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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:
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"......',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
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television system (System) in the City of Arcadia (Grantor)
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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,
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. "~.~, Inc. (Grantee) to Daniels & Associates, Inc., a Delaware Corp-
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can Televisionand Communications Corporation (ATC), a Dela-
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ware Corporation; Comcast Corporation, a Pennsylvania Corpora-
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,tion; Century Southwest Cable Television, Inc., a Delaware
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Corporation (or their designated affiliates or assignees,
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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
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the Arcadia system or control of the subsidiary to Daniels
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& 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
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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
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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.
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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.
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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.
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Mayor 0 the Ci y ~f Ar4!adia
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ATTEST:
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City Clerk of the City of Arcadia
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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
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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
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City Clerk of the City of Arcadia
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EXHIBIT A
AFFILIATES OR'ASSIGNEES OF
nUYERS OF STOCK OF GROUP 11 CABLE, WC.
I. Affiliates or Assignees of Comcast 'Corporation:
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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
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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
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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
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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. ,
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By
COHCAST CORPORATION
cfl q[!t~ro
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OAfllEl S
INC.
TCI HOLDINGS, INC.
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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
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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.
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DAlIIELS & ASSOClhTES, INC.
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