HomeMy WebLinkAboutM-81-0843JOINT VENTURE AGREEMENT
THIS AGREEMENT made and entered into as of this day of
1981 b and between Miami Tele-Communications Inc. a
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Florida Corporation (hereinafter "MTI"), and Americable of Greater Miami, LTD.
a Florida limited partnership (hereinaf ter "Americable"),
WITNESSETH THAT:
WHEREAS, MTI and Americable (herein together sometimes called the
'Joint Venturers", "Venturers" and severally called "Venturer") desire to form a
joint venture for the purpose of entering into a license agreement (herein after
the "License") with the City of Miami, Florida (herein "City"), constructing and
operating a CATV system (hereinafter the "Systern") in the City, all pursuant to
such City ordinances, regulations, requests for proposals or proposed agreements
that may now or hereafter be enacted or promulgated by the City (hereinafter
collectively called the "Ordinance"); and
WHEREAS, the Venturers have concluded it will be mutually advantageous
to accept the License from the City, as negotiated with Americable and to enter
into a joint venture for the construction and operation of such system in
accordance with the terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
f of I ows:
I. Formation and Name. The Joint Venturers hereby associate them-
selves together as a joint venture (herein generally called the "Venture" or "Joint
Venture") for the purposes enumerated in Section 2 hereof. The name of the
Venture shall be Miami Cablevision (herein "Miami Cable") Such name shall be
registered as provided by the laws of the State of Florida or given such other
legal protection as may be deemed advisable. The principal place of business of
the Venture is in the City of Warni, Florida. The Venture shall be governed by
the laws of the State of Florida and the terms of this Agreement, and nothing
contained herein or in any other agreement relative hereto shall constitute or
establish the relationship of general partners or partnership between the
Venturers for any purpose other than those stated herein.
2. Purposes. The purposes of the Venture shall be as set forth in the
preambles to this Agreement, and none other; provided always, that the Venture
shall have all the powers reasonably necessary or incident to the carrying out of
its purposes aforesaid; all subject to the terms, provisions and conditions herein
contained.
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3. Term. The Venture shall begin on the date hereof subject to
registration of the name of the Joint Venture and shall continue until terming=
tion as provided for hereinafter.
3.1 The term of the Venture shall continue so long as the Venture
retains a CATV License from the City, is a party to such License agreement with
the City, or both, including subsequent amendments and renewals of such License
agreement.
4. Capital.
4.1 Initial Capital: The initial capital (herein called the "Initial
Capital") of the Venture shall be provided equally by each Venturer and shall be
in the initial aggregate amount of Fifty Thousand Dollars ($50,000) which shall
be used to prepare a full presentation to lending institutions for acquisition of
bank financing as hereinafter provided. MTI's investment of $25,000 shall
represent a one-half interest in Miami Cable and the Americable's investment of
$25,000 shall represent a one-half interest in Miami Cable. The initial cash
capital contribution of each Venture shall be paid in full in cash simultaneously
with the execution of this Agreement. It is understood and agreed that neither
Venturer shall be obligated to contribute, provide or advance any additional
funds to the Venture over and above its contribution to Initial Capital, as
aforesaid, except as may be hereinafter expressly provided.
4.2 Initial Loan: Upon acceptance of the License, MTI shall loan
Two Million Dollars ($2,000,000) to the Venture which shall be used to provide
the security fund as provided in Section 1001 of the proposed city ordinance.
This initial loan shall bear interest at the prime commercial lending rate set,
from time to time, by the Bank of New York, or at the incremental rate of
borrowing of either Venturer whichever is higher. Notwithstanding the
provisions of Section 18 hereof this initial loan shall be repaid from the first
monies received by the Venture.
4.3 Development Capital: In connection with the acquisition of bank
financing as set forth in Section 6 hereof, the necessary investment (herein
"Development Capital") in the Joint Venture shall be provided by the Venturers
as f of l ows:
The Venturers shall each make equal subordinate loans to the
Joint Venture which Development Capital loans shall be repayable as set forth in
Section 18 and shall bear interest at the prime commercial lending rate set, from
time to time, by the Bank of Hew York, or at the incremental rate of borrowing
of a Venturer, whichever is higher.
