HomeMy WebLinkAboutORD1099ORDINANCE NO.1099
AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE CITY OF APACHE
JUNCTION,ARIZONA,APPROVING THE TRANSFER AND ASSIGNMENT OF A CABLE
SYSTEM LICENSE FROM TRIAX MIDWEST ASSOCIATES,L.P.,TO MEDIACOM;AND
DECLARING AN EMERGENCY
WHEREAS,on or about June 14,1984,the City of Apache Junction ("City")
passed and adopted Ordinance No.281 granting a Cable System License ("License")
currently held by Triax Midwest Associates,L.P.("Triax");and
WHEREAS,on April 29,1999,a certain Asset Purchase Agreement
("Agreement")was made and entered into by and among Triax and Mediacom LLC;and
WHEREAS,Triax and Mediacom,LLC have requested consent of City to transfer
License and the assets of the Cable System (the "Transfer")to Mediacom Arizona
LLC ("Mediacom");and
WHEREAS,in compliance with the terms of the Agreement,the name of
Grantee/Licensee under the License will be changed from Triax to Mediacom;and
WHEREAS,under the License and applicable law,the proposed Transfer
requires consent from City;and
WHEREAS,City has reviewed the proposed Transfer and the legal,technical
and financial qualifications of Mediacom and Mediacom LLC;and
WHEREAS,based on the information obtained and on the report prepared by
City's cable television consultants Moss & Barnett,a Professional Association,
which is hereby incorporated by reference,City has found no reason to disapprove
the proposed Transfer to Mediacom.
WHEREFORE,THE MAYOR AND THE CITY COUNCIL ORDAIN AS FOLLOWS:
SECTION I.IN GENERAL
1.Triax is the lawful holder of a Cable License Agreement.
ORDINANCE NO.1099
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2.The City hereby consents and approves the proposed Transfer
subject to:
a.Transaction contemplated within the Agreement pursuant to the
terms and conditions described in information provided to the
City by Triax and Mediacom shall close.
b.Mediacom shall notify the City in writing of the completion of
the Transfer within thirty (30) days of the date of closing of
the Transfer.
c.Mediacom shall within thirty (30)days of the closing of the
Transfer,provide the City with a signed Acceptance of the
License and a Certificate of Good Standing or Existence for
Mediacom for the State of Arizona,and Mediacom LLC providing
the City with a Corporate Guaranty,both incorporated by
reference.
3.The City hereby waives any right of first refusal which the City may
have to purchase the License,or the Cable System serving the City,
but only as such right of first refusal applies to the request for
approval of the Transfer now before the City.
4.It shall be Mediacom's responsibility to forward or have forwarded
two original executed copies of the License Agreement by an
authorized agent of Triax to the City no later than September 17,
1999;in the event the Transfer from Triax to Mediacom is not
completed for any reason,the City's consent shall not be effective.
5.Mediacom may,at any time and from time to time,assign,grant,
pledge or otherwise convey one or more liens or security interests
in its assets,including its rights,obligations and benefits in and
to the License to any lender providing financing to Mediacom.
6.To the maximum extent permitted by all applicable local,state and
federal laws,this Ordinance shall not be construed in any way to
relieve Triax nor limit Mediacom from any liability under the
License.
ORDINANCE NO.1099
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SECTION II.REPEALING ANY CONFLICTING PROVISIONS
All ordinances and parts of ordinances,or any part of the Apache Junction City
Code,Volume I,Chapter 14,Cable Systems,in conflict with the provisions under
this ordinance are hereby repealed.
SECTION III.PROVIDING FOR SEVERABILITY
I f any section,subsection,sentence,phrase,clause or portion of this
ordinance,or any part of the Apache Junction City Code,Volume I,Chapter 14,
Cable Systems,is for any reason held to be invalid or unconstitutional by the
decision of any court of competent jurisdiction,such decisions shall not affect
the validity of the remaining portions thereof.
SECTION IV.DECLARING AN EMERGENCY
It being necessary for the preservation of the peace,health and safety of the
City of Apache Junction, Arizona,that an emergency is declared to exist and this
ordinance shall be effective immediately upon its passage and adoption.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION,
ARIZONA,THIS 17TH DAY OF AUGUST ,1999.
SIGNED AND ATTESTED TO THIS 17TH DAY OF AUGUST ,1999.
ATTEST:
KATHLEEN CONNELLY
City Clerk
ORDINANCE NO.1099
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DOUGLAS CVLEMAN
Mayor
APPROVED AS TO FORM:
8-12-99
RICHARD J.STERN
City Attorney
ORDINANCE NO.1099
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