HomeMy WebLinkAboutResolution - 2006-R0094 - Approve Assignment Of COX Commuications To Cebridge Connections - 02_24_2006Resolution No. 2006-R0094
February 24, 2006
Item No. 6.14
RESOLUTION
A RESOLUTION OF THE CITY OF LUBBOCK, TEXAS, APPROVING THE
ASSIGNMENT OF THE COX COMMUNICATIONS, INC., CABLE TELEVISION
FRANCHISE TO CEBRIDGE CONNECTIONS UPON THE CLOSING OF AN
APPROPRIATE TRANSACTION AND RECEIPT OF CERTAIN NOTICES AND
ACCEPTANCES BY THE CITY OF LUBBOCK, TEXAS.
WHEREAS, Cox Southwest Holdings, L.P. ("Franchisee") owns, operates and
maintains a cable television system ("System") within the City of Lubbock, Texas,
("Franchise Authority") pursuant to City of Lubbock Ordinance No. 10141 ("Franchise");
and
WHEREAS, Franchisee and other legal entities controlled by Cox
Communications, Inc., have entered into an Asset Purchase Agreement ("Transaction")
dated October 31, 2005, ("Agreement") with Cebridge Acquisition Co., LLC, in which,
among other things, the Franchisee proposes to sell and assign to Cebridge Acquisition
Co., LLC, certain of the assets, including the Franchise, used by Franchisee in operation
of the System; and
WHEREAS, Cebridge Acquisitions, LLC, will assign said Franchise and System
under the Agreement to Cebridge Acquisition, L.P., dba Cebridge Connections
("Cebridge") prior to closing of the Transaction; and
WHEREAS, Franchisee and Cebridge have requested in writing on December 12,
2005, the consent of the Franchise Authority to the assignment of the Franchise and sale
of the System in accordance with the requirements of the Franchise and applicable laws
and have filed with the Franchise Authority a franchise assignment application on FCC
Form 394 that includes relevant information concerning the Transaction and the
technical, financial and legal qualifications of Cebridge to operate the system; and
WHEREAS, pursuant to Section 12 of City of Lubbock Ordinance 10134 (the
City of Lubbock Cable Television Regulatory Ordinance), the Franchise Authority has
reviewed the Application and other documents, and has examined the technical, financial
and legal qualifications of Cebridge to operate the System; and
WHEREAS, the Franchise Authority has followed all required procedures and
consider and act upon the application and has considered comments of all interested
parties; and
WHEREAS, the Franchise Authority believes it is in the best interest of the
citizens of the City of Lubbock to approve the Application and the assignment of the
Franchise and sale of the System to Cebridge in accordance with the terms of the
Franchise, Cable Television Regulatory Ordinance and other applicable laws, as
described in the application; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1. THAT the City Council of the City of Lubbock (Franchise
Authority) hereby approves the Application and consents to the assignment of the
Franchise and sale of the System to Cebridge, all in accordance with the terms of the
Franchise and other applicable law. This consent is strictly conditioned upon receipt by
the Franchise Authority from Cebridge of a written agreement to be bound by and to
accept the terms of the Franchise prior to closing the Transaction ("Closing Date").
SECTION 2. THAT the Franchise Authority confirms that (a) the Franchise was
properly granted or assigned to Franchisee and is in full force and effect; (b) the
Franchisee is in material compliance with the provisions of the Franchise; and (c) 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 of the Franchise or would otherwise allow the Franchise
Authority to cancel or terminate.the rights of the Franchisee pursuant to provisions of the
Franchise or other law.
SECTION 3. THAT the Franchise Authority hereby consents to and approves the
pledge or grant of a security interest to any lender(s) in Cebridge's assets, including, but
not limited to, the Franchise, or of other interests in Cebridge, for purposes of securing
any indebtedness; and (b) the assignment or transfer of Cebridge's assets, including the
Franchise, provided that such assignment or transfer is to an entity directly or indirectly
controlling, controlled by or under common control with Cebridge.. However, continuity
of service is required as provided by Section 20 of Ordinance No. 10134 and the
Franchise Authority reserves the right to operate the system or designate an operator in
the event that a Grantee fails to operate the system for four (4) consecutive days without
approval of the Franchising Authority or just cause. Any such security interest as may be
granted by Cebridge shall recognize the requirement for continuity of service by the
Franchise Authority.
SECTION 4. THAT this Resolution shall be effective immediately upon passage
and Cebridge shall notify the Franchise Authority in writing of the Closing Date of the
Transaction at least 30 days prior to such Closing Date and provide the written
Acceptance of Franchise required by Section 1.
SECTION 5. THAT the Franchise Authority hereby releases Franchisee from all
obligations and liabilities under the Franchise and imposes all obligations of the
Franchise upon Cebridge that accrue on or after the date that the Transaction is closed and
is in full force and effect. This provision shall not become effective until such time as the
Franchise Authority receives written confirmation from Franchisee and Cebridge that the
Transaction has closed and is full force and effect.
Passed by the City Council this 24th day of February 72006.
A�41
MARC Mc D UGAL, MAYOR
ATTEST:
Reb ca Garza, City Secretary
APPROVED AS TO CONTENT:
�2—v/%N'�1
Lee Ann Dumbauld, City Manager
APPROVED AS TO FORM:
Don Vandiver, Attorney of
Mres%Cox-CebridgeTransferRes
January 12, 2006
i CEQUEL III Fax:314-315-9322 Apr 27 2006 12:25 P.02
Resolution No.
40 Cebriqgv
..aor connections
April 27, 2006
11 I- I
WILM
Ms. Lee Ann Dumbauld
Cify Managar
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Dear Ms. Dumbauld:
2006 R0094
12444 Powerscourt D
Suite 45
SL Louis, MO 6313
Phone 314.315.940
Fax 314.315.949
On behalf of Cebridge Acquisition, L-P• f"Cebridge) and pursuant to Section 1 of
Resolution No. 2006-R0094 of the City of Lubbock dated February 24, 2006 (tbie "Resolution"),
this letter will constitute Ceb6lges written agreement to be bound by and to accept the term of
the Franchise (Ordinance No. 10141) and Resolution, effective on and after the date of the
asrigwo taut of the Franchise and =Wad cable system assets from Cox Southwest Holdings, ]..P.
elcoel .to Cebridge. This Letter -also cou#'ums that the undersigned is an officer of Cebridge
and has all necessary authority to accept on behalf of Cebrldge the terms of the Franchise and
Resolution and to band Cebridge.
To supplement previous information rep rding the closing date, Cebrldge and Cox now
anticipate that the closing date of the Transaction will be on or about May 5, 2006.
Sincerely,
L.P.
By
Name: Mchael Zartli
1 Title: Senior Co Mector Government Relations