HomeMy WebLinkAboutResolution 95-10
RESOLUTION NO.
95-10
.
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
APPROVING THE MERGER AND RELATED TRANSACTIONS
BETWEEN CABLEVISION INDUSTRIES OF CENTRAL
FLORIDA, INC. D/B/A CABLEVISION INDUSTRIES
AND TIME WARNER, INC.
WHEREAS, Cablevision Industries of Central Florida
("Franchisee") is the duly authorized holder of a franchise (as
amended to date, the "Franchise") authorizing the operation and
maintenance of a cable television system and authorizing Franchisee
to serve the City of Ocoee ("Franchise Authority"); and
WHEREAS, Cablevision Industries ("CVI") and Time Warner,
Inc., a Delaware Corporation ("Time Warner") have entered into an
Agreement and plan of Merger dated as of February 6, 1995 (the
"Agreement"), subject to, among other considerations, any required
approval of the Franchise Authority with respect thereto; and
WHEREAS, in connection with the merger and other
transactions (the "Transaction") contemplated by the Agreement,
there will be a change in ownership of the Franchisee from CVI to
Time Warner; and
WHEREAS, the Franchise requires, CVI and Time Warner now
seek approval of the Transaction; and
WHEREAS, the Transaction is deemed to be in the best
interests of the residents of the City of Ocoee, subject to the
. terms and conditions imposed herein;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OCOEE,
FLORIDA:
SECTION 1. The Franchise Authority hereby consents to
the Transaction, which includes the transfer of ownership of CVI to
Time Warner.
. SECTION 2. The consent herein granted does not
constitute and shall not be construed to constitute a waiver of any
obligations of Franchisee under the Franchise. In addition, this
consent shall not prejudice the City's rights with respect to the
renewal of the Franchise.
SECTION 3. This consent is expressly conditioned upon
Time Warner agreeing in writing providing that: (a) it shall abide
by and shall cause Franchisee to abide by all provisions in the
cable television franchise; (b) it shall cause Franchisee to
satisfy all of Franchisee's obligations and liabilities under the
cable television franchise, known and unknown, including but not
limited to, liability for any underpayment of franchise fees at any
time during the existence of the license; and (c) it shall use its
best effort to provide cable service to newly developed residential
subdivisions in the City on a timely basis by working with the City
and developers in order to better schedule projects for cable
installation and service.
SECTION 4. The City Manager is hereby authorized to
notify CVI and Time Warner in writing of this action.
SECTION 5. This Resolution shall become effective
immediately upon its passage, approval and adoption, unless Time
~ Warner fails to execute the appropriate acceptance agreement
reflecting the terms of this consent, in which case the consent
contained in this Resolution shall be null and void and Time Warner's
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authority to control the cable television franchise shall cease.
PASSED AND ADOPTED thisltr.la.y of J 4l'f ' 1995.
APPROVED:
ATTEST:
CITY OF OCOEE, FLORIDA
~:tt
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
APPROVED AS T~i~HE FORM AND
LEGALITY THIS DAY OF
CS'Uly ,1995.
LEIBOWITZ & ASSOCIATES
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON 11-{ L~ cr ,1995
UNDER AGENDA TEM NO."VI F
B'
Matthew L. Lei
Special C sel
fffP(bLeh5 fp ~
By: fltd) ~
City Attorney
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