- 4.3.1 Shortfalls in Development Capital: In the event there shall
occur any deficiencies in Development Capitol, there shall be o "loan call" by the
Management Committee (hereinafter referred to in Section 8) to each Venturer
to make up the shortfalls. The Venturers shall snake up such deficiency or
deficiencies by making equal subordinate loans. In the event, and to the extent
that either Venturer does not make its loan, the other may do so. Loans made in
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relpOf 3e to d "Loan Call" shall be repayable rind bear interest as set forth in 4*2
above,
5. Funding To provide funds to the Venture to the extent funds which
have been obtained through loan calls and third party financing are insufficient,
the Venturers shall loan funds on a subordinate basis to the Venture for
construction and operation of the System to the extent such cannot be borrowed
from institutional, bank, or other third -party lenders. Such loans as may be
required in excess of senior debt and Development loans, shall bear interest as
set forth in 4.2 above and be repayable as set forth in Section 18. Loans by the
Venturers shall be repayable solely from Joint Venture assets in the manner set
forth in Section 18.
6. Financing Arrangement. The Venture shall use its best efforts to
seek sufficient third party financing for the construction of the System.
However, it is recognized by the Venturers that the Venture may not be able to
obtain all financing from third party lenders and that Americable, as the
Manager of the Venture, may have to issue loan calls. The necessary
Development Capital loans required to obtain and retain reasonable bank _
financing pursuant to this paragraph have been designated as "Development
Capital, and shall be provided by the Venture in accordance with Section 4.2
herein. During the consruction period of the Joint Venture, each party will
advance to the Joint Venture an amount of approximately $10,000,000 as such
Development Capital Loans.
7. Interest, Profits and Losses. The interests of the Venturers in the
Joint Venture, and in the division and allocation of the profits and losses thereof,
shal I be as f of I ows:
1 MTI Fifty Percent (50%);
—j Americable Fifty Percent (50%)
No Venturer shall at any time be obligated to personally reimburse the other, by
way of contribution on account of any loss as may be incurred by either
Venturer. Insofar as Federal and State Income Tax returns are concerned, any
deductions or credits applicable for Federal Income Tax purposes, including
deductions for depreciation and investment tax credit, shall be allocated on an
equal basis.
8. Overall Management and Operation of the Venture. Subject to the
terms and provisions of this Agreement and a Cable Television Management
Agreement with Americable, Inc., a Florida Corporation, to be negotiated later
which shall contain teens and conditions consistent with industry standards
(hereinafter the A(lerrneni") rnannqement of the business and
affairs of the Venture shall be vested in a rnarxicternent conItnittee, (herein called
the "Management Cullil-rilte(-c') composted of the representatives dcsignoted from
time to lime by each of the Venturers. PATI and Americable collectively may
each designate one or more representatives to the Management Committee, but
MTI and Americable shall each have but one vote on the Management
J:
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Committee. The Management Committee representatives of each of the
Venturers shall initially be composed as provided in Section 17 hereof and
thereafter designations of representatives on the Management Committee shall
be made by iNIT1 and Americable respectively (subject to the provisions of
Section 25) in writing addressed to the other Venturer. Unless any action of the
Venture is herein specifically required or permitted to be effected only upon the
concurrence of some other number or combination of Venturers, no Joint Venture
action shall be taken except by the unanimous consent of such Management
Committee.
8.1 Meetings of the Management Committee. There shall be an annual
meeting of the Management Committee called by Americable for the
presentation of the annual operating and capital budget; prepared by Americable
pursuant to the terms of the Management Agreement. In addition, meetings of
the Management Committee may be called by either a Management Committee
representative of Americable or a Management Committee representative of
MTI, at any time and from time to time, by giving 10 days notice of such
meeting stating the time, place and purpose of such meeting, sent by United
states mail, postage prepaid, to the members of the Management Committee.
Any action acquired to be taken at a meeting of the Management Committee,
may be taken, without notice, at a meeting held by telephone conference call
with all of the designated members of the Management Committee participating.
9. Certain Duties, Responsiblities and Compensation. Subject to the
terms and provisions of this Agreement, and to the supervision and control of the
Venturers and the Management Committee, Americable Inc. (under the terms of
the Management Agreement) shall be specifically charged with the following
duties and responsibilities, and shall be entitled to the out-of-pocket costs and
management fees specifically provided for in this Agreement, and not otherwise.
