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HomeMy WebLinkAboutResolution - 4936 - Transfer Of Franchise-Universal Cable Communications-Cable TV Business - 09_14_1995Resolution No. 4936 September 14, 1995 Item #8 RESOLUTION A RESOLUTION TRANSFERRING TO UNIVERSAL CABLE COMMUNICATIONS, A DELAWARE CORPORATION, THE RIGHT, PRIVILEGE AND FRANCHISE TO CONDUCT WITHIN THE BOUNDARIES OF THE CITY OF LUBBOCK A CABLE TELEVISION BUSINESS; TRANSFER OF FRANCHISE; ACCEPTANCE OF FRANCHISE; AND A SAVINGS CLAUSE. WHEREAS, the City of Lubbock, a home rule municipal corporation of the State of Texas, has authority to grant non-exc�usive franchises under applicable state law and constitutional provisions pursuant to its authority to operate as a home rule municipality and to regulate and control the use of public streets, alleys and right-of-way; and WHEREAS, the City of Lubbock has heretofore granted a franchise by Ordinance No. 8834 to Cablevision of Texas, L.P., which franchise was transferred by Resolution No. 3018 to Mission Cable Company, L.P.; and WHEREAS, Universal Cable Communications, Inc., a Delaware corporation, hereinafter called "Company" desires to obtain the transfer of said franchise and makes the commitments hereunder in consideration of the grant of authority by the City to make use of said public streets, alleys, and right-of-way; and WHEREAS, the City Council, based upon the findings that the Company is an existing Cable System located in an area annexed into the territorial limits of the City after the effective date of Ordinance No. 8554, finds it to be in the public interest to permit transfer of the franchise to the Company upon the terms and conditions hereinafter set forth; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. TRANSFER OF FRANCHISE. Ordinance 8834 granting a cable television franchise to Cablevision of Texas, L.P., and transferred by Resolution No. 3018 to Mission Cable Company, L.P., a Delaware limited partnership, is hereby transferred to Universal Cable Communications, Inc., a Delaware corporation. SECTION 2. ACCEPTANCE OF FRANCHISE. The Company shall, within thirty (30) days from the date of passage of this Resolution by the City Council of the City of Lubbock, file with the City Secretary of the City of Lubbock an executed acceptance of franchise signed by persons that are duly authorized to sign and make such an agreement, in the following form: The Honorable Mayor and the City Council of the City of Lubbock: Universal Cable Communications, for themselves, their successors and assigns, hereby accepts Cable Television Franchise Ordinance No. 8834 as finally passed by the City Council of the City of Lubbock on the 24th day of October, 1985, and hereby agrees to be bound by all of its terms and provisions as if signatory to the original franchise agreement. COMPANY: UNIVERSAL CABLE COMMUNICATIONS BY: DATE: TITLE: SECTION 3. TRANSFER. A Transfer of Franchise in substantially the same form as is attached as Exhibit A, shall be provided to the substituted franchise holder upon receipt of the written acceptance of franchise. SECTION 4. SAVINGS CLAUSE. That should any section, paragraph, sentence, clause, phrase or word of this Resolution be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. Passed by the City Council this 14th day of September , 1995. ATTEST: Betty M. ohnson, ty Secretary APPROVEQ-A,S TO Assistant City APPROVED AS TO FORM G. Vandiver, First Assistant City Attorney DGV:js/UNIVCABL.RES ccdocs/July 31, 1995 DAVID R. LANGSTON, IvfOOR K hereby agrees to be bound by all of its terms and provisions as if signatory to the original franchise agreement. COMPANY: UNIVERSAL CABLE COMMUNICATIONS DATE: -,-,7 — 1 �5- -mil r SECTION 3. TRANSFER. A Transfer of Franchise in substantially the same form as is attached as Exhibit A, shall be provided to the substituted franchise holder upon receipt of the written acceptance of franchise. SECTION 4. SAVINGS CLAUSE. That should any section, paragraph, sentence, clause, phrase or word of this Resolution be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. Passed by the City Council this 14th day of September , 1995. TRANSFER OF FRANCHISE Pursuant to the Resolution No. 4936 of the City of Lubbock, Texas (the "City") enacted on September 14 , 19 95 , the City Council of the City of Lubbock hereby authorizes the assignment of