,'. collectively referred to as the Buyers as specifically set forth on Exhibit A hereto) and thereby intends to transfer control of Group W Cable, Inc. to the Buyers; Whereas, Buyers intend to transfer " " " the Arcadia system or control of the subsidiary to Daniels ,. , ...._.:.:.;..-...4:...~.;.........._... . .":'. ...-.,..... -...,.:..-.... .... Jo.... .~~.:._ 4+ .'-_.....~~-. .-",'- ....;-.., . & Associates, Inc., (Transferee) as soon as possible. Whereas, pursuant to the Franchise, the City of Arcadia has the authority to approve or disapprove of the sale or change of control of the Grantee; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. In accordance with Section 7, Limitations of Franchise, Grantor hereby consents, subject to the terms and conditions listed below, to the sale by ,Westinghouse of all the issued and outstanding shares of capital stock of Group W Cable, Inc. (and the transfer of control of Group " W,Cable) to the Buyers on a specified date to take place on or before August 1, 1986, subject to the following: A. All operations of the system and all terms and condi- tions of the Franchise including but not limited to liquidated damages, insurance requirements, construction requirements, customer service, technical standards, performance require- ments, public access requirements and all local origination requirements shall be the management responsibility of the Transferee from the effective date of the transfer of stock , ' from Westinghouse to the Buyers. B. The Buyers have submitted a certificate, dated as of April 16, 1986, (Exhibit B) which confirms, on behalf of the Buyers, that during the time period that the Buyers pur- chase the stock of Group W Cable, Inc., and the subsequent transfer of the system to Daniels & Associates, Inc., that all rights, duties and obligations of the Franchise will be upheld. I I -2 - . , .. . .....~..... . ~.....- , ' .-" ,-~--...'------ .. - ....., .~ -,. -- ; 'i : : " ; , , , " , l: . " !: i ~'. :'. , " , ' I" ::. .' q.: :: :! ". " \1., .... ii --. , ~ i' II I' Ii Ii j; \ ~ , II I: " C. That the Buyers transfer all stock assets and control of the system to Transferee within six months after the date of this Resolution. SECTION 2. The Grantor hereby grants its approval to the subsequent transfer of either the Arcadia cable system or the stock of the subsidiary to Daniels & Associates, Inc., provided, however, that such subsequent transfer is approved hereby only if it takes place no later than six months after the date of this Resolution and that Daniels & Associates, Inc., provides a written agreement (Exhibit C) 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 it to assume all obligations thereof and acknowledging that it understands and agrees to the terms and conditions of this Resolution and that it oper- . ates the system in substantial compliance with the terms and conditions of the Franchise during the period that Buyers purchase the stock of Group W Cable, Inc., and the subsequent transfer of the system or the stock of the subsidiary to Daniels & Associates, Inc. SECTION 3. In the event that condition 1.c. of this Resolution is not met, the Buyers and the Transferee may re- quest an 'extension beyond the six month period subject to the following: A. The request is made in writing to the City at least 15 days prior to the expiration of the six month period. B. The Buyers and the Transferee demonstrate good faith and good cause for the extension to the satisfaction of the City. .._-';-',~.~:.~.~';'~,...~ - - 3, .~.~.:;,...... .... ...'-- .., '........... . .' ,'" .~. '4_' __.......-_"".