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1988-018ORDINANCE NO. 88- 18 AN ORDINANCE CONSENTING TO THE MERGER OF AMERICAN CABLESYSTEMS CORPORATION WITH CONTINENTAL ACQUISITION CO., INC. WHEREAS, American Cablesystems Corporation, a Delaware Corporation, is the parent corporation of American Cablesystems of Illinois, Inc., which is the general partner of American Cablesystems of Illinois, a Massachusetts Ltd. partnership, which limited partnership is the Village's Cable Franchisee; and, WHEREAS, the Village's franchisee American Cablesystems of Illinois has pursuant to its agreement with the Village requested that the Village consent to the merger of American Cablesystems Corporation with Continental Cablevision Acquisition Company, Inc., a Delaware Corporation which is a fully owned subsidiary of Continental Cablevision, Inc., whereby American Cablesystems Corporation would become a wholly owned subsidiary of Conti- nental Cablevision, Inc. (hereinafter sometimes referred to as "Continental "); 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 ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that: Section l: The Village of Buffalo Grove hereby consents to a merger between American Cablesystems Corporation, a Delaware Corporation, and Continental Cablevision Acquisition Company, Inc., a Delaware Corporation which is a wholly owned subsidiary of Continental Cablevision, Inc. subject to the following terms and conditions: 1 A. Channel 6 shall be reserved for the sole and exclusive use of the Village of Buffalo Grove, the Village of Elk Grove Village, the Village of Hoffman Estates, the Village of Palatine, and the City of Rolling Meadows (hereinafter "Municipalities ") for the life of the franchise agreement between the parties and no change or relocation may be made to the municipal access channel (Channel 6) without the unanimous written consent of all Municipalities. B. The Franchisee shall, at its expense, provide and maintain 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. C. The Franchisee shall, at its expense, provide each Municipal- ity with a new tape deck which will allow for the playback of local program- ming within each Municipality. Further, the Franchisee shall provide au- tomated 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 Municipalities' character - generator system; or the Municipalities' playback decks. The equipment used to switch from Village of Elk Grove's Channel 6 to the Munic- ipalities' 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. D. Franchisee will provide within 180 days from the effective date of this Ordinance, at its expense, the satellite reception and distribution of the programming from the Federal Emergency Management Agency (FEMA) to all police, fire and public works facilities within Buffalo Grove, K and shall provide, at its expense, converters, earth stations, and any other necessary equipment. E. The Franchisee will be permitted to close its Rolling Meadows studio one (1) year after the activation and reasonable acceptance by the Municipalities of the microwave system described in Paragraph B above, and shall retain all equipment contained in said studio. F. Concurrent with the activation of the microwave system de- scribed in Paragraph B, and as part of the requisite fifteen (15) hours per week of local programming, the Franchisee will be permitted to provide five (5) hours per week of generic programming from its Elmhurst facility. Franchisee will be allowed to decrease local programming 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 geographical boundaries of the Municipalities, or, if studio production, involving persons, institutions, governmental bodies, and others from within said boundaries); and that unlimited public, educational and governmental (PEG) access be provided to all members of the Municipalities. 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 volunteers, where not less than fifty percent (50%) of said programming involves persons, institutions, governmental bodies, and others located within the boundaries of the Municipalities or providing service to them. PEG access shall be defined as that programming produced by individuals, community groups, institutions, and governmental bodies, with technical assistance provided by the Franchisee. 3 In meeting the programming obligations contained herein, 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 Municipalities as the Municipalities may reasonably request. G. 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 provisions of this, and all preceding agreements, and the cable ordinance. H. The Franchisee will maintain the equipment at its Palatine studio in good repair and working order and will provide the Municipalities, upon request, a report on equipment breakdowns and down -time of said equip- ment, 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 breakdowns or down -time of said equipment shall be deemed a violation of the franchise agreement. I. The Franchisee herein agrees to provide that level of service which has been provided by American Cablesystems, including hours of opera- tion for its facilities, customer service hours, and response time to re- quests 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. J. The Franchisee shall post a $50,000.00 performance bond for a period of one (1) year from the date of approval of the transfer. Section 2: That all of the other provisions of the Franchise Agreement between American Cablesystems of Illinois and the Village of Buffalo Grove shall remain in full force and effect. To the extent the provisions of this 4 Ordinance shall conflict with the terms of said Franchise Agreement, the terms of this Ordinance shall control. Section 3: This Ordinance shall be in full force and effect from and after its passage and approval according to law. This Ordinance shall not be codified. AYES: 4 - Marienthal, Glover, Kowalski, Shields NAYES: 0 - None ABSENT: 2 - Reid, Shifrin PASSED: February 22, 1988 APPROVED: February 22, 1988 APPROVED: VERNA L. CLAYTON, Village Pr ident ATTEST: Village Clerk 5 S VILLAGE OF BUFFALO GROVE ORDINANCE NO. Y f — / O ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GRO E THIS DAY OF , 19 