HomeMy Public PortalAboutRES-CC-2009-02RESOLUTION NO. 02-2009
RESOLUTION OF THE CITY OF MOAB, UTAH
APPROVING A TRANSFER OF THE CABLE TELEVISION FRANCHISE
WHEREAS, Precis Communications, LLC ("Franchisee") owns a cable television system
(the "System") in the City of Moab, Utah (the "Franchise Authority"), pursuant to a franchise
granted by the Franchise Authority (the "Franchise"), and Franchisee is the duly authorized
holder of the Franchise; and
WHEREAS, Franchisee and Emery Telcom Video, LLC ("Emery") are parties to an
Asset Purchase Agreement (the "Purchase Agreement"), dated October 28, 2008, pursuant to
which Precis Communications has agreed to transfer all or substantially all of the assets of the
System, including the Franchise, to Emery (the "Transfer"); and
WHEREAS, Franchisee and Emery have requested the consent of the Franchise
Authority to the Transfer in accordance with the requirements of the Franchise.
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 transferred to Franchisee, (b) 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 (c) 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 except upon the expiration of the full term of the Franchise.
SECTION 3. The Franchise Authority hereby consents to and approves the [Buyer's
Name] assignment, mortgage, or other encumbrance, if any, of the Franchise, the System, or
assets relating thereto, as collateral for a loan.
SECTION 4. This Resolution shall be deemed effective upon the adoption by the City.
SECTION 5. This Resolution shall have the force of a continuing agreement with
Franchisee and Emery, and the Franchise Authority shall not amend or otherwise alter this
Resolution without the consent of Franchisee and Emery.
Resolution #02-2009 Page 1 of 2
This resolution shall take effect immediately upon passage.
Passed and adopted by action of the Governing Body of the City of Moab in open session this
13TH day of January, 2009.
CITY OF MOAB
By:
David L. Sakrison
Mayor
Attest:
Rachel Ellison
City Recorder
Resolution #02-2009 Page 2 of 2