~ ,- . . ...J"-_". C. That the enacted extension may be subject to condi- tions of the City that are reasonably related to the extension request. D. That such extension request shall not be unreasonably denied. E. That in the event of a denial, the Grantee shall have a period of an additional three months to submit a pro- posal to respond to and remedy the basis for such extension denial. F. That the extension be enacted by a Resolution of the City Council.! SECTION 4. Approval granted in this Resolution is condi- tional provided that the Buyers and Transferee meet all of the terms and conditions as set forth herein. SECTION 5. That the City Clerk shall certify to the adoption of this Resolution. Passed, approved and adopted this20thday of May, 1986. -.qO"rd ~q/ Mayor 0 the Ci y ~f Ar4!adia ; !" . , ATTEST: ~2t;;~ City Clerk of the City of Arcadia , ,. , , I - 4 - ". . .....;.---.,.. _..--........._~-_.... ."'-'" .. <_ ..-_-.4 ~ ,. , i: :, , I' j: i. l! " ..' ;; Ii .. .. " " if i I 1 STATE OF CALIFORNIA) COUNTY OF LOS ANGELES)SS: CITY OF ARCADIA) I, CHRISTINE VAN MAANEN, Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 5295 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 20th day of May 1986, and that said Resolution was adopted by the following vote, to wit: AYES: Councilmen Chandler, Gilb, Har~cht, Lojeski and Young NOES: None ABSENT: None ~~ City Clerk of the City of Arcadia - 5 - .,...-J._.-......_.......:......._...:...~ ......... . .:.......~_..:....... . ..':.". __h",,':_,:_ ;..-" .... ~'.- .-....,-.- -.,. .. EXHIBIT A AFFILIATES OR'ASSIGNEES OF nUYERS OF STOCK OF GROUP 11 CABLE, WC. I. Affiliates or Assignees of Comcast 'Corporation: ../~:. I. Comcast Cablevision of Alabama '2. Comcast Cablevision of California 3. Comcast Cablevision of Connecticut 4. Comcast Cablevision of Florida S. Comcast Cablevision of the Southeast !! II. Affiliates or Assignees of American Television & Communications Corporation: A joint venture consisting of American Television and Communications Corporation ("ATC") a Delaware corporation. and KBLCOM, Incorporated, a Texas corporation which is a wholly owned subsidiary of Houston Industires Inc., a Texas corporation. Ill. Affiliates or Assignees of Daniels & Associates, Inc.: Oaniels - Hauser Holdings . . - -----.----,. - ~ EXIlillIT B CERTIfICATE Dated as of April 16, 1986 To: GrouP W Cable franchising Authorities As you know, the undersigned have contracted to purchase all of the stock of Group W Cable, Inc. Various franChising authorities have inquired as to the responsioilities of Group W Cable, Inc. and its new stockholders during the periOd between I the stock purchase and'the subsequent transfer of a particular cable system to its specific owner. We hereby confirm that during such periOd Group W Cable, Inc. and its subsidiaries will remain bound by all of their respective cable television franchises and all other applicable ordinances and provisions of law, and will continue to be subject to all of t~eir respective rights, duties and obligations thereunder. AMERICAN TELEVISION AND COH~AT~ATION By, Jt /~ )L- T1 t e: s:A. 1./. f. , e: By COHCAST CORPORATION cfl q[!t~ro /T 1e:..Iv OAfllEl S INC. TCI HOLDINGS, INC. By, ~.~~ . TItle: .']:7-. ~t1r-I , , EXHIBIT C Daniels & Associates, Inc. hereby confirms that it has read and fully understands the terms and conditions of the Arcadia Cable Television Franchise dated July 5, 1985, and amended Hay~, 1986, and that it agrees upon transfer to it of the system or the stocK,of the Subsidiary that owns the system to assume the Obligations thereof. Oaniels & Associates, Inc. also aCKnowledges that it understands and agrees to the terms and conditions of the Resolution of the City of Arcadia regarding the transfer of the Arcadia cable , television system and that it will operate the system in compliance with ,the terms and conditions of the franchise during the period that the Buyers purchase the stock of Group W Cable, Inc. and the subsequent transfer of the system or the stocK of the subsidiary to Daniels & Associates, Inc. ;. DAlIIELS & ASSOClhTES, INC. . ~ ': : ~- .~.., '. : :~. 'v~.;",~~:..:~ -.< ...., . :'~. :,... . ..:.,"".. , !. a S-~,9..J