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R-97-09RESOLUTION NO. R-97-09 A RESOLUTION GRANTING CONSENT TO THE TRANSFER OF THE CABLE TELEVISION FRANCHISE FROM OMNICOM CABLEVISION OF ILLINOIS, INC. (D/B /A POST NEWSWEEK CABLE) TO TCI AMERICAN CABLE HOLDINGS II, L.P. ,g WHEREAS, the Village of Deerfield ( "Village ") in Ordinance No. 0- 9 7- 2 2 granted a non - exclusive cable television franchise to Omnicom Cablevision of Illinois, Inc., (d/b /a Post - Newsweek Cable) ( "Omnicom ") to own and operate a cable television system within the Village; and WHEREAS, the Village has received an FCC Form 394 seeking consent to the assignment or transfer of control of the cable television franchise from Omnicom to Post - Newsweek Cable, Inc., ( "Post- Newsweek "), the surviving entity from the merger of Omnicom into Post - Newsweek and then from Post - Newsweek to TCI American Cable Holdings II, L.P. ( "TCI "); and WHEREAS, TCI has demonstrated its financial, legal and technical ability to operate the cable television system in conformance with the franchise agreement; and WHEREAS, TCI has indicated its desire to upgrade the system with more modern technologies while Omnicom has indicated its lack of desire to upgrade the system with more modern technologies; and WHEREAS, the corporate authorities of the Village find that transfer consent should only be given subject to certain conditions necessary to protect the citizens of the Village; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: Consent to the transfer of the cable television franchise granted in Ordinance No. 0-97-22 from *Omnicom to Post - Newsweek and then from Post - Newsweek to TCI American Cable Holdings II, L.P., is hereby granted subject to the following conditions: RESOLUTION NO. R -97 -09 A RESOLUTION GRANTING CONSENT TO THE TRANSFER OF THE CABLE TELEVISION FRANCHISE FROM OMNICOM CABLEVISION OF ILLINOIS, INC. (D/B /A POST NEWSWEEK CABLE) TO TCI AMERICAN CABLE HOLDINGS II, L.P. A. Post - Newsweek shall supply a letter to the Village guaranteeing all franchise fees and any other monetary franchise obligations which arose or arise prior to the closing of the transfer of the system to TCI American Cable Holdings II, L.P. Post - Newsweek shall be solely responsible for all obligations and liabilities under the franchise that arise or accrue from events or circumstances occurring before the transfer of the franchise to TCI and TCI shall be solely responsible for all obligations and liabilities under the franchise that arise or accrue from events or circumstances occurring after the transfer of the franchise to TCI. B. A written corporate guarantee from UACC Midwest, Inc., one of the limited partners in the TCI American Cable Holdings II, L.P. guaranteeing all franchise obligations shall be provided to the Village. C. The provision by TCI American Cable Holdings II, L.P. of an organizational chart stating the name and job title (beginning with the local system manager and "going up" to regional and corporate levels) of all persons who will have direct or indirect responsibility for the management of the technical, billing, customer service or government relations aspects of the cable system serving the Village. D. Said organizational chart shall be updated not less than annually. Failure to provide at least annual updates of the organizational chart shall be deemed a material breach of the franchise. E. The provision by TCI American Cable Holdings II, L.P., upon acquisition of the cable system, of any escrow fund, letters of credit, or bonds required by the franchise agreement. No escrow fund, letter of credit or bonds, provided by Omnicom shall be released by the Village until new escrow funds, letters of credit or bonds are provided by TCI. SECTION 2: If the conditions set forth in Paragraphs A -C above are not met prior to the last day for transfer consent to be granted, then transfer consent shall be deemed to be denied by this resolution. RESOLUTION NO. R -97 -09 A RESOLUTION GRANTING CONSENT TO THE TRANSFER OF. THE CABLE TELEVISION FRANCHISE FROM OMNICOM CABLEVISION OF ILLINOIS, INC. (D/B /A POST NEWSWEEK CABLE) TO TCI AMERICAN CABLE HOLDINGS II, L.P. AYES: Ehlers, Heuberger, Rosenthal, Swanson, Swartz (5) NAYS: Seidman (1) ABSENT: None (0 ) PASSED: This 27th day of May A.D., 1997. APPROVED: This 27th day of May A.D., 1997. ILLAGE PRESIDENT ATTEST: VIMAGE ' CLERK POST - NEWSWEEK CABLE 4742 North 24th Street, Suite 270 Phoenix, Arizona 85016 (602) 468 -1177 FAX (602) 468 -9216 May 27, 1997 Via Fax (847) 945 -0214 Mr. Robert D. Franz Village Manager Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Re; Post- Newsweek/TCI Exchange Dear Mr. Franz: Omnicom Cablevision of Illinois, Inc. (d /b /a Post - Newsweek Cable) ( "Omnicom ") does hereby confirm that it has agreed with the Village of Deerfield (the "Village ") upon the terms of a renewed non - exclusive cable television franchise (the "Renewed Franchise ") in the form attached as Exhibit A to the draft transfer Resolution granting consent to the transfer of the cable television franchise from Omnicom to TCI American Cable Holdings II, L.P. ( "TCI "), and does hereby unconditionally consent to and agree to accept and be bound by each and all of the provisions, restrictions, and conditions of the Renewed Franchise if Omnicom is the franchisee at the time of final passage and approval of the Renewed Franchise by the Village of Deerfield. If the transfer resolution is passed at the May 27 meeting of the Village Board of Trustees, then Omnicom expects the exchange transaction between Post - Newsweek Cable and TCI will close effective as of May 31, 1997. Accordingly, at the time of passage of the Renewed Franchise, TCI in all likelihood would be the franchisee and therefore the appropriate party to execute the Renewed Franchise. We understand that TCI has delivered to the Village TCI's Unconditional Acceptance of the Renewed Franchise. Sincerely, OMNICOM CABLEVISION OF ILLINOIS, INC. By: A, E­ b 41�14 Patrick A. Dolohanty Vice President cc: Mark Balkin, Esq. Paul Diambri, Esq. GUARANTEE THIS GUARANTEE is made this 16th day of May, 1997, between UACC Midwest, Inc., a Delaware corporation ( "Guarantor "), Village of Deerfield, Illinois (the "Franchising Authority ") and TCI American Cable Holdings II, L.P., a Colorado limited partnership (the "Partnership "). WHEREAS, the Franchising Authority has consented to a transfer of all documents (the "Franchise Documents ") relating to the ownership, operation and maintenance of the cable system located in the Village of Deerfield, Illinois (the "System ") from Omnicom Cablevision of Illinois, Inc. to the Partnership; and WHEREAS, Guarantor is a limited partner of the Partnership and has a substantial interest in the System and the conduct of the Partnership in complying with the Franchise Documents, any and all amendments thereof, and any Guarantees related thereto; and WHEREAS, as a condition to the transfer, the Franchising Authority requires Guarantor to guarantee the performance of the Partnership's obligations under the Franchise Documents. NOW, THEREFORE, effective upon the Closing Date (as hereinafter defined), Guarantor shall unconditionally guarantee the due and punctual performance of any and all obligations of the Partnership under the Franchise Documents. The Franchising Authority shall first proceed against the Partnership before enforcing the provisions of this Guarantee. This Guarantee, unless terminated, substituted or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise Documents, or earlier if agreed to by the Franchising Authority. Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this Guarantee may be terminated, substituted or canceled upon thirty (30) days' prior written notice from Guarantor to the Franchising Authority and the Partnership. Such termination shall not affect liability incurred or accrued under this Guarantee prior to the effective date of such termination or cancellation. Any notices given pursuant to this Guarantee shall be addressed to the Guarantor and Franch'see at P.O. Box 5630, Denver, Colorado 80217, and to the FranchisiMlo/< uthority at §.5'0 Wd9fi (Y—g0A PbAd beAtz�PJ�_ , �L. No claim, suit or action under this Guarantee by reason of any default of the Partnership shall be brought against Guarantor unless asserted or commenced within six (6) months after the effective date of such termination or cancellation of the Guarantee. Document #: 9656 Document: JAKARLATAWgWI LDOC This Guarantee shall be deemed effective upon the closing date of the Asset Exchange Agreement dated as of November 15, 1996 among the Partnership, the Guarantor, Post - Newsweek Cable, Inc. and certain other related parties (the "Closing Date "). IN WITNESS WHEREOF, the Partnership, Franchising Authority, and Guarantor have executed this Guarantee as of the 16th day of May, 1997. GUARANTOR: UACC T, INC. By : jhen M. Brett Vice President PARTNERSHIP: TCI AMERICAN CABLE HOLDINGS 111, L.P. By: TCI Cable ion of Minnesota, Inc., as general panne Stephen M. Brett Vice President FRANCHISING AUTHORITY: Document #: 9656 Document: JAKARLATAWgNI LDOC MAY -19 -9T 13:25 From: TCI 3034683217 T -03T P.02/02 Job -364 UNCOMDMONAh ACCE17AMC6 TCI American Cable Holdings 1I, L.P. (`Transferee "), pursuant to Section 3 of the Village of Deerfield Resolution (the "Transfer Resolution "), hereby acknowledges that it has read and understands