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HomeMy WebLinkAbout1998-R-19RESOLUTION NO. RESOLUTION OF THE CITY OF JEFFERSON¥ILLE, INDIANA APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE WHEREAS, Insight Communications Company, L.P. ("Franchisee") owns, operates, and maintains a cable television system ("System") in the City of Jeffersonville, Indiana (the "Franchise Authority"), pursuant to a Franchise Contract dated March 17, 1997 (the "Franchise"), and Franchisee is the duly authorized holder of the Franchise; and WHEREAS, Franchisee, TCI of Indiana Holdings, LLC ("TCI"), and Insight Communications of Indiana, LLC (Transferee"), together with certain other related parties, are parties to an Asset Contribution Agreement and an Operating Agreement, pursuant to which the System and the Franchise will be transferred to Transferee (the "Transfer"); and WHEREAS, Franchisee and Transferee have requested consent by the Franchise Authority to the Transfer in accordance with the requirements of the Franchise and have filed an FCC Form 394 with the Franchise Authority; and WHEREAS, the Franchise Authority has investigated the qualifications of Transferee and finds it to be a suitable transferee; NOW THEREFORE BE IT RESOLVED BY THE, FRANCHISE AUTHORITY AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Transfer, all in accordance with the terms of the FranchiSe. SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly granted or transferred to Franchisee, (b) the Franchise is currently in full rome and effect and will expire on March 17, 2012, 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 Franch~ise or would allow the Franchise Authority to cancel or terminate the rights thereunder. SECTION 3. Transferee may transfer the Franchise or control related thereto to any entity controlling, controlled by, or under common control with Transferee. SECTION 4. 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 5. This resolution shall be deemed effective upon the closing of the Transfer (the "Closing Date"). SECTION 6. The Franchise Authority releases Franchisee, effective upon the Closing Date, from all obligations and. liabilities under the Franchise that accrue on and after the Closing Date; provided that Transferee shall be responsible for any obligations and liabilities under the Franchise that accrue on and after the Closing Date. SECTION 7. This Resolution shall have the force of a continuing agreemem with Franchisee and Transferee, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Transferee. PASSED, ADOPTED AND APPROVED this day of ,1998. ATTEST: By:. City Clerk I, the undersigned, being the duty appointed, qualified and acting Clerk of the City of Jeffersonville, Indiana, hereby certify that the foregoing Resolution No. is a tree, correct and accurate copy as duly and lawfully passed and adopted by the governing body of the City on the day of ~ 1998. City Clerk TI-] TOM GALLIGAN Mayor DEPARTMENT OF LAW ANNE MARIE SEDWICK City-County Building 501 E. Court Avenue Jeffersonville, Indiana 47130 (812) 285-6491 FAX (812) 285-6468 DATE: TO: FROM: RE: June 10, 1998 City Council Members Anne Marie Galligan Cable Television Franchise The transfer agreement binder may be viewed in the City Attorney's Office. Please feel free to call should you have any questions. -' INSIGHT '~Oe..% June 5, 1998 [Via Federal Express] City of Jeffersonville City-County Building 501 East Court Avenue Jeffersonville, 1N 47130 Ladies and Gentlemen: This letter is to notify you of certain transactions involving your local cable television operator Insight Communications Company, L.P. ("Insight"). Insight has entered into an Asset Exchange Agreement, an Asset Contribution Agreement, and an Operating Agreement with TCI of Indiana Holdings, LLC ("TCI"), pursuant to which the cable television system in your community (the "System") will be transferred to Insight Communications of Indiana, LLC ("Insight LLC"). Insight LLC is a Delaware limited liability company that is owned 50% by TCI and its affiliatesl.and 50% by Insight. Insight will manage the Insight LLC following closing, including the operations of the System in your community. Accompanying this letter is a completed FCC Form 394 with detailed information regarding Insight LLC's qualifications, all required exhibits and documentation, and a proposed transfer resolution. We respectfully request your consent to the transfer of the franchise in your community to Insight LLC. We believe the enclosed materials provide you with the information necessary to make a speedy determination on out request. If it is acceptable, please place this item on the next agenda. The closing of the transaction is expected to occur early in October 1998 or sooner if all required regulatory approvals have been obtained. I would appreciate yom' countersigning and dating a copy of this letter and returning the countersigned copy to me so that we have a record of your receipt of the enclosed materials. 34081ndu~rialParkway Jeffersonvill~ IN 47130 812o288-6471 812.288o2818 FAX Thank you for your assistance. Please call me at (812)288-7334 if you have any questions. Please also feel free to call the Insight LLC representative, Kim D. Kelly who can be reached by telephone at (212) 371-2266. Sincerely, Name: Bob Lillie Title: General Manager Receipt on this '~ day of June, 1998 of this letter and the FCC Form 394, including attachments, is hereby acknowledged.