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RESOLUTION NO. 7498-00 BY: Corrigan, FitzGerald, George,
<br /> Seelie, Skindell, Smith.
<br />
<br /> A RESOLUTION of the City of Lakewood conditionally approving the request to
<br />transfer control of the cable franchise from Cablevision to Adelphia.
<br />
<br /> WHEREAS, Cablevision of the Midwest, Inc.; an indirect wholly-owned subsidiary of
<br />Cablevision Systems Corp. (collectively, "Cablevision"), has the right to own, operate and
<br />maintain a cable system in the City of Lakewood, Ohio pursuant to a Franchise Agreement
<br />granted by Ordinance No. 55-82, adopted September 20, 1982 (the "Cable Franchise"); and
<br />
<br /> WHEREAS, Adelphia Communications Corporation ("Adelphia") and Cablevision have
<br />entered into a Merger Agreement dated as of December 8, 1999 (the "Merger Agreement") to
<br />transfer control of Cablevision of the Midwest, inc. and the Cable Franchise to Adelphia (the
<br />"Transfer of Control"), which Merger Agreement provides that Cablevision of the Midwest, Inc.
<br />will become a wholly-owned subsidiary of Adelphia and will be renamed Adelphia General
<br />Holdings III, Inc., and will hold the Cable Franchise and operate the cable system in the City;
<br />and
<br />
<br /> WHEREAS, on February 14, 2000, Cablevision and Adelphia submitted an FCC Form
<br />394 dated February 4, 2000 to the City, which described the Merger Agreement and Transfer of
<br />Control and requested that the City approve the Transfer of Control; and
<br />
<br /> WHEREAS, after reviewing the FCC Form 394 and other information submitted by
<br />Cablevision and Adelphia, the City determined that the FCC Form 304 was incomplete and
<br />requested additional information from Cablevision anct Adelphia in order to consider the effect of
<br />the proposed Transfer of Control on the health, safety and welfare of the citizens of Lakewood
<br />and to perform its due diligence review of the technical, legal and financial ability of Adelphia to
<br />perform the obligations of the Cable Franchise, which additional information was supplied; and
<br />
<br /> WHEREAS, the City, pursuant to Section 617' of the Cable Act [47 U.S.C. 537], must act
<br />on the request for consent to the Transfer of Control of the Cable Franchise within one hundred
<br />twenty (120) days of receiving a complete FCC Form 394, which time period has been extended
<br />to and expires on August 3, 2000, and this Council has only one scheduled meeting prior to that
<br />date, on July 17, 2000; and
<br />
<br /> WHEREAS, the City has. determined to conditionally approve the transfer Of Control,
<br />provided that certain conditions as set forth in this Resolution are met; now, therefore,
<br />
<br /> BE IT RESOLVED BY THE COUNCIL OF THE CITY OF LAKEWOOD, STATE OF
<br />OHIO:
<br />
<br /> Section 1. That the City of Lakewood hereby consents to and approves the Transfer
<br />of Control of the Franchise to Adelphia Communications Corporation, provided the following
<br />conditions are met at the time of the actual Transfer of Control: :
<br />
<br />Adelphia shall provide the City with a Good Standing Certificate To Do Business
<br />In The State Of Ohio for Adelphia General Holdings III, Inc.
<br />
<br />Adelphia shall assume the continuing obligation with respect to any liabilities and
<br />obligations incurred by Cablevision prior to the proposed Transfer of Control.
<br />
<br />Adelphia shall not charge a monthly rental fee for an additional outlet, and any,
<br />monthly maintenance fee for such additional outlet shall only be charged if the
<br />subscriber chooses to participate in an optional program.
<br />
<br />D. Cable Modem Service
<br />
<br />(1)
<br />
<br />Adelphia shall provide a timetable for the provision of cable modem
<br />service to the City.
<br />
<br />Roth,
<br />
<br />
<br />
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