HomeMy WebLinkAboutCC-11-20-95-02 Jones Cable TV FranchiseNOV-27-95 [iON 11:10 ,_ GORDON BYERS Fag NO, 317 773 3274
RESOLUTION NO. CCtt-20-95-02
A RESOLUTION PROVIDING FOR THE TRANSFER AND
ASSIGNMENT OF A CABLE TELEVISION FRANCHISE
WHEREAS, the City of Carmel, Indiana (the "City") has granted to IDS/Jones
Growth Partners S7-A, Ltd., a Colorado limited partnership ("Partners"), as successor-in-
interest to AoouCable Co., a franchise to operate a cable television system via Agreement
dated December 7, 1987, and Resolution No. 12-7-87-2, dated December 7, 1987, as
amended by (i) Resolution No. 8-15-88-i, dated AUgUst 15, 1988 and (11) Amendment to
WHEREAS, Partners has agreed to sell to Jones intercable, Inc. ("Jones"), as
assigned to its wholly-owned subsldlary, Jones Cable Holdings. Inc. CJCH"), all of the
assets of its cable television serving the City (the "System"), including its rights under the
non-exclusive Franchise, pursuant to a Purchase and Sale Agreement (the "Purchase
Agreement");
WHEREAS, a subsidiary of Jones is the managing general partner of Partners;
WHEREAS, Jones has negotiated an Asset Exchange Agreement (the "Exchange
Agreement"), as assigned to JCH, with Time Warrior Enterteinment-Advance/Newhouse
Partnership, a New York general partnership CTWEAN"), pursuant to which JCH will,
upon acquisition of the System, convey to TWEAN substantially all of the assets of the
System, including Re fights under the non-exclusive Franchise;
WHEREAS, the parties have filed e Form 394 with the City relating to the transfer
Of the non-exclusive Franchise to TWEAN; end
WHEREAS, the non-exclusive Franchise requires the City's consent to any transfer
or assignment of the non-exclusive Franchise;
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE COMMON COUNCIL
OF THE CITY OF CARMEL, INDIANA:
1. Subject to the consummation of the sale of the System and the assignment of
the non-exclusive Franchise from Partners to JCH (notice ef which will be given to the
City), the City authorizes and consents to, in all respects, the a~signment and trantfer by
JCH of the non-exclusive Franchise to TWEAN, it~ suc,~essors and assigns, end the
assumption by TWEAN of the obligations of JCH under the non-exclusive Franchise that
relate to periods from and after the date of dosing of the Exchange Agreement.
2. The foregoing Goneant to the assignment and transfer of the non-exclusive
Franchise shall be effective upon the closing of the sale of the System by JCH to
TWEAN. Notice of such closing date shall be given to the City.
NOV-27-95 rlON 11: 11 - GORDON BYERS FAX NO. 31 ? 7?3 3P74 P. 03
3. The City confirms that: (a) the non-exclusive Franchise was properly granted;
(b) the non-exclusive Fmn;hise is currently in full force and effect and expires on
December 7, 2007; (c) Partners is recognized as the present holder and owner of the
non-exclusive Franchise; (d) the non-exclusive Franchise supersedes all other
agreements between the City and Partners and represents the entire understanding
between the City and Padners with respeGt to the System and Partners' provision of cable
television and other telecommunications services within the City; (e) Partners is materially
in compliance with the provision~ of the nQn-exGlusive Franchise; and (f) there exists no
known fact or circumstance which constitutes or which, with the passage of time or the
giving of notice or both, would constitute a default or breach under the non-exclusive
Franchise, or would allow the City to cancel or terminate the dghts thereunder except
upon the expiration of the full term thereqf,
Adopted by the Common Council of the City of Carreel, Indiana, on this {7/~ day
of Nnvr-:r, her, 1995.
COMMON COUNCIL OF THE
CITY OF CARMEL
Presiding
A'I'I'EST:
-C, usan Jvx~es, Clerk-TreaSurer
APPROVED this of
ATTEST:
1995.
Ted ~hnso ~, Mayor
City f .~lel
~3u.=n Jones, Clerk-Treasurer