CCR1983249RESOLUTION #249-83
(As Amended)
CONSENT TO THE ASSIGNMENT OF CABLE TELEVISION
FHANCHISE FROM RVS TO INCERSOLL
WHEREAS, pursuant to Chapter 12.19 Of the Municipal Code of
the City of Muskego, RVS Cablevision Corporation wishes to
assign to Ingersoll Cable Corporation, a wholly-owned subsidiary
Ordinance #388, and
of Ingersoll Industries, Inc., the franchise granted under
WHEREAS, the consent of the City of Muskego is necessary to
such an assignment, and
WHEREAS, a public hearing has been held pursuant to said Ordin-
ance, and
WHEREAS, the Public Welfare Committee has reviewed this request
and has recommended approval,
THEREFORE, DE IT RESOLVED thnt the Common Council of tho Clty
of Muskego, upon the recommendation of the Public Welfare
Committee, does hereby consent to the assignment of said franchise
upon the terms and conditions stated in the attached agreement,
but contingent on the City of Muskego passing Ordinance #465
which are amendments to said CATV ordinance, and acceptance of
the CATV ordinance including said amendments by Ingersoll Cable
Corporation.
DE IT FURTHER RESOLVED that the Mayor nnd Clerk are nuthorized
to sign the appropriate documents as to said consent, but if said
umundments are not passed in their present form or us they may
be further amended and the entire amended ordinance accepted by
Inuersoll. or if Reso.lution--#259-83 is n@t oassed. t.he. Citv shall not -
be-~deened’to have .consented to -th~is ;assignment without fiirt+er action by the Common Council
DATED THIS I/& DAY OF , 1983.
.~
PUBLIC WELFARE COMMITTEE
Ald. Ralph Tomczyk 7y
Ald. Richard Nilsson
ATTEST;
City Clerk
I (ATTACHMENT TO RESOLUTION #249-83)
0 AGREEMENT
WHEREAS, the CITY OF MUSKEGO has granted a non-
e exclusive Franchise to RVS CABLEVISION CORPORATION and that
pursuant to said Franchise, RVS has commenced construction of
said cablevision system in accordance with said Franchise
Agreement with the CITY OF MUSKEGO; and
WHEREAS, certain controversies have arisen between
the CITY OF MUSKEGO and RVS relative to said Franchise Agreement
and INGERSOLL INDUSTRIES, INC. having expressed an interest in
building and operating a cablevision system for the CITY OF
MUSKEGO, and to expedite the completion of said system, INGERSOLL
has entered into an agreement with RVS on September 29, 1983
(the "Agreement") for the purchase of any and all right, title
and interest in and tothe Franchise presently held by RVS with
the CITY OF HUSKEGO;
a
It is agreed as follows:
That under the terms and provisions of said Agreement
by and between RVS and INGERSOLL, (a copy of which will be provided
to the CITY OF MUSKEGO) upon the transferring of all right, title
and interest in the Franchise for a cablevision system from RVS
@to INGERSOLL, said INGERSOLL will assume all responsibility for the
construction of said cablevision system and the operation thereof
under the term and conditions of the Franchise Agreement hereto-
fore granted to RVS by the CITY OF MUSKEGO,.
That under the tern and conditions of the Agreement 0 between INGERSOLL and RVS, INGERSOLL will assume full responsibility
for the construction and operation of the cablevision system in
accordance with proposals heretofore submitted to the CITY OF
MUSKEGO; and
INGERSOLL will ask the CITY OF MUSKEG0 to relieve RVS
of any further responsibility under the existing Franchise
Agreement with the CITY OF MUSKEGO and transfer all right, title
and interest in and to the same to INGERSOLL under Ordinance No.
388; and
RVS will not hold the CITY OF MUSKEGO liable under said
Ordinance, and the City will not hold RVS liable under the 0
Ordinance, and the CITY OF MUSKEGO will return the bond of RVS
without having taken any action thereon.
This Agreement is entered into by and between INGERSOLL
INDUSTRIES, INC. and RVS CABLEVISION CORPORATION, through its
designated and authorized corporate officers who have subscribed
hereto for the purpose of having the CITY OF MUSKEGO through its
duly elected officials, transfer all right, title and interest in
and to the Cabelvision Franchise heretofore awarded to RVS by said
Ordinance No. 388 to INGERSOLL in accordance with the Agreement
by and between INGERSOLL and the CITY OF MUSKEGO.
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Nothing herein shall diminish, in any way, the
rights and obligations of RVS and INGERSOLL under the
Agreement and the obligations of John Ingersoll individually
under the Agreement including, without limitation, any and
all indemnities to RVS from John Ingersoll individually.
Dated this \iiday of f fx/!.-~ , 1983.
RVS CABLEVI'SION CORPORATION I' 1
INGERSOLL:. INDUSTRIES, INC.