all of the terms and provisions of the renewed non - exclusive cable television franchise attached hereto as Exhibit A (the "Renewed Franchise "), and does hereby unconditionally consent to and agree to accept and be bound by each and all of the provisions, restrictions, and conditions of the Renewed Franchise. Transferee further acknowledges that the person(s) signing this instrument on behalf of Transferee is (are) fully authorized to do so. This Unconditional Acceptance shall be effective upon the closing date of the Asset Exchange Agreement dated as of November 16, 1996 among the Transferee, Post - Newsweek Cable, Inc. and certain other related parties. TCI AMERICAN CABLE HOLDINGS U, L.P. 8y: TCI Cahlevi o of Minnesota, Inc. By: N tephen M. Brett Title: Vice President ATTEST: VV ` By: V Name: Mary 1. illis Title: Assistan Secretary STATE OF COLORADO COUNTY OF ARAPAHOP I, the undarcigned, a Notary Public in and for said County, in the Stale of Colorado, do hereby certify that Stephen M. Brett, who is Vice president of TCI Cablevision of Minnesota, the general partner of TCI American Cable Holdings II, L.P., and Mary S. Willis, who is Assistant Secretary of TCI Cablevision of Minnesota, the general partner of TC1 American Cable Holdings II, L.P., personally known to trio to be the persons whoco names are subscribed to the foregoing instrument as such Vicc President and Assistant Secretary, respectively, appeared before me this day in person and acknowledged that they signed and delivered the forogoing instrument as their frcc and voluntary act and rut the free and voluntary act of TCI American Cable Holdings A, L.P. for the uses and purposes therein set forth. Given under my hand and seal this day of O , 1997. Notary Public My commission expires: t 410q�) Document #: 9627 Document: J:IKARLATA17ffO11.DOC We're taking television into tomorrow. TCI GREAT LAKES, INC. March 31, 1997 Mr. Gerald Smith Assistant to the Village Manager Village of Deerfield 850 Waukegan Rd. Deerfield, IL 60015 Dear Mr. Smith: Tt was a pleasure to have an opportunity to meet and talk.with you and your colleagues recently. That meeting was an important first step in what we hope will be a long and mutually rewarding relationship between the Village and TCI. One of the follow -up items that we agreed to provide to you was an organization chart or charts showing how your Post - Newsweek system fits into the present management structure of TCI Great Lakes as well as the overall organization of the Division office. Those two charts are attached for your review. You can see from the "Organizational Reporting Structure" chart that your Post - Newsweek system will be among the highest priorities for Steve Bryan, our Division Vice President. At the same time, he has instructed all of us on his staff to focus on your system as a priority to insure a smooth transition of service that, except for notification, will be virtually "seamless" to customers. And, of course, we are doing everything•we can to maintain the current Post - Newsweek group of employees who have so consistently delivered the excellent customer service to which you and the customers have become accustomed. We will be back in touch with you shortly. If, in the meantime, other questions or concerns arise, please do not hesitate to call on Steve or me. Sincerely, nc. Jim -Leech erector, Government Affairs JL:jml Attachment cc. .. Mark Balkin, Esq. 111 Pfingsten Road, Suite 400 Deerfield, Illinois 60015 (847) 480 -9292 FAX (847) 480 -7462 An Equal Opportunity Employer TCI Great Lakes, Inc. Organizational Reporting Structure Dave Reynolds Regional VP NorthWest Region Steve Bryan Division VP TCI Great Lakes Jim Mazur Regional VP Pittsburgh/ St. Louis Steve White Regional VP Chicago Post NewsWeek TCI Great Lakes, Inc. Division Office Steve Bryan Division VP Melinda Formusa AA/Office Mgr. Sherry Krupnick Mike Ibes Receptionist Mail Rm/Gen Office Pete Kie" -- Terry Pfister I VP/Controller �lar/Communications Jim Leach GA/Franchising Jon Newcomb Ken Reske Carlton Gates Division Counsel [Ratt e Reg/FCC I New Business GL 90138 GL 96130 -� — -- Sue Christensen I Kelth Heffron Asst. Controller Capital Analyst I I— Dartell Schmitz I— Jon Moses Sraine Anna Obdin Admin. Asst. - - -- Annette Suritz Joy Harvey - Admin Asst �__ — Budget Analyst -) Audit/Chgo I Capital Engr. Legal Asst/AA II _ -_ _ Kevin Igielski - I --- ( Anne Ingles Amy Winchell Contracts Admin. Doug Marlowe Acctg. Mgr. i i Financial Analyst I — -- - - -- -- - - -- ( - _ Telephony Sales _ - _.- -._.. Ken Wolf rc Pieler Acctg. Suprv. I ! Acctg. Suprv. 10 Accountants I i 10 A luntants I Mary Parker-Short' i Billing Mgr. Nadine May A/P Supervisor ' 5 A/P Clerks (+ temps)