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HomeMy WebLinkAboutCC-08-01-88-01 Accu CableRESOLUTION NO. 0~. /5' f f ¢ / RESOLUTION APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE GRANTED TO ACCUCABLE CO. PURSUANT TO RESOLUTION NO. 12-7-87-2 DATED DECEMBER 7, 1987 WHEREAS, the Common Council of the City of Carmel, Indiana granted a franchise to construct, own, operate and maintain a cable television system within the City of Carmel pursuant to Resolution No. 12-7-87-2 dated December 7, 1987 and that certain Agreement dated December 7, 1987 (collectively, the "Franchise"), between the City of Carmel (the "City"), and AccuCable Co., an Indiana general partnership ("AccuCable"); and WHEREAS, AccuCable has requested pursuant to Section 9 of the Franchise that the Common Council of the City of Carmel approve the transfer of the Franchise to Jones Intercable, Inc., a Colorado corporation ("Jones") and/or to any limited partnership or partnerships of which Jones or Jones Cable Corporation is a general partner, or to any joint venture or general partnership or partnerships of which Jones or any such limited partnership is a constituent partner (any such entity being hereinafter referred to as an "Affiliate of Jones"); and WHEREAS, Jones or any Affiliate of Jones then holding the Franchise may from time to time desire to grant a security interest in its assets, including the Franchise, to an institutional lender or lenders as security for its obligations to such lender or lenders; and WHEREAS, the Franchise has and conditions of Jones or any Affiliate of Jones then holding agreed to be bound by the terms, provisions the Franchise. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, THAT: 1. The City does hereby consent to the assignment and transfer of the Franchise from AccuCable to Jones and/or to any Affiliate of Jones, and to any subsequent transfers between Jones and any Affiliate of Jones; provided, however, that if the Franchise is transferred to any Affiliate of Jones, Jones shall act as the manager of the cable television system operated pursuant to the Franchise (the "System"). If Jones shall at any time be removed by the then holder of the Franchise as the manager of the System, the entity then holding the Franchise shall, within 90 days after such removal, replace the manager of the System and obtain the City's consent to such new manager, which consent shall not be unreasonably withheld. 2. The City does hereby consent to the grant by Jones or any Affiliate of Jones who may from time to time hold the Franchise of a security interest in all of its rights, powers and privileges under the Franchise and all of its other assets to such lending institution or institutions as may be designated by Jones or any Affiliate of Jones, which lending institution or institutions shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code. 3. The foregoing consent to the transfer and assignment of the Franchise from Accucable to Jones and/or to any Affiliate of Jones shall be effective upon the closing of the sale of the assets of AccuCable to Jones or any Affiliate of Jones. Notice of such closing date shall be given to the City. Any subsequent transfer of the Franchise between Jones and any Affiliate of Jones shall be effective upon written notice being given to the City by the entity then holding the Franchise. 4. The City hereby affirms that the Franchise is currently valid and in full force and effect, and to the knowledge of the City, no default exists thereunder. Subject to compliance with the terms of this Resolution, all action necessary to approve the transfer of the Franchise to Jones or any Affiliate of Jones has been duly and validly taken. PASSED AND ADOPTED bv the Common Council of,the City of Carmel, Indiana on the/,~ day of /~/~L~/~ , 1988. COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA ~s idinCf-~ice r APPROVED: ATTE ST: //'Clerk-Treasurer (11638: Rev.)