10543RESOLUTION 10,543
193
A RESOLUTION APPROVING THE ASSIGNMENT OF
TELECOMMUNICATIONS NETWORK FRANCHISE AGREEMENT BY
AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS AND
ENTERGY LOCAL FIBER COMPANY TO HYPERION
COMMUNICATIONS OF ARKANSAS, L.L.C.; A FOR OTHER
MATTERS RELATED THERETO.
WHEREAS, on or about July 16, 1997, the City of Little Rock, Arkansas, a municipal
corporation duly organized pursuant to the laws of the State of Arkansas (the "City") and
Entergy Local Fiber Company, a division of Entergy Technology Holding Company, a
corporation duly organized pursuant to the laws of the State of Delaware and authorized to do
business in the State of Arkansas ( "ELF "), entered into that certain telecommunications
network franchise agreement (the "Franchise Agreement ") which was authorized by Ordinance
No. 17,532 of the Ordinances of the City approved July 15, 1997; and
WHEREAS, ELF, has agreed to transfer its interests under the Franchise Agreement to
Hyperion Communications of Arkansas, L.L.C. ( "Hyperion ") and thereafter Hyperion will
perform the obligations of ELF under the Agreement;
WHEREAS, pursuant to Section 5.1 of the Franchise Agreement, ELF may not assign,
sell or transfer any interest in the Franchise or the Telecommunications Network without the
prior written consent of the Board of Directors.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of
Little Rock;
Section 1. In consideration of Hyperion's agreement to assume and to fully perform
all of ELF's duties, responsibilities and obligations under the Franchise Agreement and subject
to receipt and acceptance by the City of sufficient documentation confirming Hyperion's
assumption of and agreement to perform the: Franchise Agreement, the City does hereby
approve and consent to the transfer of the ,Franchise granted pursuant to the Franchise
Agreement to Hyperion.
Section 2. In consideration of the performance by ELF of its duties and
responsibilities pursuant to the Franchise Agreement including, but not limited to, the payment
of any and all franchise fees to the City, the City does hereby fully and completely release and
acquit ELF from any further and continuing obligations under the provisions of the Franchise
Agreement. This release is to be effective as of the date of assumption of the Franchise
Agreement by Hyperion, provided, however that such release shall not absolve ELF of the
completion of any obligations which remain unperformed or incomplete as of the effective date
of assumption of the Franchise Agreement by Hyperion.
El
•
Section 3. The approval of the transfer of & Franchise Agreement set forth
hereinabove shall be effective only as to Hyperion and shall not inure to the benefit of any
other person including any affiliate or related party to.Hyperion. Neither shall this Resolution
release Hyperion from the obligation set forth m ' Sd'ctibn 5 of the Franchise Agreement to
obtain the City's consent to any future transfer, conveyance or assignment of the Franchise or
the Telecommunication Network.
194
Section 4. This Agreement shall be in effect from and after the date of its approval.
PASSED May 4, , 1999.
APPROVED:
Jim a' ey, Mayor
ATTEST:
(2 al e ^ Arai cit-
Robbie ie Hancock, City Clerk
APPROVED AS TO FORM:
Thomas M. Carpenter, City Avbmey
97151