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Buffalo Grove, Cook & Lale Counties, Illincyis, this --2-a- -day of 19��I W/A �llage Clerk C��7 By_ WL,Lta M Deputy Cl rk ORDINANCE NO. 88— 18 AN ORDINANCE CONSENTING TO THE MERGER OF AMERICAN CABLESYSTEMS CORPORATION WITH CONTINENTAL ACQUISITION CO., INC. WHEREAS, American Cablesystems Corporation, a Delaware Corporation, is the parent corporation of American Cablesystems of Illinois, Inc., which is the general partner of American Cablesystems of Illinois, a Massachusetts Ltd. partnership, which limited partnership is the Village's Cable Franchisee; and, WHEREAS, the Village's franchisee American Cablesystems of Illinois has pursuant to its agreement with the Village requested that the Village consent to the merger of American Cablesystems Corporation with Continental Cablevision Acquisition Company, Inc., a Delaware Corporation which is a fully owned subsidiary of Continental Cablevision, Inc., whereby American Cablesystems Corporation would become a wholly owned subsidiary of Conti- nental Cablevision, Inc. (hereinafter sometimes referred to as "Continental"); 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 ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that: Section 1: The Village of Buffalo Grove hereby consents to a merger between American Cablesystems Corporation, a Delaware Corporation, and Continental Cablevision Acquisition Company, Inc., a Delaware Corporation which is a wholly owned subsidiary of Continental Cablevision, Inc. subject to the following terms and conditions: 1 A. Channel 6 shall be reserved for the sole and exclusive use of the Village of Buffalo Grove, the Village of Elk Grove Village, the Village of Hoffman Estates, the Village of Palatine, and the City of Rolling Meadows '(hereinafter "Municipalities ") for the life of the franchise agreement between the parties and no change or relocation may be made to the municipal access channel (Channel 6) without the unanimous written consent of all Municipalities. B. The Franchisee shall, at its expense, provide and maintain 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. C. The Franchisee shall, at its expense, provide each Municipal- ity with a new tape deck which will allow for the playback of local program- ming within each Municipality. Further, the Franchisee shall provide au- tomated 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 Municipalities' character - generator system; or the Municipalities' playback decks. The equipment used to switch from Village of Elk Grove's Channel 6 to the Munic- ipalities' 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. D. Franchisee will provide within 180 days from the effective date of this Ordinance, at its expense, the satellite reception and distribution of the programming from the Federal Emergency Management Agency (FEMA) to all police, fire and public works facilities within Buffalo Grove, PA and shall provide, at its expense, converters, earth stations, and any other necessary equipment. E. The Franchisee will be permitted to close its Rolling Meadows studio one (1) year after the activation and reasonable acceptance by the Municipalities of the microwave system described in Paragraph B above, and shall retain all equipment contained in said studio. F. Concurrent with the activation of the microwave system de- scribed in Paragraph B, and as part of the requisite fifteen (15) hours per week of local programming, the Franchisee will be permitted to provide five (5) hours per week of generic programming from its Elmhurst facility. Franchisee will be allowed to decrease local programming 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 geographical boundaries of the Municipalities, or, if studio production, involving persons, institutions, governmental bodies, and others from within said boundaries); and that unlimited public, educational and governmental (PEG) access be provided to all members of the Municipalities. 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 volunteers, where not less than fifty percent (50%) of said programming involves persons, institutions, governmental bodies, and others located within the boundaries of the Municipalities or providing service to them. PEG access shall be defined as that programming produced by individuals, community groups, institutions, and governmental bodies, with technical assistance provided by the Franchisee. 3 In meeting the programming obligations contained herein, 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 Municipalities as the Municipalities may reasonably request. G. 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 provisions of this, and all preceding agreements, and the cable ordinance. H. The Franchisee will maintain the equipment at its Palatine studio in good repair and working order and will provide the Municipalities, upon request, a report on equipment breakdowns and down -time of said equip- ment, 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 breakdowns or down -time of said equipment shall be deemed a violation of the franchise agreement. I. The Franchisee herein agrees to provide that level of service which has been provided by American Cablesystems, including hours of opera- tion for its facilities, customer service hours, and response time to re- quests 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. J. The Franchisee shall post a $50,000.00 performance bond for a period of one (1) year from the date of approval of the transfer. Section 2: That all of the other provisions of the Franchise Agreement between American Cablesystems of Illinois and the Village of Buffalo Grove shall remain in full force and effect. To the extent the provisions of this 4 Ordinance shall conflict with the terms of said Franchise Agreement, the terms of this Ordinance shall control. Section 3: This Ordinance shall be in full force and effect from and after its passage and approval according to law. This Ordinance shall not be codified. AYES: 4 - Marienthal, Glover, Kowalski, Shields NAYES: 0 - None ABSENT: 2 - Reid, Shifrin PASSED: February-.-22, 1988 APPROVED: February 22, 1988 1 ATTEST: Village Clerk "� tcf APPROVED: VERNA L. CLAYTON, Village President 9