9.1 Supervision of Construction: Under and pursuant to the terms
of the Management Agreement, during construction, Americable, Inc. shall
exercise day-to-day management, supervision of all work, and control of the
design and construction of the System, including but not limited to arrangments
for pole attachments and clearances by applicable utilities, application and
negotiation for all necessary easements and right-of-way crossings, and
supervision of independent contractors. In addition, the Venture shall pay
Americable, Inc, for reasonable out-of-pocket expenses incurred during such
constructon supervision.
9.2 Systern Management: Subject to the control of the
Management Committee_, and pursuant to the terms of the Management
Agreement, Americable, Inc. sholl be in charge of the day -today management of
the System, and shall be responsible for the legal, accounting, and other
ministerial requirements of the Venture, and to this end, Americable, Inc. will:
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9.2.1 Have the authority to and shall open and maintain banking
accounts and maintain accounting records as provided in Sections 15 and 16, and
furnish monthly reports to each Venturer, disclosing in reasonable detail the
status and progress of the development of the System including, without
limitation, status of development, construction costs, schedules, lease payments
and current financial requirements.
9.2.2 Promptly pay all obligations incurred in connection with the
planning, engineering, and development, and all taxes and other charges properly
attributable to the Venture to the extent of the available funds of the Venture.
9.2.3 Prepare and file all applications, reports, or other documents
required to be filed by the Venture pursuant to the requirements of third -party
agreements such as pole contracts, or to the requirements of appropriate
governmental agencies, including but not limited to the City and the Federal
Communications Commission.
9.2.4 Conform to policies and programs established and approved by
the Venturers or the Management Committee. As required, MTI will cooperate
with Americable, Inc.' in providing such information and other support as is
reasonably necessary to enable Americable, Inc to carry out its duties and
responsiblities enumerated in this Section 9.
9.2.5 Americable,lnc. shall be compensated for such management of
the System by payment by the Venture of a sum equal to five percent (5%) of the
gross revenues (as defined in the Management Agreement) of the System, to be
computed annually based on the reported revenues for each fiscal year of the
Vent ure.
9.3 The Venturers agree that with respect to pay and other
programming services which the Venture may elect to utilize in connection with
the operation of the system, MTI, or it's offilites, shall have the right, if it is
able to do so, to supply such programming to the Venture providing only that (i)
the services are substantially the sarne as provided by MTI or it's affiliates to
any third party, and (ii) the price charged to the Venture for such goods or
services does not exceed the price for which the Venture can obtain such
programming on an arm's-length basis directly from the Vendors to MTI.
Marketing of pay services shall be made with priorities which are satisfactory to
MTI.
10. Organizational and Operatic Expenses. Organizational and
operating expenses shall be borne and paid for by the Venture as provided in
Sections 4 and S of this Agreement and shall not be charged to the respective
Venturers. Those expenses to be charged to the Venture shall include (without
limitation) the following.
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10.1 All off -site expenses and costs incurred through third
parties in the construction of the System.'&
10.2 The cost of supplies, material and equipment required by
the Venture.
10.3 Reaso!-,ab!e legal and auditing expenses as maybe incurred
from time 1u tiroe. ,
10.4 Such other expenses as the Venture may incur as ` contemplated by this Agreement, or as may hereafter be agreed,
upon by the Management Committee, including, but not limited
to, those expenses incurred pursuant to Sections 9.1.
11. Borrowing. Except for the financing contemplated in section 6
he the Venture shall not, nor shall any Venturer on behalf of the Venture,
directly or indirectly, (i) borrow money or become obligated upon or liable for
any monies borrowed; nor (ii) assume, guarantee or act as surety for any
obligation or liability (whether for borrowed money or otherwise) of any other
person, firm or corporation; without obtaining in each case the prior written
consent of both of the Venturers.
12. Contracts. Every contract and agreement obligating the Joint
Venture or to which the Venture may became a party (including any and all
contracts for the construction of the System, and any and all leases of all or any
part thereof) in excess of $100,000 shall be in writing and shall be executed by
one of each Venturer's Management. Committee representatives.
