HomeMy WebLinkAbout2001-06-18-Resolutions 01-102_Cable Television - Assign FranchiseTHE CITY OF WAUKEE,IOWA
RESOLUTION NO.Ol-l02
APPROVING THE ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE HELD BY THE AUTHORITY OF THE CITY OF
WAUKEE,IOWA
WHEREAS,or about March 31,1981,the city of Waukee,Iowa ("city")passed and
adopted Ordinance No.8l-0l granting a Cable Television Franchise ("Franchise")which
is currently held by Cablevision V,Inc.,d/b/a!AT&T Broadband ("AT&T");And I
WHEREAS,AT&T currently owns,operates and maintains a cable television system in
the City ("System")pursuant to the Franchise;And
WHEREAS,on February 26,2001,a certain Asset Purchase Agreement ("Purchase
Agreement")was made and entered into by and among TCI American Cable Holdings,
L.P.,Televants Group Joint Venture,Cablevision IV,Ltd.,Heritage Cablevision,Inc.,
Cablevision VI,Inc.,Westmarc Cable Holding,Inc.,TCI of Illinois,Inc.,TCI
Cablevision of Ohio,Inc.,Clinton Cablevision,Cablevision VII,Inc.,Cablevision V,
Inc.,Ames Cablevision,Inc.,Ottumwa Cablevision,Inc.,TCI ofIowa,Inc.,TCI
Cablevision of Nebraska,Inc.,Mississippi Cablevision,Inc.as Sellers and Mediacom
Communications Corporation (Mediacom"),as the Buyer;And
WHEREAS,pursuant to the Purchase Agreement,AT&T has agreed to sell and
Mediacom has agreed to purchase substantially all of the System assets of AT &T,
including those which are used in or otherwise relate to the System serving the City;And
WHEREAS,pursuant to the Purchase Agreement AT&T will assign the Franchise to
MCC Iowa LLC ("MCC Iowa"),a newly created indirect subsidiary of Media com;And
WHEREAS,AT&T has requested the consent of the City to assign the Franchise to
MCC Iowa;And
WHEREAS,under applicable law,the proposed assignment requires consent from the
City;And
WHEREAS,the City has reviewed the proposed assignment and the legal,technical,and
financial qualifications of Media com;And
WHEREAS,based on information obtained and on the reports and information received
by the City,the City has found no reason to disapprove of the proposed assignment ofthe
Franchise from AT&T to MCC Iowa.
NOW,THEREFORE,the City Council for the City of Waukee,Iowa resolves as
follows:
1.The Franchise is in full force and effect,and AT&T is the lawful holder ofthe
Franchise.
2.The City hereby consents and approves of the proposed assignment
contemplated under the Purchase Agreement subject to:I
A.Closing of the transaction pursuant to the terms and conditions
described in information provided to the City by AT&T and
Mediacom.
B.MCC Iowa,Mediacom or AT&T notifying the City in writing ofthe
completion of the transaction within thirty (30)days of the date of
closing.
C.MCC Iowa,within (30)days of the date of closing of the transaction,
providing the City with a signed acceptance of this resolution in a form
substantially the same as that attached hereto as Exhibit A.
D.MCC Iowa,within thirty (30)days of the date of closing of the
transaction,providing the City with a guaranty from Mediacom in a
form substantially the same as the guaranty attached hereto as Exhibit
B.
3.The City hereby waives any right of first refusal or other purchase right,which
the City may have to purchase the Franchise or the System but only as such
rights apply to the request for approval of the assignment now before the City.
4.In the event the assignment of the Franchise form AT&T to MCC Iowa
contemplated by the foregoing resolutions is not completed,for any reason,
the City's consent shall become null and void.
5.MCC Iowa may assign or transfer the Franchise or control related thereto to
An entity controlling,controlled by or under common control with Mediacom
or MCC Iowa.The City acknowledges that any such transfer or assignment
does not trigger any right it may have to exercise any first purchase right or
other right to acquire the System.
6.Mediacom or MCC Iowa may,at any time and from time to time,assign,
grant,mortgage or pledge,or otherwise convey one or more liens or security
interests in its assets,including its rights,obligations and benefits in and to the
Franchise,the System,or assets relating thereto,to any lender providing
financing to Mediacom or MCC Iowa.
7.To the maximum extent permitted by all applicable local,state,and federal
laws,this Resolution shall not be construed to in any way relieve AT &T nor
limit MCC Iowa from any liability under the Franchise.
This Resolution shall take effect and continue and remain in effect from and after the date
of its passage,approval,and adoption.
1
A motion to approve the foregoing Resolution No.01-102 was made by Council Member
Berger and duly seconded by Council Member Bill Peard.
The following Council Members voted in the affirmative:
Nicholas Gruber,Marvin Berger,Bill Peard,Wayne Johnson
The following Council Members voted in the negative:
None
Passed and adopted by the City Council for the City of Waukee,Iowa this I th of
June,2001.
son,Mayor Pro Tern
ATTEST:
Mark J.Arentsen,it
ROLL CALL VOTE
Nicholas C.Gruber
Marvin Berger
Bill Peard
Mike Watts
Wayne Johnson
AYE
X
X
X
NAY ABSENT
X
X