1998-06 Cable TV FranchiseRESOLUTION NO. 98-06
0 A RESOLUTION GRANTING THE CONSENT OF THE CITY COUNCIL OF
THE CITY OF OKEECHOBEE, FLORIDA TO THE TRANSFER OF
CONTROL OF ULTRA COM OF DADE COUNTY, INC. AND ITS CABLE
TELEVISION SYSTEM FROM TIME WARNER INC. TO TELESAT
ACQUISITION LIMITED PARTNERSHIP ("TALP"); PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Okeechobee (the "City") has granted to Time Warner Inc.,
(now known as Time Warner Companies, Inc.) ("Franchisee"), a franchise to operate a
cable television system pursuant to Ordinance No. 86-1 dated January 7, 1986, between
the City of Okeechobee, Florida and Okeairco, Inc., Cable Television of Okeechobee d/b/a
Harte-Hanks Cable, Okeechobee, as amended by Ordinance No. 463 dated July 13, 1982;
as transferred to Ultra Com of Dade County, Inc. (by merger) by Resolution No. 86-13
dated September 16, 1986, and as transferred from Cablevision Industries Corporation
(controller of Ultra Com) to Time Warner Inc. by Resolution No. 95-5 dated July 18, 1995
(collectively, the "Franchise");
WHEREAS, Ultra Com of Dade County, Inc., a wholly owned indirect subsidiary of
Franchisee, has negotiated an Asset Purchase Agreement (the "Purchase Agreement")
with Telesat Acquisition Limited Partnership ("TALP"), pursuant to which TALP will acquire
substantially all of the assets of the cable television system serving the City (the "System"),
including under the Franchise;
WHEREAS, the Franchise requires that the City grant its consent to an assignment
of the Franchise;
WHEREAS, pursuant to the Purchase Agreement the City has received a request
for approval of the assignment and transfer of the Franchise by Franchisee to Ultra Com,
and Immediately thereafter by Ultra Com to TALP; and
WHEREAS, the parties have filed a Form 394 with the City relating to the transfer
of the Franchise.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL:
The City authorizes and consents to , in all respects, the assignment and
transfer of the Franchise by Franchisee to Ultra Com, and immediately
thereafter by Ultra Com to TALP, and the assumption by TALP of the rights,
powers, privileges and obligations of the franchisee under the Franchise that
relate to periods from and after the date of closing of the sale of the System
pursuant to the Purchase Agreement (the "Effective Date").
2. The foregoing consent to the assignment and transfer of the Franchise shall
be effective only upon the Effective date, at which time the City shall
automatically release Ultra Com and its predecessors from all obligations
and liabilities under the Franchise that relate to periods from and after the
Effective Date. Notice of the Effective Date shall be given to the City.
3. The City consents to any transfer of the Franchise after the Effective Date
by TALP to any affiliate of TALP.
4. The City waives any rights of first refusal, including any right to purchase the
• Franchise or any portion of Franchisee's operations pursuant to Section 23
of the Franchise, that it may have upon the transfer of the Franchise
contemplated hereunder.
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5. The City confirms and agrees that:
(a) the Franchise was properly granted and is in accordance with all
state and local laws;
(b) the Franchise is validly existing and in full force and effect;
(c) Franchisee is in compliance in all material respects with the terms of
the Franchise;
(d) there exists no fact or circumstance which, with the passage of time
or the giving of notice or both, would constitute a default under the
Franchise, or permit the City to cancel or terminate the rights under
the Franchise, except upon the expiration of the full term of the
Franchise,
(e) the Franchise may be collaterally assigned to the franchisee's
lenders; and
(f) the Franchise expires on January 7, 2001.
INTRODUCED AND ADOPTED by the City Council on this 14th day of July ,
1998. _ ..
Bonnie S. Thomas, CMC, City Clerk
APPROVED FOR LEGAL SUFFICIENCY:
i
John R. Cook, City Attorney
CITY COUNCIL OF THE
CITY KEECHOBEE
James E. Kirk, Mayor
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Bonnie S. Thomas, CMC, City Clerk
APPROVED FOR LEGAL SUFFICIENCY:
i
John R. Cook, City Attorney
CITY COUNCIL OF THE
CITY KEECHOBEE
James E. Kirk, Mayor
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