13. Conflict of Interest.
13.1 Except with the written approval of both Venturers, the Venture
shall not employ, contract with, purchase from, deal with or pay any
compensation or any other remuneration, however termed, to either Venturer, or
any officer, employee, or representative of either Venturer, or any person, firm
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of corporation in which either Venturer or any officer, employee, or
representative of either Venturer is directly or indirectly interested, connected
or related. Notwithstanding the generality of the foregoing sentence, the
Venturers agree that with respect to any materials, equipment, or other services
which the Joint Venture may elect to utilize in connection with the engineering,
construction or operation of the system, Americable or its affiliates shall have
the right, if it is able to do so , to supply such goods and services to the Venture
providing only that (i) the services are substantially the Borne as provided by
Americable or its affiliates to any third party, and (ii) the price charged to the
Venture for such goods or services does not exceed the price for which the
Venture can obtain such goods or services on an arms -length basis directly from
the vendors to Americable.
13.2 The activities of the Joint Venture created herein are expressly
limited to the project outlined in the preambles of this Agreement, and to
activities related to the CAN market represented by the City of Miami, all
other relationships between the Venture and either MTI or Americable or their
respective stockholders, affiliates, or subsidiaries, shall be on a fully competi-
tive, fair market basis.
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1.4. Banking and Disbursement of Funds. All funds of the Venture shall be
deposited in its name in accounts in such banks in Miami as shall be selected by
Americable, Inc. as the Manager of the Venturer. All checks, drafts and
withdrawals therefrom shall be made -in the manner and under terms established
by the Manager subject to the review of the Management Committee.
15. Books and Records; Audits. The Venture shall keep and maintain a
complete and accurate modern system of records and accounts, reflecting oil
transactions of the Venture. Separate accounts shall be kept for each Venturer
to record Capital contributions, Advances, accrued interest, undistributed profits
and losses and distributions. The records and accounts of the Venture shall be
maintained and kept at the offices of Americable, Inc. and each Venturer shall
have the unrestricted right, personally or by authorized agent, to inspect the
records and accounts of the Venture and to make extracts or copies of the same.
• 16. Designated Representatives. In order to facilitate the operations of
the Venture, the Venturers shall, from time to time, each designate in accor-
dance with the provisions of Section 8 hereof one or more agents or represento-
tives to represent them in connection with the affairs of the Venture, and upon
the Management Conunittee. Such designees shall hove 1he authority to execute
all instruments for and on behalf of their respective principals,
16.1 Until further notice, John C. Malone and Paul Alden
(individually and not jointly), are designated such representatives of MTI.
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16.2 Until further notice, Charles Hermanowski and
Joel Ehrenkranz (individually and not jointly), are designated r
such representatives of Americable.
17. Distribution of Available Funds. All funds (herein
called "Available Funds") of the Venture, from whatever source
derived, not reasonably required for the purposes of the Venture,
shall be applied and distributed from time to time as follows
in the following order, and the provisions of this Section 18
shall govern all distributions on account of advances, interest,
return of Initial Capital, Development Capital, and disbursements
of profits and losses:
equally to the Venturers, without preference one over the other.
18.1 Right of First Refusal
18.1.1 Option to Purchase. If, at any
time after six years from the date a valid License Agreement
is entered into by the City and the Venture, either Venturer
(herein "Offeror") desires to transfer its Joint Venture
interest, pursuant to a bona fide written offer from a prospective
unaffiliated third party purchaser, he shall first offer such
interest for sale in writing to the other Venturer (herein
"Offeree") at the price and upon the terms set forth in
such written offer; provided, ho%gever, that the Offe.ree shall
not be required to match any offer the considerl-ition for which
is not practicably obtainable except by the prospective purchaser
such as specific land or shares or securities of a close
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consideration is not so practicably obtainable, the Offeror
shall not be permitted to sell his interest to the prospective
purchaser upon the terms contained in the written offer.
18.1.2 Bankruptcy. Upon the bankruptcy,.or any
proceeding in the nature of bankruptcy under the Bankruptcy
Act of the United States, of either Venturer, the interest
then owned by him shall be offered (or deemed offered) for
sale to the other Venturer upon the date of bankruptcy of a
Venturer.
