HomeMy WebLinkAboutRes 16-87 04/21/1987
RESOLUTION NO.
16-87
A RESOLUTION APPROVING A TRANSFER OF CABLENET, INC.'S INTEREST
IN THE CABLE TELEVISION FRANCHISE TO TELENOIS, INc., AND
ASSIGNMENT OF FRANCHISE TO TELENOIS, INC.
WHEREAS, Cable net Associates, the Village's cable television franchisee, pursuant
to a Franchise Agreement dated August 1, 198 ¡, as amended (the "Franchise
Agreement"), and the Mount Prospect Cable Communications Code (Ordinance
11.3120), has formally requested the Village of Mount Prospect to approve a transfer
of ownership and control of the cable television systems and rights under the
Franchise Agreement; and
WHEREAS, the proposed transfer provides that Cablenet, Inc., will transfer its
entire interest (50%) in Cable net Associates to Telenois, Inc., an Illinois corporation
and wholly owned, indirect subsidiary of Telecommunications, Inc.; and
WHEREAS, the proposed transfer provides that Cablenet Associates will assign aU
of its rights, duties and obligations under the Franchise Agreement to Telenois,
Inc., which presently owns and controls 50 % of Cablenet Associates; and
WHEREAS, upon transfer, Telenois, Inc., will own and control 100% of the cable
television system in Mount Prospect.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS~
SECTION ONE: In accordance with Section 6.413 of the Village of Mount Prospect
Cable Communications Code and subject to the execution and performance of the
conditions included in the Agreement attached hereto as Exhibit A, the Village of
Mount Prospect does hereby approve of (a) the transfer of Cablenet, Inc.'s entire
interest in the Village of Mount Prospect cable communications system to Telenois,
Inc., and (b) the assignment of all Cablenet Associates' rights, duties and obligations
under the Franchise Agreement to Telenois, Inc.
SECTION TWO: That this Resolution shall be in full force and effect from and
after its passage and approval in the manner provided by law.
AYES: Arthur, Farley, Floros, Murauskis, Van Geem, Wattenberg
NA YS: None
ABSENT: None
PASSED and APPROVED this 21st day of
April
, 1987.
{!æx~ --. J/ ¡¿ ~À/
Carolyn Krause
Mayor
ATTEST:
,¿~/¿¡Yß
Carol A. Fields
Village Clerk
AGREEMENT
This
Agreement
entered
into
this
---1l#7
Illinois
2b "(11
day
of
1987
by
and
between
Cablenet
Associates,
an
Partnership
("Franchisee")
and
the
Village
of
Mount
Prospect, an Illinois Municipal Cc-rporation ("Village");
WITNESSETH:
WHEREAS,
the Village has
adopted a Resolution approving
the transfer (the "Transfer") of a 50% interest in Franchisee to
Telenois,
Inc.
in
accordance with the applicable provisions of
the
V lLlage
of
Mount
Prospect
Cable
Communications
Code
(the
"Ordinance"); and
WHEREAS, said Resolution provides that the approval of the
Transfer shall be conditioned upon the execution of an agreement
between the Franchisee and the Village as to certain matters.
NOW,
THEREFORE,
in
consideration
of
thE mutual promises
herein
contained
it
is
agreed
by
and
between
the parties as
follows:
I.
The
Franchisee
agrees
to
remain
subject to and to
perform all required services pursuant to all provisions of the
Ordinance, the Franchise Agreement and all other related
documents and to be governed by the terms of all licenses,
permits, other applicable agreements and ordinances, as amended,
and
representations
as
presently
in
effect
governing
the
provision
of
cable
television
service
by
Franchisee
to
the
residents of the Village.
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2.
The Franchisee agrees to either rectify or request
necessary modifications of the Franchise Agreement as to all
items noted as being not in compliance and as more particularly
set forth in the performance review completed by the Village and
furnished to Franchisee in February, 1987.
3.
The
Franchisee
agrees
that
it
shall
obtain
the
guarantee of
TCl
Development Corporation
("TCl")
as to all
elements of performance required of Franchisee hereunder, which
guarantee shall be evidenced by the agreement and acceptance of
TCl set forth at the foot of this Agreement.
4.
TCl Development Corporation and the Franchisee agree
that the franchise shall not be subsequently transferred or sold
in whole or in part to any other entity, whether controlled by
TCl Development Corporation or otherwise, without the permission
of
the
Village
as
evidenced
by
a duly
adopted
resolution
permitting said transfer.
5.
The Franchisee agrees that any modifications of any of
the terms of the Ordinance, Franchise Agreement or any other
document or instrument affecting the rights and obligations of
the Franchisee as may be requested by the Franchisee from time to
time shall be granted only with the approval of the Village of
Mount Prospect in accordance with the previously established
procedures for granting said modifications.
6.
Franchisee acknowledges and agrees that the Village may
at future time(s) seek modifications of the Franchise Agreement
as provided in Section 32 thereof.
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7.
The
Franchisee
specifically
acknowledges
that
the
Transfer relates to and is with respect to only that portion of
the
original
franchise
term
which
as
of
the
date
hereof
is
unexpired.
8.
The
Franchisee
agrees
that
as
a condition of
the
Transfer
that
it
shall
pay
reasonable
out~of-pocket
expenses
incurred by the Village in the review of
the requested Transfer
and
any
further
modifications
of
the Ordinance
and Franchise
Agreement.
9.