the franchise, right and privilege granted in Ordinance No. 8834 to Universal Cable Communications, Inc., a Delaware corporation, and each reference in said Ordinance to Cablevision of Texas Limited Partnership of the Company shall as of the date of this Transfer of Franchise be deemed a reference to Universal Cable Communication, Inc., a Delaware corporation. Ordinance No. 8834 remains in full force and effect and this transfer is expressly made subordinate to the terms and conditions of said Franchise Ordinance and a copy of this Transfer of Franchise shall be filed with said Ordinance ATTEST: ETT M. JOH40N, CITY SECRETARY January 26, 1989 DGV:js RESOLUTION WHEREAS, the City of Lubbock (the "City") granted to Cablevision of Texas Limited Partnership, (the "Seller") a franchise (the "Franchise") to conduct a cable television business in the City pursuant to that certain Ordinance No. 8834 dated October 24, 1985 (the "Ordinance"); and WHEREAS, Seller desires to assign all of its rights and delegate all of its obligations under the Franchise to Mission Cable Company, L.P., a Delaware limited partnership (the "Buyer"); and WHEREAS, the City is willing to: (a) grant its consent to the assign- ment of the Franchise from Seller to Buyer; (b) grant its consent to a collateral assignment of the Franchise and a pledge of the assets of the cable communications system to any of Buyer's lenders; and (c) waive the right of first refusal granted to the City pursuant to Ordinance No. 8554 dated February 23, 1984. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the City hereby grants its consent to: (a) the as- signment of the Franchise from Seller to Buyer; (b) any collateral assign- ment of the Franchise by the Buyer to any of its lenders; and (c) any pledge of the assets of the cable communications system by the Buyer to any of Buyer's lenders. SECTION 2. THAT the City hereby waives the right of first refusal re- served by the City in paragraph E of Section 12 of Ordinance No. 8554. SECTION 3. THAT the City hereby approves and adopts the Transfer of Franchise of Ordinance No. 8834, which Transfer of Franchise is attached hereto as Exhibit A, and the Mayor of the City of Lubbock is hereby autho- rized and directed to execute said Transfer of Franchise and all associated documents. SECTION 4. THAT the City hereby confirms that: (a) the Franchise was properly granted to Cablevision of Texas Limited partnership; (b) the Fran- chise is in accordance with all state and local laws; (c) the Franchise is validly existing and in full force and effect; and (d) there exists no fact or circumstance which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under the Franchise or permit the City to cancel or terminate the rights thereunder, except upon the expiration of the full term hereof. SECTION 5. That this Resolution is expressly conditioned upon the un- conditional closing of that certain Asset Purchase Agreement by and between Buyer and Seller pursuant to which Buyer is to acquire the Franchise from Seller and shall become effective upon written notice from Buyer that the '. closing has been consummated. In addition, the Transfer of Franchise to Mission Cable Company, L.P., shall not become effective until receipt by the City of Lubbock of an Acceptance of Franchise duly executed by an officer or principal of Mission Cable Company, L.P., with authority to make and sign such an agreement, in the following form: ACCEPTANCE OF FRANCHISE "The Honorable Mayor and City Council of the City of Lubbock: Mission Cable Company, L.P., for themselves, their successors and assigns, hereby accepts to be bound by the terms and conditions of City Ordinance No. 8834 granting a cable television franchise as finally passed by the City Council of the City of Lubbock on the 24th day of October, 1985. By this Acceptance of Franchise, Mission Cable :i Company, L.P., agrees to be bound by such franchise the same as if it were signatory to the original agreement." SECTION 6. THAT except as hereby modified, the Franchise is in all other respects ratified and confirmed and all of the terms and conditions thereof shall remain in full force and effect. SECTION 7. THAT this Resolution is hereby declared to be a measure in the interest of public peace, health, welfare and safety. SECTION 8. THAT in the event that the City Council should determine