HomeMy WebLinkAboutR98-50 08-10-98 RESOLUTION NO. R98-50
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, APPROVING THE TRANSFER OF THE CABLE TELEVISION
FRANCHISE.
WHEREAS, TCI TKR of Houston, Inc. ("Franchisee"), owns, operates, and
maintains a cable television system ("System") in the City of Pearland, Texas (the
"Franchise Authority"), pursuant to Ordinance No. 636 dated September 2, 1992 (the
"Franchise"), and the Franchisee is the duly authorized holder of the Franchise; and
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
Franchise to the Partnership (the "Transfer," which term shall include any necessary
transfers of the System and Franchise through one or more affiliates of the Franchisee)
at the closing contemplated by the Contribution Agreement (the "Closing"); and
WHEREAS, at the Closing the Partnership will enter into a Management
Agreement with Time Warner Cable, a division of TWE, providing for the management
RESOLUTION NO. R98-50
of the Partnership, the System, and the Franchise by Time Warner Cable (the "Change
in Actual Working Control"); and
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"); and
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 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 Pearland, Texas; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. 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 Franchise.
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RESOLUTION NO. R98-50
Section 2. The Eranchise Authority confirms (a) the Franchise was properly
granted to Franchisee, (b) the Franchise is currently in full force and effect and will
expire on October 27, 2012, subject to options in the Franchise, if any, to extend
such term, (c) the Franchise supersedes all other agreements between Franchisee and
the Franchise Authority and represents the entire understandings of the parties, and
(d) Franchisee is 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 default or
breach under the Franchise or would allow the Franchise Authority to cancel or
terminate the rights thereunder except upon the expiration of the full term of the
Franchise.
Section 3. This resolution shall be deemed 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. The Franchise Authority releases Franchisee, effective upon the
Closing Date, from all obligations and liabilities of the Franchise that arise and accrue
after the Closing Date; provided that the Partnership shall be responsible for any
obligations and liabilities under the Franchise that arise and accrue after the Closing
Date.
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RESOLUTION NO. R98-50
Section 5. This Resolution shall have the force of a continuing agreement with
Franchisee and the Partnership. The Franchise Authority shall not amend or otherwise
alter this Resolution without the consent of Franchisee and the Partnership.
ADOPTED this the / C - day of
PASSED, APPROVED and
/~i~gLLS-)- , A.D., 1998.
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
INTERIM CITY ATTORNEY
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