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HomeMy WebLinkAboutRESOLUTION - 9-88 - 2/9/1988 - AMERICAN CABLE & CONTINENTAL CABLE RESOLUTION 140. 9-88 A RESOLUTION CONSENTING TO THE MERGER OF AMERICAN CABLESYSTEMS CORPORATION AND CONTINENTAL CARL EVISION ACQUISITION CO. , INC. WHEREAS, AMERICAN CABLESYSTEMS CORPORATION, a Delaware corp- oration, is the parent corporation of AMERICAN CABLESYSTEMS OF ILLINOIS, INC. , which is the General Partner of AMERICAN CABLE- SYSTEMS OF ILLINOIS, a Massachusetts Limited Partnership, which Limited Partnership is the Cable Franchisee of the Village of Elk Grove Village; and WHEREAS, AMERICAN CABLESYSTEMS OF ILLINOIS has requested that the Village consent to the merger of AMERICAN CABLESYSTEMS CORPORATION with CONTINENTAL CABLEVISION ACQUISITION CO. , INC. , a Delaware corporation which is a fully owned subsidiary of CONTIN- ENTAL CABLEVISION, INC. , whereby AMERICAN CABLESYSTEMS CORPORA- TION would become a wholly owned subsidiary of CONTINENTAL CABLE- VISION, INC. ; and WHEREAS, the Village consents to the merger of AMERICAN CABLESYSTEMS CORPORATION as requested, subject to the terms and conditions contained in this Resolution. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, County of Cook, Illinois, as follows : SECTION 1 : That the Village of Elk Grove Village hereby con- sents to a merger between AMERICAN CABLESYSTEMS CORPORATION, a Massachusetts corporation, and CONTINENTAL CABLEVISION ACQUISI- TION CO. , INC. , a Delaware corporation, a wholly owned subsidiary of CONTINENTAL CABLEVISION, INC. , subject to the following terms and conditions: I. Channel 6 shall be reserved for the sole and exclusive use of the Village of Elk Grove, the Village of Buffalo Grove, the Village of Hoffman Estates, the Village of Palatine, and the City of Rolling Meadows (hereinafter "Municipalities" ) for the life of the current Franchise Agreement between the parties to said Franchise Agree- ment, and no change or relocation may be made to the municipal access channel (Channel 6 ) without the unan- imous written consent of all Municipalities. II . The Franchisee shall, at its expense, provide and main- tain such microwave and other equipment as is necessary to allow the Village of Elk Grove to provide one (1 ) channel of access programming for Channel 6 to the other Municipalities. III . The Franchisee shall, at its expense, provide each Municipality with a new tape deck which will allow for the playback of local programming within each Municip- ality. Further, the Franchisee shall provide automated switching equipment to each Municipality to allow each Municipality to program Channel 6 within its corporate limits with programming from any of the following sources: Village of Elk Grove' s Channel 6 ; the Municip- alities' character-generator system; or the Municipali- ties ' play back decks. The equipment used to switch from Village of Elk Grove' s Channel 6 to the Municipal- ities' own signal source shall be Monroe Model 948X audio video switch to be used in conjunction with a Monroe Model 3000R-103C encoder to be located at the Channel 6 studio. IV. The Franchisee will provide within 180 days from the effective date of this Resolution, at its expense, for the satellite reception and distribution of the prog- ramming from the Federal Emergency Management Agency (FEMA) to all police, fire and public works facilities within Elk Grove Village and to the Village Hall, and shall provide, at its expense, converters, earth sta- tions, and any other necessary equipment. V. The Franchisee will be permitted to close its Rolling Meadows studio one (1 ) year after the activation and reasonable acceptance of the microwave system described in Paragraph II above, and shall retain all equipment contained in said studio. VI. Concurrent with the activation of the microwave system described in Paragraph II , and as part of the requisite fifteen (15 ) hours per week of local programming, Con- tinental will be permitted to provide five (5 ) hours per week of generic programming from its Elmhurst fac- 2 ility. Continental will be allowed to decrease local program- ming from fifteen (15 ) to ten (10 ) hours per week after the lapse of two (2 ) years from the date of approval of the transfer if the aforementioned microwave system has been activated; provided that at least five (5 ) hours per week be local origination (from within the geo- graphical boundaries of the Regional Cable Group, or, if studio production, involving persons, institutions, governmental bodies, and others from within said bound- aries ) ; and that unlimited PEG access be provided to all members of the Group. For purposes of this agreement, local origination shall be defined as that programming produced by and for the Franchisee, utilizing its own staff, interns, and vol- unteers, where not less than fifty percent (508 ) of said programming involves persons, institutions, gov- ernmental bodies, and others located within the bound- aries of the Municipalities or providing service to them. PEG access shall be defined as that programming produced by individuals, community groups, institu- tions, and governmental bodies, with technical assist- ance provided by the Franchisee. In meeting the programming obligations contained here- in, the Franchisee shall not be limited in the amount of programming that it may produce within the corporate limits of the Municipalities , and the Franchisee herein agrees to produce such programming within the Municip- alities as the Municipalities may reasonably request. VII . Concurrent with closing of the Rolling Meadows studio, the Franchisee will add one (1 ) full-time staff member (for a total of three) to its staff at the Palatine studio to assist in implementing the local access pro- visions of this, and all preceding agreements, and the cable ordinance. VIII .The Franchisee will maintain the equipment at its Pala- tine studio in good repair and working order and will provide the Regional Cable group, upon request, a re- port on equipment breakdowns and down-time of said equipment, which report shall include efforts made by the Franchisee to repair same and reduce down-time. Failure by the franchisee to provide said report or to reasonably and adequately deal with equipment break- downs or down-time of said equipment shall be deemed a violation of the franchise agreement. IX. The Franchisee herein agrees to provide that level of service which has been provided by the prior franchisee (American Cablesystems ) , including hours of operation 3 for its facilities, customer service hours, and res- ponse time to requests for service. Repair service technicians shall be available for service calls for 10 hours per day, Monday through Friday, commencing no earlier than 7 :00 a.m. ; 8 hours on Saturday, commencing no earlier than 8 :00 a.m. ; and 5 hours on Sunday, commencing no earlier than 10 :00 a.m. SECTION 2: That all of the other provisions of the Fran- chise Agreement between AMERICAN CABLESYSTEMS OF ILLINOIS, a Massachusetts Limited Partnership, and the VILLAGE OF ELK GROVE VILLAGE shall remain in full force and effect. To the extent the provisions of this Resolution shall conflict with the terms of said Franchise Agreement, the terms of this Resolution shall control. SECTION 3 : That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTES: AYES: 5 NAYS: 0 ABSENT: 0 PASS: 1 APPROVED: Charles J. Zettek VILLAGE PRESIDENT ATTEST: Patricia S. Smith VILLAGE CLERK PASSED this 9th day of Fury , 1988 . APPROVED this 9th day of February , 1988 . 4