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Ordinance 1998-34 STATE OF ILLINOIS ) )ss COUNTY OF KENDALL ) ORDINANCE NO. q S-3y AN ORDINANCE APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE FOR THE UNITED CITY OF YORKVILLE, ILLINOIS FROM IDS/JONES JOINT VENTURE PARTNERS TO TCI ILLINOIS HOLDINGS, L.P. AND EXTENDING THE FRANCHISE TO MARCH 31, 2001 WHEREAS, the UNITED CITY OF YORKVILLE, Illinois granted a franchise to operate a cable television system pursuant to Ordinance No.1979-10 dated July 12, 1979, between the UNITED CITY OF YORKVILLE and IDS/JONES JOINT VENTURE PARTNERS doin g business as JONES INTERCABLE ("Jones"), and JONES is the duly authorized holder of the Franchise which is due to expire on July 11, 1999; and WHEREAS, JONES and TCI Communications, Inc. ("TCIC") have A negotiated an Asset Purchase Agreement pursuant to which JONES will transfer substantially all of the assets of its cable television system serving the UNITED CITY OF YORKVILLE, including its rights under the Franchise, to TCI Illinois 1 Holdings, L.P., an assignee of TCIC; and WHEREAS, JONES and the Transferee have filed FCC Form 394 with the UNITED CITY OF YORKVILLE entitled "Application for Franchise Authority Consent to Assignment Or Transfer Of Control Of Cable Television Franchise", which has been deemed to be complete by the UNITED CITY OF YORKVILLE; and WHEREAS, the Franchise requires that the UNITED CITY OF YORKVILLE grant its consent to an assignment of the Franchise by JONES; and WHEREAS, JONES, TCIC and the Transferee have requested that the UNITED CITY OF YORKVILLE consent to the assignment and transfer of the Franchise by JONES to TCI Illinois Holdings, L.P.; and WHEREAS, as a condition of the assignment and transfer of the Franchise, JONES has sought from the UNITED CITY OF YORKVILLE an extension of the expiration date of the Franchise to March 31, 2001. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AS FOLLOWS: 2 The UNITED CITY OF YORKVILLE believes JONES to be materially in compliance with the Franchise and no event has occurred or exists at this time known to the UNITED CITY OF YORKVILLE which constitutes a material default or breach under the Franchise or would allow the UNITED CITY OF YORKVILLE to revoke or terminate the rights of JONES to own and operate the System thereunder. The Franchise represents the entire agreement of the UNITED CITY OF YORKVILLE and JONES, and JONES has no obligations to the UNITED CITY OF YORKVILLE other than those specifically stated in the Franchise and this Ordinance. The UNITED CITY OF YORKVILLE consents to the transfer of the Franchise and all of JONES' rights, powers, and privileges under the Franchise from JONES to the Transferee in accordance with the terms of the Franchise. The UNITE CITY OF YORKVILLE has received timely notice of JONES' intent to renew the Franchise pursuant to and in compliance with Section 626 of the Cable Communications Policy Act of 1984, as amended. The Franchise is currently in full force and effect and will be so until 11:59 p.m. on March 31, 2001, pursuant to Number 8 of this Ordinance. 3 The Transferee may transfer the System and/or the Franchise, or ownership or control related thereto, to any entity controlling, controlled by, or under common control with Transferee. The UNITED CITY OF YORKVILLE hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Cable System, or assets relating thereto, as collateral for a loan which may be used by JONES or the Transferee for the upgrade and/or reconstruction of the Cable System. This Ordinance shall be deemed effective upon the closing of the Transfer and the payment by JONES on or before December 15, 1998, to the UNITED CITY OF YORKVILLE of a telecommunications grant in the amount of$11,840.51. The UNITED CITY OF YORKVILLE agrees that it will not seek reimbursement for any costs or expenses it may incur, including, without limitation, any attorneys' or consultants' fees in connection with the renewal of the Franchise. The UNITED CITY OF YORKVILLE hereby extends the term of the Franchise until 11:59 p.m., March 31, 2001 to provide the UNITED CITY OF YORKVILLE and the Transferee an opportunity to conduct a renewal of the Franchise in accordance with Section 626 of the Cable Communications Policy Act of 1984, as amended, subject to the Transferee's written acknowledgment of an 4 agreement to the terms and conditions in this Ordinance, on or before December 15, 1998. This Ordinance shall have the force of a continuing agreement with JONES and the Transferee. No amendment or alteration of the terms and conditions of this Ordinance shall be approved without the mutual consent of the UNITED CITY OF YORKVILLE and JONES or the Transferee. Subject to compliance with the terms of this Ordinance, all action necessary to approve the transfer of the Franchise to the Transferee has been duly and validly taken. PASSED AND ENACTED THIS DAY OF �1� � , 1998. O ATTEST: CITY CLERK 5