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