18.1.3 Exercise of Option. Within 20 days after
receipt of the written offer referred to in 18.1.1 is '
deemed to have been made, the Venturer receiving such notice
("Offeree") shall give to the Venturer offering such interest
(the "Offeror") written notice of his acceptance of such offer
or his rejection of such offer. If, after the expiration of
the option period provided for in this Section, the interest
offered pursuant to this Section has not been accepted by
the Offeree, then the option herein granted shall be deemed
void and the Offeror (a) in the case of an offer pursuant
to Section 18.1.1 may transfer such interest in accordance
with the terms and conditions of the bona fide written offer
referred to above (but if such terms and conditions are not
met such interest shall again be subject to the restrictions
of this Agreement), to the person making such offer, provided
that such third party purchaser shall, upon the purchase thereof,
become a party to this Agreement by executing an appropriate
instrument to that effect or (b) in the case of an offer or
deemed offer pursuant to Section 18.1..2 may dispose of such
interest in any manner wllatsot2ver, provided that all trans-
ferees shall be bound by all of the terms of this Agreement,
and shall execute appropriate instruments to that effect. The
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failure of the Offeree to accept an offer made or deemed mach# ih-
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writing, prior to the rejection of such offer.
18.1.4 Payment of. Purchase Price. Unless otherwise
mutually agreed to by the parties, payment of the purchase price
of joint Venture interest offered or deemed offered pursuant to
Section 19.1.2 shall be in cash, by certified or cashier's check
upon tender of appropriate documentation, on a date to be
mutually agreed upon, which date shall be in no event be later
than 30 days after delivery of the notice of acceptance of an
offer made or deemed made.
19.1.5 Bankruptcy. For the purposes of this Agreement,
a Venturer shall be considered bankrupt upon the voluntary filing
of a petition or other proceeding by such Venturer or upon the
commencement of any such proceeding against such Venturer which
proceeding remains undismissed for a period of 60 days, under
the bankruptcy laws of the United States or of any state, and the
date of bankruptcy, for all purposes of this Agreement, shall
be deemed to be M the date of such filing in the case of a
voluntary proceeding or (ii) the 60th day following the date of
filing in the case of an involuntary proceeding.
19. Right of First Refusal for Entire Venture. At
any time after six years from the date a valid license agreement
is entered into by the City and the Venture, either Venturer
has the right to obtain an offer to purchase the entire Venture
f interest of both Venturers, provided the offering outside third
art is a bona fide third art having no present interest
party party g I r
directly or indirectly, in either Venturer, its parent,
subsidiary or related companies. In the event such bona fide
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written offer to purchase the entire Ventura interest of both
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' Venturers is obtained, in writing, the Venturer so obtaining
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the offer shall first offer the identical proposition for
purchase in writing to the other Venturer, at the price and
upon the terms set forth in the written offer (based upon
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fifty percent of said price). Within twenty days after receipt
of the written offer referred to herein, the Venturer receiving
such notice shall give to the Venturer offering such interest
to the outside third party written notice of his acceptance of
such offer or his rejection of such offer. If, after the
expiration of the option period provided for in this section,
the interest offered pursuant to this section has not been
accepted by the other Venturer, then the option herein granted
-- shall be deemed void, and thereupon both Venturers to this
agreement shall be obligated to sell their respective interests
to the outside third party upon the price and terms set forth
in the written offer. It is the intent of this paragraph
that either party to this Venture, after six years, in addition
to the right of first refusal set forth under section 18.1 above,,,
shall have the right to obtain a bid from an outside third party
to purchase the entire interest of both Venturers herein, thereupon
giving the other Venturer the right to either match the offer by
purchasing the offering Venturers' interest, based upon fifty
percent of the offered price and terms, or in the event the other
Venturer rejects such option, both parties will be required to
sell their entire interests in the Venture to the outside third
party offering to purchase same upon the price and terms offered.
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20. Restrictions on Alienation. Except as provided for in
Section 18 hereof and in this Section 20, no Joint Venture interest
of any Venturer, no participation or interest in the Joint
Venture interest of any Venturer and no interest, if any, of any
Venturer in any Joint Venture property, or land devoted to the
purposes of the Venture, may be directly or indirectly,
voluntarily or involuntarily sold, assigned, transferred, pledged,
encumbered, or otherwise alienated; and any 1-ind every such purported
sale, assignment, transfer, pledge, encumbrance or other alienation
except as may be required by third party lenders of the Venture,
shall be null and void for any purpose whatsoever; provided,
however, that the restrictions of this Section 20 shall not apply
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to the sale, assignment, transfer or alienation by
any Venturer
of its Joint Venture interest to any wholly -owned subsidiary of
such Venturer but such Venturer shall remain fully obligated
under the terms hereof following such assignment.
