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HomeMy WebLinkAboutR-292-3-80RESOLUTION NO. 292 CERTIFIED RESOLUTIONS OF THE CITY COUNCIL OF ALLEN, TEXAS STATE OF TEXAS COUNTY OF COLLIN CITY OF ALLEN I, Juanelle Cooksey , City Secretary of the City of Allen, Texas do hereby certify that the following resolutions have been duly adopted at a duly convened meeting of the City Council of the City of Allen, Texas, at which a quorum was present, and that such resolutions have not been amended or revoked, and are now in full force and effect: "WHEREAS, by ordinance number 247 (the "Ordinance"), dated August 3, 1978, the City of Allen, Texas (the "City") granted a non-exclusive right and privilege (the "Franchise") to Cablevision of Allen, a subsidiary of Media Systems, Inc., (the "Company") to construct, maintain, and operate a community antenna television system (the "system") within the corporate limits of the City, which franchise was assigned to Media Systems, Inc., on February 21, 1980; and, "WHEREAS, the City and Media Systems, Inc., on the 6th day of March, 1980, amended by agreement Ordinance No. 247, which amendment is now Ordinance No. 29.1 dated March 6, 1980; and, "WHEREAS, Media Systems, Inc., a Texas corporation, as general partner, has formed or will form a limited partnership under the provisions of the Texas Uniform Limited Partnership Act (the "Partnership") which will construct, own, maintain, and operate the System; and, "WHEREAS, in order to obtain financing for the construction of the System, the Partnership desires to obtain a loan (the "Loan") from Mercantile National Bank at Dallas, a national banking association (the "Bank"); and, "WHEREAS, the Bank is only willing to make the Loan if the Partnership grants to the Bank a security interest in all of the System, including the rights and Franchise granted to the Grantee by the Ordinance; and, "WHEREAS, the City desires that the System be constructed; "NOW, THEREFORE, in consideration of the foregoing, it is "RESOLVED, that the City approves the assignment of the Company's rights under the Ordinance to the Partnership; and further "RESOLVED, that the City approves the collateral assignment of and the grant of a security interest in the Company's rights under the Ordinance, to the Bank by the Partnership; and further "RESOLVED, that the City approves, upon any default under the Loan or the loan documents evidencing or securing the Loan, the assignment to the Bank and/or its successors and assigns, whether by foreclosure sale, deed in lieu of foreclosure, or otherwise, the Franchise and all rights of the Company or the Partnership under the Ordinance without the necessity of any further action or approval by the City; and further "RESOLVED, that the City Manager of the City is authorized, on behalf of the City, to execute and deliver to the Bank the Estoppel Certificate, in substantially the form attached hereto as Exhibit "A"; and further "RESOLVED, that these Resolutions will not be altered, amended, or rescinded and will remain in full force and effect until all obligations and indebtedness of the Partnership to the Bank pursuant to the Loan have been performed and paid in full. IN WITNESS WHEREOF, I have duly executed this certificate as of this 6th day of March, 1980. �bretary ty of Allen, Texas EXHIBIT "A" ESTOPPEL CERTIFICATE TO: Mercantile National Bank at Dallas, a national banking association (the "Bank"), its successors and•assigns THIS IS TO CERTIFY: 1. That no default has occurred and is continuing under the terms of Ordinance Number 247 or Ordinance Number 290 (the "Ordinance") of the City of Allen, Texas (the "City"), which grants a non-exclusive right and privilege (the "Franchise") to construct, maintain, and operate a community antenna tele- vision system (the "System") within the corporate limits of the City to Media Systems, Inc., (the "Company"); 2. That the Ordinance has not been amended or altered and remains in full force and effect; 3. That the City approves the assignment by the Company of its rights under the Ordinance to Media Systems, Ltd., a limited partnership (the "Partnership") to be formed under the provisions of the Texas Uniform Limited Partnership Act. 4. That the City approves the grant of a security interest to and the collateral assignment to the Bank of the Company's rights under the Ordinance as security for a loan (the "Loan") to be made by the Bank to the Partnership for the construction of the System; 5. That the City will give the Bank reasonable notice of any default under the Ordinance, together With the opportunity, but not the obligation,, to cure any such default within a reasonable time, which shall in no event be less than 30 days from the date such notice is given to the Bank; 6. That any notice to be given to the Bank hereunder will be deemed given when delivered in person or mail, registered or certified mail, return receipt requested, postage prepaid, to: Mercantile National Bank at Dallas P.O. Box 225415 Dallas, Texas 75265 Attn: Joe Rappeport; and ti 7. That this Certificate is given in order to induce the Bank to make the Loan and that the City will take no action which will in any manner alter or destroy the Bank's security interest in the System or the Franchise, including, but not limited to, any action which would alter or amend the Ordinance, without giving to the Bank thirty (30) days prior written notice of such action, until the Partnership has paid and performed in full its oblitations to the Bank pursuant to any and all documents executed by the Partnership in connection with the Loan. EXECUTED as of this 6th day of March, 1980. CITY OF ALLEN, TEXAS BY - Jon McCarty, City anager