HomeMy WebLinkAbout1998-R-24 RESOLUTION NO. 5 XgZ-*'-
RESOLUTION OF THE CITY OF JEFFERSONVILLE, 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 transfe~xed to Franchisee, (b) the Franchise is currbntly in full force 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 Franchise 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 consems toand 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, fi.om 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 al'mr the Qlosing Date.
SECTION 7. This Resolution shall have the force of a continuing agreement with
Franchisee and Transferee, and Franchise Authority shall not amend or otherwise alter
this Resolution without the consent of Franchisee and Transferee.
This Resolution shall be in full force and effect from ,and after its passage and
approval.
Passed this
ATTEST:
C. Richard Spence~Jr.
Clerk and Treasurer
Presiding Officer
Presented by,ne as Clerk an~d Tr.easurer to th...e MayOr of said
Jeffersonvillethis ,~ dayof ....~.~_~ . 199~__.
1997.
City of
C. Richard Spencer,/~r.
Clerk and Treasurer
This Resolution approved and signed by me ~is day of
~ Tl~oma's R. Galli~an, [¢fayor/~