21. Continuation of the Joint Venture. Any dissolution of
the Venture as may result from action undertaken under Sections
19 or 20, hereof shall not constitute an election by either
of the Venturers to terminate and wind up the Venture to the
extent that the same may be considered as "continuing" pursuant
to the rules and regulations of the Internal Revenue Code for tax
purposes and the Florida Uniform Partnership Law.
22. Consents and Approvals. Whenever the consent or approval of a
Venturer is required 'hereunder, such consent or approval shall not be
unreasonably withheld or delayed.
23. Notice. Any notice required or permitted to be given under the
provisions of this Joint Venture Agreement shall be in writing, delivered
personally or by registered or certified mail addressed to the Venturer at the
address hereinafter sO forth opposite the name of the respective Venturers, or
at such other addresses as the respective Venturers may hereafter specify in
writing:
As to Miami Tele-Communications, Inc
c/o TO Development Corporation,
Call Box 22595, Well -shire Stationwµn
,. Denver, Colorado 80222
Attention: President (with a
t a.
copy similarly oddressed
and marked Attention: t_egal Department)
As toAmericoble of Greater Miami
s
C/o Charles Herrnanowski
17301 Old Cutter Road
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Miami, Florido 33517
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24. Indemnification. The Venturers each ere y g ,
harmless from and against any and all claims or demands which may arise from
actions taken by such Venturer, prior to or of ter the execution hereof with
respect to their individual applications to the City, and, from and otter the
execution hereof from claims or dernands which may arise as a result of actions
taken by either Venturer which have not been unanimously approved by the
Management Committee.
25. _Progra_ rn=ning of Local Orgination Channels. The Venturers agree
that MTI shall be granted, and shall retain during the term hereof unless
mutually agreed by the parties, for its sole and exclusive economic benefit, the
right to provide programming and advertising, over the two local origination
channels which have been designated to provide local programming for the
benefit of the City's BlGcl< and Latin communities. MTI shall be responsible for
programming expenses over such channels and shall be entitled to all revenues
from local advertising over such channels.
26. Land and Building. The Venturers agree that the Venture shall
acquire from Americable, for the benefit of and use by the Venture, the land in
Miami and the building, together with all other fixtures, thereon, which was
` previously acquired by Americable, at Americable's cost of acquisition of such
property, and cost of improvements thereto and holding cost thereof, including
interest. The Joint Venture shall assume and pay the purchase money note and
mortgage obligation in accordance with its terms and said note and mortgage
shall be considered a third party loan repayable as provided under Section 18.
27. Interconnection. Notwithstanding the provisions of Section 14
hereof, the Venturers hereby agree that Americable shall have the right, at no
cost, to interconnect its CAN systems with the Venturers system in the area
surrounding the area licensed to the Joint Venture by the City of Miami.
28. Captions. All section titles or captions contained in this Agreement
are for convenience only and shall not be deemed a part of the context hereof.
29. Governing Law. This Agreement shall be regarded for all purposes as
a Florida document, and the validity and construction thereof shall be
determined and governed by the laws of the state of Florida nothwithstanding
that any of the parties may, at any time, be domiciled outside the State of
Florida.
30. Parties Bound. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, legal
representatives, and to the extent and under the conditions provided herein, their
respective assigns.
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31. Counterparts, This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which taken together shall
be deemed one agreement.
32. Amendment. This Agreement shall not be amended orally but only by
amendment in writing executed by each Venturer.
33. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties in respect of the transctions contemplated
pursuant to this Agreemnt and supercedes all prior agreements, arrangements
and understandings relating to its subject matter. In connection with any
litigation, including appellate proceedings, arising under this Agreement, the
prevailing party shall be entitled to recover reaonable attorney's fees and costs.
34. No Waiver. No waiver of any breach or default under this Agreement
shall be considered valid unless in writing and no such waiver shall be deemed a
waiver of any subsequent breach or default of the same or similar nature.
35. Severance. In the event any section or provision of this Agreement is
determined to be unlawful, such provision shall be severed from this Agreement and the remaining provisions shall be given full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and°
seals, all and as of the day, month and year first above written.
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(CORPORATE SEAL)
Miami Tele-Communications, Inc.
ATTEST:
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By
o n C. Ma e, Vice President
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s stant ret y t
America le -of ,Great -Miami, Ltd
By
enera Partner
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