Loading...
HomeMy WebLinkAboutO-1998-2272 . . ORDINANCE NO. 98- 2272 0 RIG I N A L AN ORDINANCE APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHJ:SE FROM TELE-VUE SYSTEXS, INC. TO TEXAS CABLE PARTNERS, L. P.; APPROVING CHANGE AND ACTUAL WORKING CONTROL AND THE TCI CHANGE OF CONTROL; CONTAINING FINDINGS AND OTHER PROVISIONS; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF. WHEREAS, Tele-Vue Systems, Inc. ("Franchisee") currently owns, operates and maintains a cable television system (the "System") in the City of La Porte, Texas (the "Franchise Authority"), pursuant to Ordinance No. 1775, dated January 9, 1980, Ordinance No. 1175-A, dated March 14, 1998, Ordinance No. 96-2095, dated March 18, 1996, and various ordinances extending the terms of Ordinance No. 1775, through December 31, 1998, (the "Current Franchise"), and will own, operate, and maintain the System pursuant to Ordinance No. 98-2260, passed on second reading on August 24, 1998, when it becomes effective on October 23, 1998, (the "Renewal Franchise"); and the Franchisee is the duly authorized holder of the Current Franchise and will be the duly authorized holder of the Renewal Franchise; WHEREAS, Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N"), a New York general partnership two-thirds owned by Time Warner Entertainment Company, L.P. ("TWE"), an affiliate of TWE-A/N (together with TWE-A/N, the "Time Warner Partners"), two affiliates of the Franchisee (the "TCI Partners"), and Texas Cable Partners, L.P., a Delaware limited partnership owned 50% by the Time Warner Partners and 50% by the TCI Partners (the "Partnership"), are parties to that certain contribution Agreement dated as of June 23, 1998 (the "contribution Agreement") , which provides for the transfer of the System and the Current Franchise (or the Renewal Franchise, if then in effect) to the Partnership (the "Transfer"), which term shall include any necessary transfers of the System and the Current Franchise or the Renewal Franchise, whichever is currently in effect, through one or more affiliates of the Franchisee, at the closing contemplated by the Contribution Agreement (the "closing"); WHEREAS, at the Closing the Partnership will enter into a Management Agreement with Time Warner Cable, a division of TWE, providing for the management of the Partnership, the System and the Renewal Franchise by Time Warner Cable (the "Change in Actual working Control") I WHEREAS, AT&T Corp., an affiliate of AT&T Corp., and Tele- Communications, Inc. ("TCI") are parties to an Agreement and Plan of Restructuring and Merger dated as of June 23, 1998, (the "AT&T Merger Agreement") which provides for AT&T Corp. acquiring control of TCI, the ultimate parent of the Franchisee and each TCI Partner, at the closing contemplated by the AT&T Merger Agreement (the "TCI Change of Control"); . e WHEREAS, Franchisee and the Partnership have requested consent by the Franchise Authority to each of the Transfer and, if applicable, the Change in Actual Working Control and the TCI Change of Control, in each case in accordance with the requirements of the Current Franchise and Renewal Franchise; and WHEREAS, each of the Transfer and, if applicable, the Change in Actual Working Control and the TCI Change of Control is deemed to be in the best interest of the residents of the City of La Porte, Texas. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: section 10 The Franchise Authority hereby consents to each of the Transfer and, if applicable the Change in Actual Working Control and the TCI Change of Control, all in accordance with the terms of the Current Franchise and the Renewal Franchise. section 20 The Franchise Authority confirms (a) the Current Franchise was properly granted to Franchisee, (b) the Current Franchise is in full force and effect through December 31, 1998, (c) upon its effective date of October 23, 1998, the Renewal Franchise will be in full force and effect, will expire on October 22, 2008, and will supersede the Current Franchise, (d) upon its effective date, the Renewal Franchise will represent the entire understanding of the parties, and (e) Franchisee is in compliance with the provisions of the Current Franchise and there exists no fact or circumstance known to the Franchise Authority which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default or breach under the Current Franchise or the Renewal Franchise or would allow the Franchise Authority to cancel or terminate the rights thereunder except upon the expiration of the full term of the Current Franchise or the Renewal Franchise. 2 section 3. eis ordinance shall be daed effective for purposes of the Transfer and, if applicable, the Change in Actual Working Control upon the date of Closing of the contribution Agreement (the "Closing Date"), and if applicable, for purposes of the TCI Change of Control upon the earlier of the Closing Date or the date of Closing of the AT&T Merger Agreement. section 4. (a) The Franchise Authority releases Franchisee, upon the effective date of the Renewal Franchise, from all obligations and liabilities of the Current Franchise, and (b) the Franchise Authority releases Franchisee from all obligations and liabilities of the Renewal Franchise that arise and accrue after the Closing, provided that the Partnership shall be responsible for any obligations and liabilities under the Renewal Franchise that arise and accrue after the Closing Date. section 5. This ordinance shall have the force of a continuing agreement with Franchisee and the Partnership. The Franchise Authority shall not amend or otherwise alter this ordinance without the consent of Franchisee and the Partnership. section 60 The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the ci ty for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. 3 . · ORIGIN! \, t.._ section 7. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. PASSED AND APPROVED, this 24th day of August, 1998. By: CITY OF LA PORTE ~a~,. 'N.rman L. Malo - Mayor ATTEST: rf -no~s~ City Attorney 4