HomeMy WebLinkAboutResolution 95-279 11/06/1995 FZesolution No. 95-279 N ~.s.
1 of the City of Petaluma, California
2
3 RESOLUTION OF THE CITY OF PETALUMA APPROVING THE CHANGE OF
4 CONTROL OF FRANCHISEE `
5
6 WHEREAS, Tele-Vue Systems, Inc., dba Viacom Cablevision ("Franchisee") is the duly
7 authorized holder of a franchise (as amended to date, the "Franchise") authorizing the operation
8 and maintenance of a cable television system (the "System") and authorizing Franchisee to serve
9 the City of Petaluma (the "Franchise Authority") with cable television services; and
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11 WHEREAS, Viacom International, Inc., a Delaware corporation ("Viacom"), awholly-
12 owned subsidiary of Viacom, Inc., ("VI") is an indirect parent of Franchisee; and
13
14 WHEREAS, VI, Viacom, Tele-Communications, Inc., a Delaware corporation ("TCI"),
15 and TCI Communications, Inc., a Delaware corporation and wholly owned subsidiary of TCI
16 ("TCIC"), are parties to some or all of the following: a Parents Agreement, an Implementation
17 Agreement, and a Subscription Agreement (the "Agreements"); and
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19 WHEREAS, upon the consummation of the transactions contemplated by the
20 Agreements (the "Transactions"), TCIC will acquire all of the outstanding common stock of
21 Viacom and become the indirect parent of Franchisee; and
22
23 WHEREAS, upon the consummation of the Transactions, the Franchisee will continue to
24 directly own and operate the System; and
Rcs. No .............95.-..2.79 N.cs.
1
2 WHEREAS, Franchisee and TCIC have requested consent by the Franchise Authority to
3 the Transactions; and
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5 WHEREAS, the Transactions are deemed to be in the best interests of the residents of the
6 City of Petaluma.
7
8 NOW, THEREFORE, BE IT RESOLVED by the City of Petaluma as follows:
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10 SECTION 1. The Franchise Authority hereby consents to and approves the Transactions, all in
11 accordance with the requirements of the Franchise.
12
13 SECTION 2. Any interest in Franchisee, or control related thereto, may be transferred to any
14 entity controlled by, controlling or under common control with the current holder of such
15 interest upon notice to the Franchise Authority of any such transfer.
16
17 SECTION 3. The Franchise Authority hereby consents to and approves the assignment,
18 mortgage, pledge or other encumbrance, if any, of the Franchise, System, or assets relating
19 thereto, or of the interests in Franchisee, as collateral for a loan.
20
21 SECTION 4. The Franchise Authority confirms that, as of the date of this Resolution: (a) the
22 Franchise was properly granted to Franchisee, is valid, remains in full force and effect and
23 expires on August 19, 2010, subject to options, if any, to extend such term; (b) the Franchise
Ord. 95-279 NCS
1 supersedes all other agreements between Franchisee and the Franchise Authority and represents
2 the entire understanding of the parties; and (c) Franchisee is materially in compliance with the
3 provisions of the Franchise and there are no material unfulfilled commitments of Franchisee
4 under the Franchise at this time.
5
6 SECTION 5. TCIC acknowledges and agrees that Franchisee is liable for any underpayment of
7 franchise fees due to the Franchise Authority as of the date the Transactions are consummated.
8
9 SECTION 6. TCIC has certified that it will comply with the terms of the existing franchise and
10 local ordinances and related regulations.
11
12 SECTION 7. Grantee shall not factor goodwill into any rate regulation cost of service showing
13 that Grantee submits unless anal until the Federal Communications Commission so allows.
14
15 SECTION 8. This Resolution shall be deemed effective as of the closing date of the
16 Transactions.
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18 reso/Icc
Under the power and authority conferred upon this.Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) ~KZ~1) meeting fO~'
on the ...6th day of ..-----•---November.....--------••-----....., 19.95.., by the
following vote : ~ , -
ity`Attorney
AYES: Maguire, Read, Barlas, Vice Mayor Shea, Mayor Hilligoss
NOES: None
ABSENT: Hamilton, Sto -
ATTEST :
City Clerk Mayor
Council File
CA 10-85 ~ Res. No . ............9.5 .2,7.9 N.C.S.