that the actual sale price is unreasonable, then such portion of the sale price as is determined to be unreasonable, shall not be considered in the rate base of any subsequent request for rate increases. Passed by the City Council this 26th day of January 1989. C. McMI N, MAYOR ATTEST: RBea ice Cervantes, Deputy City Secretary AP P1 D AS T07CC1FKT' - ��, �' Na ar Mart nez, Assiafaft City Manager for Managemint-SArvices APPROVED AS TO FORM: Dohtld G. Vandiver, First Assistan City Attorney - 2 - TRANSFER OF FRANCHISE Pursuant to Resolution No. 3018 of the City of Lubbock, Texas (the "City") enacted on January 26 , 1989, the City Council of the City of Lubbock hereby authorizes the assignment of the franchise, right and privilege granted in Ordinance No. 8834 to Mission Cable Company, L.P., a Delaware limited partnership, and each reference in said Ordinance to Cablevision of Texas Limited Partnership or the Company shall as of the date of this Transfer of Franchise be deemed a reference to Mission Cable Company, L.P., a Delaware limited partnership. Ordinance No. 8834 remains in full force and effect and this transfer is expressly made subordinate to the terms and conditions of said Franchise Ordinance and a copy of this Transfer of Franchise shall be filed with said Ordinance in the official records of the City of Lubbock. c C . MC / NN, MAYOR ATTEST: ary Beatrice Cervantes, Deputy City Secretary u y September 26, 1985 Agenda Item #30 Second Reading October 24, 1985 Agenda Item #9 DGV:cl ORDINANCE NO. 8834 AN ORDINANCE GRANTING TO CABLEVISION OF TEXAS, LIMITED PARTNERSHIP, THE RIGHT, PRIVILEGE AND FRANCHISE TO CONDUCT WITHIN THE BOUNDARIES OF THE f� CITY OF LUBBOCK A CABLE TELEVISION BUSINESS; AND PROVIDING THEREIN FOR DEFINITIONS; SERVICES, EQUIPMENT AND FACILITIES; A TERM; FRANCHISE FEES; ?' INSURANCE; OTHER DUTIES; AMENDMENT; ACCEPTANCE OF FRANCHISE; RATES; AMENDING ORDINANCE 8554; PUBLICATION; AN EFFECTIVE DATE; AND A SAVINGS CLAUSE. WHEREAS, the City of Lubbock, a home rule municipal corporation of the i State of Texas, has authority to grant non-exclusive franchises under applicable state law and constitutional provisions pursuant to its author- ity to operate as a home rule municipality and to regulate and control the t use of public streets, alleys, and rights -of -way; and '• WHEREAS, the franchisee, hereinafter called "Company" commitments hereunder are, in fact, given by the Company in consideration of the grant of authority hereunder to make use of said public streets, alleys, and rights -of -way; and WHEREAS, the City Council, based upon the findings that the Company is an existing Cable System located in an area annexed into the territorial limits of the City after the effective date of Ordinance No. 8554, finds it to be in the public interest to enter into a non-exclusive franchise with the Company upon the terms and conditions hereinafter set forth; NOW THEREFORE: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. GRANT OF AUTHORITY Subject to the terms, conditions, and provisions of this Ordinance and of the City of Lubbock Ordinance No. 8554, which ordinance is hereby incorporated herein by reference, the City of Lubbock does hereby grant unto Cablevision of Texas, Limited Partnership, a corporation incorporated under the laws of Texas and having a permit to do business in the State of Texas, the right, privilege and franchise to conduct within the boundaries of the City of Lubbock, as such boundaries il now exist or may be hereafter extended, a cable television business with the right to enter upon and erect, construct, maintain, extend, repair, replace, and remove in, under, upon, within, over, above, across, and along any and all present and future public streets, alleys and rights -of -way of j: the City of Lubbock such equipment and appurtenances thereto as are necessary, proper and reasonably needed for said cable television business, i to the extent that the City is authorized to grant such right. i SECTION 2. DEFINITIONS. All definitions shall be the same as, and in accord with, definitions defined in Ordinance No. 8554, as amended, of the City of Lubbock. SECTION 3. SERVICES, EQUIPMENT AND FACILITIES. The Company shall provide the programming services specified in Ordinance No. 8554, as amended. SECTION 4. TERM. The term of this agreement shall be for fifteen (15) years from