HomeMy WebLinkAboutO-1996-2095 transfer to TCI thru 12/31/96
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ORDINANCE NO. 96- 2095
AN ORDINANCE APPROVING THE TRANSFERS OF THE CABLE TELEVISION
FRANCHISE WITH PRIME CABLE OF FORT BEND, L.P.; FINDING COMPLIANCE
WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
WHEREAS, Prime Cable of Fort Bend, L.P. ("FranChisee") owns,
operates, and maintains a cable television system ("System") in the
City of La Porte, Texas ("FranChise Authority"), and Franchisee is
the duly authorized holder of a cable television franchise (the
"FranChise") granted by the Franchise Authority; and
WHEREAS, Franchisee and InterMedia Partners Southeast, a
California general partnership ("InterMedia"), are parties to an
agreement whereby Franchisee will assign and transfer all of the
assets of the System, including all right, title, interest and
obligations of Franchisee under the Franchise to InterMedia (the
"Prime/InterMedia Transaction"); and
WHEREAS, InterMedia and TCI Communications, Inc., a Delaware
corporation ("TCI"), have entered into an agreement whereby,
subsequent to the consummation of the Prime/InterMedia Transaction,
InterMedia will assign and transfer all of the assets of the
System, including all right, title, interest and obligations of
InterMedia under the Franchise (the "InterMedia/TCI Transaction")
to either Tele-Vue Systems, Inc., if TCI has acquired control of
such entity in a separate pending transaction, or TCI of Houston,
Inc., an indirect wholly owned subsidiary of TCI (collectively, the
"TCI Transferees"); and
WHEREAS, if it is determined that InterMedia/TCI Transaction
cannot be completed as planned, it is possible that the interim
transfer of the Franchise to InterMedia would not occur, and in
such event the Franchise would be transferred directly by Prime to
TCI of Houston, Inc. (the "Prime/TCI Transaction" and, together
with the Prime/InterMedia Transaction and the InterMedia/TCI
Transaction, the "Transactions"); and
WHEREAS, Franchisee, InterMedia and TCI have requested consent
by the Franchise Authority to the Transactions; and
WHEREAS, The Transactions are deemed to be in the best
interests of the residents of the City of La Porte;
WHEREAS, Franchisee has requested that the term of the
Franchise be extended for a period of six months from its current
expiration of June 30, 1996, so that the Franchise will expire on
December 31, 1996;
Section 1.
The Franchise Authority hereby consents to and
approves the transfer of the System and the Franchise to
InterMedia, all in accordance with the terms of the Franchise.
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ORDINANCE NO. 96- 2095
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section 2. The Franchise Authority hereby consents to and
approves the subsequent transfer of the System and the Franchise
from InterMedia to either of the TCI Transferees, or from Prime
directly to TCI of Houston, Inc., all in accordance with the terms
of the Franchise.
section 3. The consents herein granted do not constitute and
shall not be construed to constitute a waiver of any obligations of
Franchisee under the Franchise.
section 4. The Franchise Author i ty hereby extends the term of
the Franchise for a period of six months from its current
expiration date of June 30, 1996, so that the Franchise will expire
on December 31, 1996.
section s. The Franchise Authority confirms that (a) the
Franchise was properly granted, (b) the Franchise is currently in
full force and effect and will expire on June 30, 1996, and,
pursuant to the extension granted in section 4 of this Ordinance,
will expire on December 31, 1996, (c) the Franchise supersedes all
other agreements between the parties, (d) the Franchise represents
the entire understanding of the parties, and (e) Franchisee is
materially in compliance with the provisions of the 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 material default
or breach under the Franchise.
Section 6. TCI may transfer the Franchise or control related
thereto to any entity controlling, controlled by or under common
control with TCI.
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ORDINANCE NO. 96-2095
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Section 7. Section 1 of this Ordinance shall become effective
upon the consummation of the Prime/InterMedia Transaction.
Section 8. Section 2 of this Ordinance shall become effective
upon the consummation of the InterMedia/TCI Transaction, as
applicable.
Section 90
This Ordinance shall have the force of a
continuing agreement wi th Franchisee, InterMedia, TCI and the
applicable TCI Transferee and the Franchise Authority shall not
amend or otherwise alter this Ordinance without the consent of
Franchisee, InterMedia and TCI.
section 10. 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.
section 11. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
PASSED AND APPROVED, this JJl....,{day of .m fU\ <:.O~
, 1996.
By:
CITY OF LA PORTE
~, '!i;; .~ -6
I aft m ---~. lIayar
Bob McLaughlin, yor Pro Tern
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ORDINANCE NO. 96-2095
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ATTEST:
)~-O ~
Sue Lenes,
City Secretary
A~'- /.
I ~te
Knox . As~ins,
City Attorney