The Franchisee and TCl each represent and warrant to
the Village that none of their respective
officers or directors
have been found guilty of any crime,
act of moral turpitude or
fra ud .
10.
The
Village may require and the Franchisee
shall
forthwith supply any and all reasonable documentation evidencing
the completed Transfer.
11.
This Agreement shall be binding upon and inure to the
benefit of any permitted successors and assigns hereunder.
12.
Except to the extent specifically modified hereby,
the Ordinance,
Franchise Agreement
and all other documentation
pertaining to and governing the furnishing by Franchisee of Cable
Television Service shall remain in full force and effect.
IN WITNESS WHEREOF the parties have set their hands and
~ 3 -
"
"
seals on the day and year first above written.
VILLAGE OF MOUNT PROSPECT
By:
ATTEST:
~~{y b~
VI lage Cler
(Seal)
CABLENET ASSOCIATES
BY: TELENO IS, INC. . GENERAL PARTNER
By: ~ G£~ Ý' (~~4'"
BY: CABLENET, INC.. GENERAL PARTNER
.r
(By: -
% If ~,'
&VI, ---v' ' " ,,~,.,
;r v- ~ "
(Seal)
Agreed and Accepted this ~~+~
day of JI) ð.- . 1987.
TCI DEVELOPMENT CORPORATION
'\\
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AGREEMENT
This
Agreement
entered
into
this
day
of
1987
by
and
between
Cablenet
Associates,
an
Illinois
Partnership
("Franchisee")
and
the
Village
of
Mount
Prospect, an Illinois Municipal Corporation ("Village");
WIT N E SSE T H:
WHEREAS,
the
Village
has
adopted a Resolution approving
the transfer (the "Transfer") of a 50% interest in Franchisee to
Telenois,
Inc.
in
accordance with the applicable provisions of
the
Village
of
Mount
Prospect
Cable
Communications
Code
(the
"Ordinance"); and
WHEREAS, said Resolution provides that the approval of the
Transfer shall be conditioned upon the execution of an agreement
between the Franchisee and the Village as to certain matters.
NOW,
THEREFORE,
in
consideration
of
the mutual promises
herein
contained
it
is
agreed
by
and
between
the
parties as
follows:
1.
The
Franchisee
agrees
to
remain
sub j ect to and to
perform
all
required services pursuant to all provisions of the
Ordinance,
the
Franchise
Agreement
and
all
other
related
documents
and
to
be
governed
by
the
terms
of
all
licenses,
permits,
other applicable agreements and ordinances, as amended,
and
representations
as
presently
in
effect
governing
the
provision
of
cable
television
service
by
Franchisee
to
the
residents of the Village.
2.
The Franchisee agrees to either rectify or request
necessary modifications of the Franchise Agreement as to all
items noted as being not in compliance and as more particularly
set forth in the performance review completed by the Village and
furnished to Franchisee in February, 1987.
3.
The
Franchisee
agrees
that
it
shall
obtain
the
guarantee of TCl
Development Corporation
("TCl")
as to all
elements of performance required of Franchisee hereunder, which
guarantee shall be evidenced by the agreement and acceptance of
TCl set forth at the foot of this Agreement.
4.
TCl Development Corporation and the Franchisee agree
that the franchise shall not be subsequently transferred or sold
in whole or in part to any other entity, whether controlled by
TCl Development Corporation or otherwise, without the permission
of
the
Village
as
evidenced
by
a
duly
adopted
resolution
permitting said transfer.
5.
The Franchisee agrees that any modifications of any of
the terms of the Ordinance, Franchise Agreement or any other
document or instrument affecting the rights and obligations of
the Franchisee as may be requested by the Franchisee from time to
time shall be granted only with the approval of the Village of
Mount Prospect in accordance with the previously established
procedures for granting said modificationso
6.
Franchisee acknowledges and agrees that the Village may
at future time(s} seek modifications of the Franchise Agreement
as provided in Section 32 thereof.
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7.
The
Franchisee
specifically
acknowledges
that
the
Transfer relates to and is with respect to only that portion of
the
original
franchise
term
which
as
of
the
date
hereof
~s
unexpired.
8.
The
Franchisee
agrees
that
as
a
condition
of
the
Transfer
that
it
shall
pay
reasonable
out-of-pocket
expenses
incurred by the Village in the review of
the requested Transfer
and
any
further
modifications
of
the
Ordinance
and
Franchise
Agreement.
9.
The Franchisee and TCI each represent and warrant to
the Village that none of their respective
officers or directors
have been found guilty of any crime,
act of moral turpitude or
fraud.
10.
The
Village may
require
and
the
Franchisee
shall
forthwith supply any and all reasonable documentation evidencing
the completed Transfer.
II.
This Agreement shall be binding upon and inure to the
benefit of any permitted successors and assigns hereunder.
12.
Except to the extent
specifically modified hereby,
the Ordinance,
Franchise
Agreement
and all other documentation
pertaining to and governing the furnishing by Franchisee of Cable
Television Service shall remain in full force and effect.
IN WITNESS WHEREOF the parties have set their hands and
- 3 -
seals on the day and year first above written.
VILLAGE OF MOUNT PROSPECT
By:
Village President
ATTEST:
Village Clerk
(Seal)
TELENOlS, INCo
By:
(Seal)
CABLENET, INCo
By:
(Seal)
Agreed and Accepted this
day of
& 19870
TCl DEVELOPMENT CORPORATION
By:
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