the effective date of this franchise ordinance. SECTION 5. FRANCHISE FEE. The Company hereby agrees that it will ini- tially pay a franchise fee of three percent (3%) of its gross revenues, as that term is defined in Ordinance No. 8554, as amended, from its cable television business within the corporate limits of the City of Lubbock and that such franchise fee may be increased to five percent (5%) at such time as the City of Lubbock may determine. SECTION 6. INSURANCE. The Company shall provide liability insurance under the terms and in the amounts specified by Ordinance No. 8554, as amended, and by the City Manager or his designee. SECTION 7. OTHER DUTIES. The Company shall pay to the City all other monies; install all other services; and perform all other terms and conditions to be performed by the Company pursuant to this Ordinance and Ordinance No. 8554, as amended. SECTION B. AMENDMENT. This franchise ordinance may be amended at any time by amendment of this ordinance by the City Council of the City of Lubbock and the Company has the right to request such amendment by the City Council as they may desire. SECTION 9. ACCEPTANCE OF FRANCHISE. The Company shall, within thirty (30) days from the date of final passage of this ordinance by the City Council of the City of Lubbock, file with the City Secretary of the City of Lubbock, a written statement signed in its name and on behalf of its officers, all of whom hereby represent that they are duly authorized to sign and make such an agreement, in the following form: "The Honorable Mayor and the City Council of the City of Lubbock: CABLEVISION OF TEXAS , for themselves, their successors and assigns, hereby accepts the attached Cable Television Franchise Ordinance as finally passed by the City Council of the City of Lubbock on the (blank)day of (blank) , 19 blank)and hereby agrees to be bound by all of its terms and provisions. DATE an -2- COMPANY: CABLEVISION OF TEXAS TITLE"(Blank) SECTION 10. RATES. Rates to be charged for cable television service furnished within the City of Lubbock shall be filed in accordance with Ordinance No. 8554, as amended. SECTION 11. PUBLICATION. The full text of this Ordinance, as finally proposed to be passed shall be published once each week for three (3) consecutive weeks in a newspaper of general circulation published in the City of Lubbock, and the expense of such publication shall be borne by the Company. SECTION 12. EFFECTIVE DATE. In accordance with the Charter of the City of Lubbock, this Ordinance shall become effective 30 days from the last publication of this Ordinance, which publication was upon the (blank) day of (blank) , 198 (blank). SECTION 13. SAVINGS CLAUSE. THAT should any section, paragraph, sentence, clause, phrase or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. AND IT IS SO ORDERED. Passed by the City Council on first reading this 26th day of September , i 1985. Passed by the City Council on second reading this 24 th day of October , 1985. i ATTEST: k Ranette 96yd, City Secretary 4!j APPROVED AS TO CONTENT: i jj Rita Harmon, Assistant City Manager f, APPROVED AS TO FORM: 4i Vandiver, Assistant City Attorney I! -3- A AN HENRY, MAYOR C�CIs sic ABLE November 6, 1995 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Mayor and City Council City of Lubbock P.O. Box 2000 Lubbock, TX 79457 Re: Change of Control of Cable TV Franchise Dear Mayor and Council Members: 605 Northwest Third St. P.O. Box 429 Plainville, KS 67663 (913) 434-7620 Administration (800) 999-8876 Customer Service (913) 434-2614 FAX RECEIVED NOV 16 1995 CITY SECRETARY On September 14, 1995, the City Council of the City of Lubbock adopted Resolution No. 4936, (1) consenting to and approving the assignment by Mission Cable Company, L.P. ("Mission") of the city's cable television franchise (the "Franchise"), in connection with the acquisition of certain assets of Mission by Universal Cable Communications Inc. ("UCC"), and (2) requiring the assumption by UCC of the obligations under the anchise. On October 31, 1995, UCC completed the acquisition of certain assets of Mission and assumed all obligations under the Franchise accruing from and after that date. We appreciate the opportunity to provide cable service to your community. Please feel free to call me if you have any questions. Very truly yours, �� `VU Mark Livingston General Manager