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RESOLUTION NO. 99-20 A RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF PULLMAN TV CABLE CO , INC, A WASHINGTON CORPORATION, WHICH HOLDS CERTAIN FRANCHISE RIGHTS TO OPERATE A CABLE COMMUNICATIONS SYSTEM WITHIN THE CITY LIMITS OF THE CITY OF MOSCOW, IDAHO, FROM THE CURREN! SHAREHOLDERS OF PULLMAN TV CABLE CO , INC TO THE CONTROL, DIRECTLY OR INDIRECTLY, OF ADELPHIA COMMUNICATIONS CORP., A DELAWARE CORPORATION. WHEREAS, THIS Council has been advised by representatives of Adelphia Communications Corporation, a Delaware corporation, (hereinafter sometimes referred to as "Adelphia"), that Adelphia desires to acquire control, directly or indirectly of Pullman TV Cable Co., Inc , A Washington corporation (hereinafter sometimes referred to as "Pullman Cable"), from Century Communications Corporation the ultimate parent corporation of Pullman Cable; and WHEREAS, Pullman TV Cable Co. is the current franchisee of certain franchise rights to operate a cable television system within the city limits of the City of Moscow granted under Moscow City Ordinance No. 91-24; and WHEREAS, this Council has been advised by Adelphia that Pullman Cable will continue to own and operate the cable TV system serving Pullman, and as the Operator and franchisee thereunder, will continue to abide by all commitments as set forth in Moscow City Ordinance No. 91-24; and WHEREAS, Adelphia has advised this Council that as the entity having direct or indirect control of Pullman Cable it will cause Pullman Cable to adhere to the provisions, terms and conditions of Moscow City Ordinance No. 91-24 including its obligation to provide local programming grants and funding, and agrees that its direct or indirect control of Pullman Cable shall be exercised by causing Pullman Cable to observe and abide by all rights and obligations arising out of said ordinance, subject to any federal or state preemption which has occurred or may occur after the adoption of this ordinance; and WHEREAS, Pullman Cable will continue to hold the Franchise and operate the cable communication system subsequent to the transfer of control to Adelphia; and WHEREAS, the City has reviewed the transfer application (including Federal communications Commission Form 394) and conducted its review of the legal, technical and financial qualifications of Adelphia; and WHEREAS, all written comments and staff reports have been received and made part of the record; and ---PAGE BREAK--- WHEREAS, Pullman Cable, Century and Adelphia have requested the City's consent to this transfer of control; and WHEREAS, the City believes it is in the City's interest to approve the transfer of control as described in the transfer application; WHEREAS, a public hearing was held on August 16, 1999 to receive public comment regarding the technical, legal, and financial qualifications of Adelphia to carry out the terms of the franchise; and WHEREAS, the City finds that it has not been shown that the City or the Cable TV subscribers will be damaged by the requested transfer of control; WHEREAS, it now appears to this Council that, in connection with the rights and obligations granted and incurred under Moscow City Ordinance No. 9!-24 to Pullman TV Cable Co., Inc., this Council should consent to the transfer of control of Pullman Cable from Century Communications Corp. to the control, directly or indirectly, of Adelphia Communications Corp. NOW, THEREFORE, BE IT RESOLVED by the City Council for the City of Moscow as follows I. That the transfer of control of Pullman Cable TV Cable Co., Inc, a Washington corporation, from Century Communications Corporation to the control, directly or indirectly of Adelphia Communications Corporation, a Delaware Corporation, pursuant to Section 11.02 of Moscow City Ordinance No. 91-24, be and hereby is approved; and 2. That the Mayor be and is hereby authorized to execute a Consent to Transfer Of Control, on behalf of the City of Moscow, Idaho in connection with the transfer of control of Pullman Cable under Moscow City Ordinance No. 91-24; provided, however, that the City of Moscow reserves the right to approve any future assignment of the rights of Pullman Cable under such Ordinance or any future transfer or other transaction whereby control of Pullman TV Cable Co., Inc. is held other than directly or indirectly by Adelphia Communications Corp.; and 3. That this consent is contingent upon written acceptance by Adelphia Communications Corp. on behalf of Pullman TV Cable Co., in form acceptable to the Moscow City Attorney, of all terms and conditions of Ordinance 91-24 including its obligation to provide local programming grants and funding; and 4. That, in accordance with Exhibit 3 of Federal Communications Commission Form 394, if in the future Adelphia and/or Pullman Cable offer services other than those currently authorized by the City's franchise and any applicable laws, Adelphia and/or Pullman Cable will obtain any necessary federal, state or local authorization prior to the ---PAGE BREAK--- introduction of such services over the City's system. Implicit in this statement is the obligation to pay to the City any fees, taxes or other assessments as may be lawfully levied. 5. That this consent is contingent upon full payment of a one-time cable franchise transfer processing fee of five hundred dollars ($500.00) prior to transfer of control of Pullman TV Cable Co. to Adelphia Communications Corporation and upon receipt of Adelphia Communications Corp.'s acknowledgment in writing that it will cause Pullman TV Cable Corp. to satisfy any amount owed by Pullman TV Cable Co. to the City of Moscow that remains unpaid. Pas by the C Council of the City of Moscow and Approved by the Mayor this day of , !999. > ---PAGE BREAK--- CONSENT TO TRANSFER OF CONTROL Pursuant to Moscow City Council Resolution No. 99-20, City of Moscow, State of Idaho, does hereby consent to the transfer of control of Pullman TV Cable Co., Inc., a Washington corporation, from Century Communications Corp., a New Jersey corporation, to the control, directly or indirectly, of Adelphia Communications Corp., a Delaware Corporation. J Dated this ,,r;{;:t'7day of_.=A .=_cs_c_7 _ 1999. CITY OF MOSCOW, a municipal Corporation of the State of Idaho ---PAGE BREAK--- . . ACCEPTANCE OF FRANCHISE COMES NOW PULLMAN TV CABLE CO., INC., ("GRANTEE") and in consideration of the granting of consent to transfer of control of GRANTEE to Adelphia Communications Corporation and in respect of the franchise (Ordinance 91-24; 12/16/91) granted by the City of Moscow, Idaho ("CITY") to GRANTEE, a copy of which is appended hereto, GRANTEE hereby agrees as follows: 1. GRANTEE accepts all terms and conditions of said franchise granted by Moscow City Ordinance Number 91-24, including amendments thereto, subject to any federal or state preemption which has occurred or may occur after the adoption of such ordinance, to be effective as of Q J , 1999, the date of the consummation of such transfer of control. 2. GRANTEE shall pay to CITY all funds, monies, or grants owed to CITY by Pullman TV Cable Co., Inc. prior to, or subsequent to, the transfer of control to Adelphia Communications Corporation. 3. Concurrently with delivery of this Acceptance of Franchise, GRANTEE is delivering a check in the amount of five hundred dollars ($500.00) to CITY for its expenses in granting its consent to the transfer of control of GRANTEE. 4. That the franchise and this agreement constitute the agreement between the parties and that any modification shall be in writing. IN WITNESS WHEREOF, the President and Secretary have caused this acceptance of franchise agreement to be executed on the J/'day of 99. PULLMAN TV CABLE CO., INC. (SEAL)