HomeMy WebLinkAbout1999-005RESOLUTION NO. 9 9 - 0 5
RESOLUTION OF THE COUNTY COMMISSIONERS OF INDIAN
RIVER COUNTY, FLORIDA, APPROVING THE TRANSFER OF THE
CABLE COMMUNICATIONS FRANCHISE
WHEREAS, TCI OF NORTHERN NEW JERSEY, INC. ("Franchisee") is the duly
authorized holder of a franchise, as amended to date, authorizing Franchisee to serve the County
of Indian River, Florida ("the Franchise") and to operate and maintain a cable television system
("System"); and
WHEREAS, MEDIAONE ACQUISITIONS OF NORTHERN ILLINOIS, INC.
("MediaOne"), Franchisee and certain affiliates of MediaOne and Franchisee have entered into
an Asset Exchange Agreement dated October 9, 1998 (the "Agreement"), whereby Franchisee
has agreed to transfer to MediaOne or another direct or indirect subsidiary of MediaOne Group,
Inc. (a "MediaOne Affiliate") the assets of the System, including all right, title and interest of
Franchisee in the Franchise, subject to any required approval of the local franchise authority with
respect thereto (the transactions contemplated by the Agreement are referred to as the
"Transactions"); and
WHEREAS, MediaOne or a MediaOne Affiliate may, after the Transactions, assign or
transfer the Franchise to another MediaOne Affiliate; and
WHEREAS, to the extent the Franchise requires, MediaOne and Franchisee now seek
approval of the Transactions and have filed an FCC Form 394 with the County of Indian River,
Florida (the "Franchise Authority"); and
WHEREAS, the Franchise Authority has investigated the qualifications of the transferees
and finds them to be suitable transferees;
NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS
FOLLOWS:
Section 1. The Franchise Authority hereby consents to and approves the Transactions, to the
extent that such consent is required by the terms of the Franchise or applicable law.
Section 2. MediaOne, or such MediaOne Affiliate, hereby accepts the obligations of Franchisee
under the Franchise, subject to applicable law, which accrue from and after the date of
consummation of the Transactions.
Section 3. The Franchise Authority confirms that (a) the Franchise was properly granted or
transferred to Franchisee, (b) the Franchise is currently in full force and effect and will expire on
May 28, 2010, subject to options in the Franchise, if any, to extend such term, (c) the Franchise
supersedes all other agreements between the parties, (d) the Franchise represents the entire
understanding of the parties and Franchisee has no obligations to the Franchise Authority other
than those specifically stated in the Franchise, and (e) Franchisee is materially in compliance
with the provisions of the Franchise and there exists no fact or circumstance known to the
Franchise Authority which constitutes or which, with the passage of time or the giving of notice
or both, would constitute a material default or breach under the Franchise or would allow the
Franchise Authority to cancel or terminate the rights thereunder.
Section 4. MediaOne or MediaOne Affiliate may transfer the Franchise or control related thereto
to any MediaOne Affiliate upon notice to Franchise Authority.
Section 5. The Franchise Authority hereby consents to and approves the assignment, mortgage,
pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating thereto, as
collateral for a loan.
Section 6. The Franchise Authority releases Franchisee, effective upon the closing date of the
Transactions, from all obligations and liabilities under the Franchise that accrue on and after such
closing date; provided that, effective upon such closing date, MediaOne or MediaOne Affiliate
shall be responsible for any obligations and liabilities under the Franchise that accrue on and
after such closing date of the Transactions.
Section 7. This Resolution shall have the force of a continuing agreement with Franchisee and
MediaOne, and Franchise Authority shall not amend or otherwise alter this Resolution without
the consent of Franchisee and MediaOne.
Section 8. This Resolution shall be deemed effective upon the closing of the Transactions.
Approval of this transfer is contingent upon receipt of items specified in the
Franchise, such as certificates of insurance and a performance bond, within 30
days of the transaction closing between ATST/TCI and MediaOne.
The Resolution was moved for adoption by Commissioner Adams
and the motion was seconded by Commissioner Ginn, and upon being
put to a vote, the vote was as follows:
Commissioner Kenneth R. Macht, Chairman
Commissioner Fran B. Adams, Vice Chairman
Commissioner John W. Tippin
Commissioner Caroline D. Ginn
Commissioner Ruth Stanbridge
Aye
Aye
Aye
Aye
Aye
iith79 0
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PASSED, ADOPTED AND APPROVED this 1 9 day of January, 1999.
Bv:
ATTEST:
Clerk I\
nnet . Macht, Chairman
***************
I, the 1. 4W:signed, being the duly appointed, qualified and acting Clerk of the County of
Indian River, Florida, hereby certify that the foregoing Resolution No. _ is a true, correct and
accurate copy as duly and lawfully passed and adopted by the goveming body of the County of
Indian River, Florida, on the day of , 199 9
Clerk