HomeMy WebLinkAboutRESOLUTION NO. 09-10-96c RESOLUTION NO.DJ io 0—
RESOLUTION OF THE CITY OF FAIRFAX, IOWA APPROVING THE
"TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE
WHEREAS, Cox Communications Cedar Rapids, Inc. ("Franchisee") owns, operates, and
maintains a cable television system("System") in the City of Fairfax, Iowa(the"Franchise
Authority"), pursuant to Ordinance No. 189, dated Tune 14, 1994 (the"Franchise"), and
Franchisee is the duly authorized holder of the Franchise; and
WHEREAS, Cox Communications, Inc. indirectly owns all the outstanding stock of Franchisee
and CoxCorn, Inc. ("CoxCorn");and
WHEREAS,TCI American Cable Holdings, L.P. ("TCI American Cable"), CoxCom and
Franchisee together with certain other related parties are parties to an agreement (the"Exchange
Agreement"); and
WHEREAS, the transaction called for in the Exchange Agreement will result in (i) the
Franchisee being merged with and into CoxCom.with CoxCom being the surviving corporation
('the"Merger") and (ii)the System and the Franchise being transferred from CoxCom to TCI
American Cable in exchange for other cable television systems (the"Exchange"): and
WHEREAS,Franchisee and TCI American Cable have requested consent by the Franchise
.Authority to the Merger and the Exchange in accordance with the requirements of the Franchise,-
and
ranchise;and
WHEREAS,the Merger and Exchange are deemed to be in the best interests of the residents of
the City of Fairfax.
SECTION 1. The Franchise Authority hereby consents to the Merger and the Exchange, all in.
accordance with the Terms of the Franchise.
SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly granted to
Franchisee, (b) the Franchise is currently in full force and effect and will expire on May 14, 2009,
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 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 giving of notice of 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. TC1 American Cable may transfer the Franchise or,control related thereto to any
entity controlling, controlled by or ander common control with TCI American Cable.
SECTION 4. This Resolution shall be deemed effective for purposes of the Merger upon the
effective date of the Merger and for purposes of the Exchange upon the closing of the Exchange
(the"Closing Date").
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 a collateral for a loan.
SECTION 6. The Franchise Authority releases Franchisee, effective upon the Closing Date,
from all obligations and liabilities that accrue on and after the Closing Date; provided, that TC1
American Cable shall be responsible for any obligations and liabilities under the Franchise that
accrue on and after the Closing Date,
SECTION 7. 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 _day of 1
1996.
By: U
ATTEST:
Clerk
I,the undersigned, being the duly appointed, qualified and acting Clerk of the City of Fairfax,
hereby certify that the foregoing Resolution No6j1pqL6s a true, correct and accurate copy as
duly and lawfully passed and adop ed by the governing body of the
on the day of 0 re , 19'9'6.
CLERK