Agreed to insofar as it affectde: i -
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I, Andrew 0. Riteris, hereby certify under oath
..
that I have compared the original Unanimous Consent of The
Board of Directors of RVS Cablevision Corporation consisting
of three (3) documents (identical in printed text but
executed at three different times and locations) and that
the attached copies are true and correct copies of the
original Unanimous Consent which has been retained for
inclusion in the corporate minute book of RVS Cablevision
Conoration e
Andrew 0. Riteris /
Subscribed and sworn to before me
this L:-/! day of October, 1983
UNANIMOUS CONSENT
-0f-
THE BOARD OF DIRECTORS
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RVS ._ CABLEVISION CORPORATION
WE, the undersigned, being all of the Directors of
RVS CABLEVISION CORPORATION, a Wisconsin corporation (the
"Company"), do hereby adopt the following resolutions, with
the same force and effect as though adopted at a duly convened
and held meeting of the Board of Directors of the Company.
RESOLVED, that Leonard Tow having resigned
as Chairman of the Board is hereby elected
Executive Vice President of the Company to
serve until his successor is elected and
qualified;
RESOLVED, that in accordance with Section 3.12
of the Bylaws there is created and designated
an Executive Committee of the Board to consist
of Messrs. Leonard Tow, David 2. Rosensweig
and Eugene Weinrich, which Committee shall
have and may exercise, when the Board
with respect to the -business and
session the powers of the Board of Directors,
affairs of the Company, provided that
Committee act in respect to (i) dividend
h=tzc&L in no case shall the Execut
shareholders, (ii) election of principal
officers, (iii) the filling of vacancies in
the Board of Directors or this Committee,
(iv) sale of all or substantially all of the
assets of the Company, (v) merger or consoli-
dation of the Company, or (vi) dissolution
or liquidation of the Company.
..
27, 1983. I
.e I, Andrew 0. Riteris , hereby certify under oath
that I have compared the original Unanimous Consent of The
Executive Committee of The Board of Directors and that the
attached copies are true and correct copies of the original
Unanimous Consent which has been retained for inclusion in
the corporate minute book of RVS Cablevision Corporation.
/ndrew 0. Riteris
Subscriked and sworn to before me
this & day of October, 1983
I) My Commission
UNANIMOUS CONSENT OF
THE EXECUTIVE COMMITTEE OF
THE BOARD OF DIRECTORS
OF
RVS CABLEVISION CORPORATION
WE, the undersigned, being all of the members of the
Executive Committee of the Directors of RVS CABLEVISION
CORPORATION, a Wisconsin corporation (the "Company"), do
hereby adopt the following resolutions, with the same
force and effect as though adopted at a duly convened
- and held meeting of such Committee of the Board of
Directors of the Company.
RESOLVED, that the Executive Committee
of the Board of Directors of the Company
hereby approves the Company's entering
Inc. ("Ingersoll") or a subsidiary of
into agreement with Ingersoll Enterprises,
Ingersoll pursuant to which the Company
will sell and transfer to Intersoll
all of the Company's right, title and
interest in and to the franchise granted
to it under Ordinance #388 approved
November 10, 1981 by the City of Huskego.
Wisconsin, as well as all of the Company's
rights in and to the tower constructed
by the Company in connection with the
cable television system referred to in
the franchise and other certain personal
property incident to such system, all
under such terms and conditions as the
officer executing such agreement on
behalf of the Company may deem to be
appropriate and proper;
RESOLVED, that the President, the Executive
Vice President, any other Vice President,
the Treasurer, Secretary or Assistant
on behalf of the Company to enter into Secretary be and hereby is authorized
any such agreement with Inp,ersoll and
and in conjunction therewith is
deliver same on behalf of the Company
authorized further to enter iilLO such
consents and other agreements with
the City of Muskego as any such
officer may deem to be appropriate
and proper;
0
RESOLVED, that any and all officers of the
Company be and they hereby are authorized
all documents and instruments to
to do all things and execute and deliver
effectuate the aforesaid.reso utions.
.4 Dated: September , 1983.
a
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RESOLUTION #249-83
CONSENT TO THE ASSIGNMENT OF CABLE TELEVISION
FRANCHISE FROM RVS TO INGERSOLL ,/"
WHEREAS, pursuant to Chapter 12.19 of the Municipal Code of
the City of Muskego, RVS Cablevision Corporation wishes to
assign to Ingersoll Cable Corporation, a wholly-owned subsidiary
Ordinance #388, and
of Ingersoll Industries, Inc., the franchise granted under
WHEREAS, the consent of the City of Muskego is necessary to
such an assignment, and
WHEREAS, a public hearing has been held pursuant to said Ordin-
ance, and
WHEREAS, the Public Welfare Committee has reviewed this request
and has recommended approval.
THEREFORE, BE IT RESOLVED that the Common Council of the City
of Muskego, upon the recommendation of the Public Welfare
Committee, does hereby consent to the assignment of said franchise
upon the terms and conditions stated in the attached agreement,
but contingent on the City of Muskego passing Ordinance #465
which are amendments to said CATV ordinance, and acceptance of
Corporation.
the CATV ordinance including said amendments by Ingersoll Cable
BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized
to sign the appropriate documents as to said consent, but if said
be further amended and the entire amended ordinance accepted by
amendments are not passed in their present form or as they may
Ingersoll, the City shall not be deemed to have consented to
this assignment without further action by the Common Council.
DATED THIS DAY OF , 1983.
PUBLIC WELFARE COMMITTEE
* ATTEST :
City Clerk
Ald. Ralph Tomczyk
Ald. Richard Nilsson