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1995-05 Cable TV FranchiseRESOLUTION NO. 95-5 A RESOLUTION GRANTING THE CONSENT OF THE CITY COUNCIL OF r THE CITY OF OKEECHOBEE, FLORIDA TO THE TRANSFER OF CONTROL OF ULTRA COM OF DADE COUNTY, INC. AND ITS CABLE TELEVISION SYSTEM FROM CABLEVISION INDUSTRIES CORPORATION ("CIC") TO TIME WARNER INC. ("TWI"); PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Ultra Com of Dade County, Inc. ("Cablevision") has the right to install, construct, own, operate and maintain a cable television system (the "System") within the City of Okeechobee, Florida pursuant to a cable television franchise issued pursuant to Resolution No. 88-7; and WHEREAS, Cablevision is currently controlled by CIC and CIC's principal shareholder, Mr. Alan Gerry, an individual residing in Liberty, New York ("Principal Shareholder"); and WHEREAS, TWI and CIC and the Principal Shareholder have entered into an Agreement and Plan of Merger in which a wholly owned subsidiary of TWI will merge with and into CIC and, upon completion of the transaction, CIC will become a subsidiary of TWI, and TWI will then control Cablevision and System (the "Transfer"); all as set forth in the Agreement and the Supplemental Agreement, each dated February 6, 1995; and WHEREAS, TWI, CIC and Cablevision have jointly submitted to the City of Okeechobee, Florida an application on Federal Communications Commission ("FCC") Form 394 for consent to the Transfer and have submitted such other information concerning the Transfer as required by the Franchise and applicable law and as reasonably requested by the City of Okeechobee, Florida (collectively the "Transfer Application"); and WHEREAS, the City Council has determined that it is in the best interest of the City of Okeechobee, Florida and its residents to approve the Transfer Application and the Transfer; and NOW THEREFORE BE IT RESOLVED by the City Council of the City of Okeechobee, Florida as follows: Section 1. The City Council hereby approves the Transfer Application and consents to the Transfer to TWI, as described in the Transfer Application, provided however, that nothing contained in this section shall be deemed an amendment to the Franchise, but rather only a Transfer of the Franchise or a clarification of the terms of the Franchise. Section 2. The Resolution shall become effective and continue and remain in effect immediately upon its adoption. Section 3. The City Administrator is hereby authorized to notify TWI, CIC and Cablevision of this action in writing by furnishing these companies with an executed copy of the Resolution. INTRODUCED AND ADOPTED THIS 18TH DAY OF JU , 19 5 James E. Kirk, Mayor Attest: Aonniee& Thomas, CMC City Clerk