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HomeMy Public PortalAboutResolution 1226RESOLUTION NO., 12 2 6 RESOLUTION OF THE VILLAGE OF PLAINFIELD, ILLINOIS, APPROVING THE CHANGE OF CONTROL OF THE CABLE COMMUNICATIONS FRANCHISE WHEREAS, MediaOne of Northern Illinois, Inc. ("MediaOne") is the duly authorized holder of a franchise, as amended to date, with Village of Plainfield, Illinois (the "Franchise Authority") pursuant to the Cable Television Franchise Agreement of December 7, 1998, between the Village of Plainfield and MediaOne of Northern Illinois, Inc., Enabling Ordinance 1830 dated December 7, 1998; the foregoing authorize MediaOne to serve the Village of Plainfield, Illinois ("the Franchise") and to operate and maintain a cable television system ("System"); and WHEREAS, TCI Cablevision of Florida, Inc. ("TCI"), MediaOne and certain of their affiliates have entered into an Asset Exchange Agreement dated October 9, 1998 (the "Agreement"), whereby MediaOne has agreed to transfer to TCI or another direct or indirect subsidiary of TCI Communications, Inc. (a "TCI Affiliate") the assets of the System, including all right, title and interest of MediaOne in the Franchise, subject to any required approval of the local franchise authority with respect thereto (the transactions contemplated by the Agreement are referred to as the "Transactions"); and WHEREAS, TCI or the TCI Affiliate may, after the Transactions, assign or transfer the Franchise to another TCI Affiliate; and WHEREAS, the Franchise Authority has investigated the qualifications of the transferees and finds them to be suitable transferees; and WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger among AT&T Corp. ("AT&T"), a newly Formed wholly owned subsidiary of AT&T ("Merger Sub"), and Tele- communications, Inc., the parent of TCI ("TCInc."), dated as of Tune 23, 1998 (the "Merger Agreement"), Merger Sub will merge with and into TCInc. with TCInc. as the surviving corporation in the merger, and as a result of the transactions contemplated by the Merger Agreement, TCInc. will become a wholly owned subsidiary of AT&T (the "AT&T Transactions"); and WHEREAS, to the extent the Franchise requires, TCI and MediaOne now seek approval of the Transactions and the AT&T Transactions and have filed FCC Form 394s with the Franchise Authority; and NOW, THEREFORE, SE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: Section 1. The Franchise Authority hereby consents to and approves the Transactions and the AT&T Transactions, to the extent that such consent is required by the terms of the Franchise or applicable law. Section 2. TCI, or such TCI Affiliate, hereby accepts the obligations of MediaOne under the Franchise, subject to applicable law, which accrue from and after the date of consummation of the Transactions. Section 3. The Franchise Authority confirms that (a) the Franchise was properly granted or transferred to MediaOne, (b) the Franchise is currently in full force and effect and will expire on July 1, 2013, subject to options in the Franchise, if any, to extend such term, (c) the Franchise supersedes all other agreements between the parties, (d) the Franchise represents the entire understanding of the parties and MediaOne has no obligations to the Franchise Authority other than those specifically stated in the Franchise, and (e) MediaOne 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. Section 4. TCI or TCI Affiliate may transfer the Franchise or control related thereto to any TCI Affiliate upon notice to Franchise Authority. Section 5. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating thereto, as collateral for a loan. Section 6. The Franchise Authority releases MediaOne, effective upon the closing date of the Transactions, from all obligations and liabilities under the Franchise that accrue on and after such closing date; provided that, effective upon such closing date, TCI or TCI Affiliate shall be responsible for any obligations and liabilities under the Franchise that accrue on and after such closing date of the Transactions. Section 7. This Resolution shall have the force of a continuing agreement with MediaOne and TCI, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of MediaOne and TCI. Section 8. This Resolution shall be deemed effective upon the closing of the Transactions. PASSED, ADAPTED AND APPROVED this 15th day of March 1999. By: 'ATTEST: ~.~[G~ ~~ •vt--<--- y--- Clerk I, the undersigned, being the duly appointed, qualified and acting Clerk of the Village of Plainfield, Illinois, hereby certify that the foregoing Resolution No. 12 ~S~a true, correct and accurate copy as duly and lawfully passed and adapted by the governing body of the Village of Plainfield, Illinois, on this 15th day of 1999. Clerk Media~ne- This is Broadband. This is the way. March 16, 1999 Ms. Susan Janik Village Clerk Village of Plainfield 23145 W. Lincoln Highway Plainfield, II, 60544 Dear Sue: Attached is a "hard-copy" version of the resolution transferring the cable television franchise agreement from MediaOne to TCI that was passed by the Village Board at last night's meeting. Please call me at 630 378-3832 if you need additional information. Thank you for your time and attention. ~~ w Roger Relations Manager 1 304 Marquette brive Romeoville, IL 60446 tel / 630-378.3800 fax / 630.378.3888 Richard A. Rack PRESICENT TRUSTEES Jay D. Darnell VILLAGE OF PLAINFIELD Kathy O'Connell WILL COUNTY'S OLDEST COMMUNITY Steven L. Rathpun Raymond Smolich Kurt Stalzer Susan Janik VILLAGE CLERK March 18, 1999 MediaOne 1304 Marquette Drive Romeoville, IL 60446 Attention: Mr. Roger Connor Dear Mr. Connor, Enclosed is a true and correct copy of Resolution No. 1226 approving the change of control of the Cable Communications Franchise. If you need additional information, please feel free to contact my office. Sincerely yours, ~~~~ - Susan Janik, Village Clerk ~.: 23145 W. LINCOLN HIGHWAY • PLAINFIELD, ILLINOIS 60544 • (815) 436-7093 • Fax (816) 436-1950