HomeMy Public PortalAboutRES-CC-1997-16RESOLUTION 16-97
A RESOLUTION APPROVING THE TRANSFER OF THE CABLE TELEVISION
FRANCHISE.
WHEREAS, Wentronics, Inc. ("Franchisee") owns, operates, and
maintains a cable television system ("System") in 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, its affiliate TCI American Cable Holdings
III, LP ("TCI American Cable"), Fisher Communications Associates
LLC ("Fisher"), together with certain other related parties are
parties to an Asset Contribution Agreement dated as of September
25, 1997 (the "Agreement"); and
WHEREAS, the transactions called for in the Agreement will
result in the System and the 'Franchise being transferred first to
Franchisee's affiliate, Wentronics Partner, Inc. and then
immediately to TCI American Cable, and then immediately from TCI
American Cable to a newly -formed Colorado limited liability company
called Peak Cablevision, LLC (the "Transfers"); and
WHEREAS, Franchise and Peak Cablevision LLC ("Peak") have
requested consent by the Franchise Authority to the Transfers in
accordance with the requirements of the Franchise; and
WHEREAS, the Franchise Authority has found Peak to be legally,
technically and financially qualified to own and operate the System
in accordance with the Franchise; and
WHEREAS, the Transfers are deemed to be in the best interest
of the residents of Moab, Utah,
SECTION 1. The Franchise Authority hereby consents to the
Transfers, all in accordance with the terms of the Franchise.
SECTION 2. The Franchise Authority confirms (a) the Franchise was
properly granted to Franchisee, (b) the Franchise is currently in
full force and effect and will expire on March 31, 2005, subject to
options in the Franchise, if any, to extend such term, (c) the
Franchise supersedes all other agreements between Franchisee and
the Franchise Authority and represents the entire understanding of
the parties, and (d) Franchisee is 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 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.
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SECTION 3. This Resolution shall be deemed effective for purposes
of the Transfers upon the closing date of the Agreement (the
"Closing Date").
SECTION 4. The Franchise Authority releases Franchisee, effective
upon the Closing Date, from all obligations and liabilities under
the Franchise that arise and accrue after the Closing Date;
provided that Peak shall be responsible for any obligations and
liabilities under the Franchise that arise and accrue after the
Closing Date and shall have all rights and privileges under the
Franchise subsequent to the Closing Date.
SECTION 5. This Resolution shall have the force of a continuing
agreement with Franchisee and Transferee and Franchise Authority
shall not amend or otherwise alter this Resolution without the
consent of Franchisee and Transferee.
PASSED, ADOPTED AND APPROVED this 23 ra day of .\bt-C-ew•lt^-
1997.
ATTEST:
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