1616 - Resolution - Repealing Resolution No. 1614 Falcon Video CommunicationsRESOLUTION NO. 1616
A RESOLUTION OF THE CITY OF PORT ORCHARD,
WASHINGTON REPEALING RESOLUTION NO. 1614 AND
APPROVING THE TRANSFER AND ASSIGNMENT OF A
CABLE TELEVISION FRANCHISE FROM OLYMPIC
CABLEVISION LIMITED PARTNERSHIP TO FALCON
VIDEO COMMUNICATIONS, L.P.
SECTION I. WHEREAS, Olympic Cablevision Limited
Partnership (the "Franchisee") operates a cable television system
in Port Orchard, Washington (the "City") pursuant to a valid
existing franchise (the "Franchise") granted by the City to the
Franchisee pursuant to Ordinance No. 1464, dated December 11,
1989, the terms and conditions of which Franchise, as amended,
are in full force and effect as of the date of this Resolution;
and
WHEREAS, the Franchisee and Falcon Video Communications
L.P., a Delaware limited partnership ("Falcon"), have entered
into a Stock Purchase Agreement by and among the Franchisee, its
General Partner (Vista Olympic, Inc., a Washington Corporation),
its limited partners and Falcon providing for: (a) uhe transfer
and assignment of the partnership interests of the Franchisee to
a corporation to be formed (Newco"), including all of the rights
and obligations under the Franchise in return for all the shares
of Newco; (b) the transfer and assignment of the shares of Newco
to Falcon; and (c) the liquidation of Newco and the transfer of
the assets of the system to Falcon, including all of the rights
and obligations under the Franchise (said transactions are
hereafter referred to as the "Franchise Transfer and
Assignment")' and
WHEREAS, the Franchisee is not in default of any of its
obligations under the Franchise; and
WHEREAS, the terms and conditions of the Franchise
require that the sale or transfer of the Franchise may not be
consummated without the prior approval of the City; and
WHEREAS, the Franchisee has requested that the City
auprove the transfer of the Fran(-hise to Falcon; and
WHEREAS, Falcon has shown that it possesses the
financial, technical and legal qualifications to operate the
cable system in Port Orchard, Washington;
Resolution No. 1616
Page Two of Two
NOW, THEREFORE, BE 1T RESOLVED BY THE PORT ORCHARD CITY
COUNCIL THAT:
1) The Franchise Transfer and Assignment to Falcon,
its successors and assigns, and Falcon's
assumption of all rights and obligations under the
Franchise is approved effective as of the period
from and after the consummation of the Franchise
Transfer and Assignment.
2) Approval is also granted for the assignment of a
security interest in the cable television system,
its assets or the Franchise in connection with the
financing and operation of the cable television
system.
3) The City hereby affirms that, as of the date of
this Resolution, the Franchisee is the current,
lawful holder of the Franchise, the Franchise was
validly issued and remains in full force and
effect and no event has occurred which, except for
the failure to give notice or the passage of time
or both, would constitute a breach or
noncompliance or default by the Franchisee under
the terms of the Franchise.
SECTION 11. That Resolution No. 1614 is hereby
repealed.
PASSED by the City Council of the City of Port
Orchard, APPROVED by the Mayor and attested by the Clerk in
authentication of such passage this 24th day of August, 1992.
4JWEATHERILL,
LESLIE MAYOR
ATTEST:
Pat-icia Hower, City Clerk