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O-92-2602 - 11/13/1992ORDINANCE NO. _& 2 An Ordinance Approving the Transfer and Assignment by TCI Cablevision of Texas, Inc. to Time Warner Entertainment Company, L.P., d/b/a Time Warner Cable, of the Franchise to Operate a Cable Television System in the City of Round Rock, Texas WHEREAS, TCI Cablevision of Texas, Inc. ("Franchisee") owns, operates, and maintains a cable television system ("System") in the City of Round Rock, Texas ("Franchise Authority"), pursuant to Ordinance No. 501 passed and adopted on July 14, 1977, as amended by Ordinance No. 532 adopted March 30, 1978, Ordinance No. 533 adopted March 30, 1978, Ordinance No. 2208 adopted November 26, 1985, and Ordinance No. 2594 adopted on September 24, 1992 ("Franchise"), and Franchisee is the current authorized holder of the Franchise; and WHEREAS, Franchisee proposes to assign and transfer all of the assets of the System (the "Transaction"), including all right, title, interest, and obligations of Franchisee under the Franchise, to Time Warner Entertainment Company, L.P., a Delaware limited partnership d/b/a Time Warner Cable ("TWE"), subject to, among other conditions, any required approval of the Franchise Authority with respect thereto; and WHEREAS, Franchisee and TWE have requested consent by the Franchise Authority to the assignment and transfer of all of the assets of the System, including the Franchise, to TWE in accordance with the requirements of the Franchise; and WHEREAS, the Franchise Authority has determined, upon due inquiry, that TWE has shown sufficient legal, technical and financial qualifications to comply with the terms of the Franchise. NOW, TIIEREFORE, BE IT ORDAINED by the City Council of the City of Round Rock as follows: SECTION 1. The Franchise Authority hereby consents to and approves the assignment and transfer by Franchisee to TWE, its successors and assigns, of all of the assets of the System, including all right, title, interest, and obligations under the Franchise, subject to applicable federal and state law, relating to the period from and after the closing of the Transaction (the "Closing"). SECTION 2. The Franchise Authority's consent granted in Section 1 of this Ordinance and the assumption by TWE of all rights and obligations under the Franchise with respect to the period from and after the Closing, subject to applicable federal and state law, shall be contingent upon and take effect only on and after the date of Closing. SECTION 3. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance by TWE of the Franchise, System or assets relating thereto, if any, as collateral for a loan. SECTION 4. The Franchise Authority confirms that, as of the date of this Ordinance: (a) the Franchise was properly granted; (b) the Franchise is valid and remains in full force and effect and expires on July 14, 2002; (c) Franchisee is recognized as the present holder and owner of the Franchise; (d) the Franchise supersedes all other agreements between Franchisee and the Franchise Authority; (e) the Franchise represents the entire understanding of the parties and Franchisee has made no commitments and owes no obligations to the Franchise Authority other than those specifically stated in the Franchise; (f) Franchisee is materially in compliance with the provisions of the Franchise; and (g) there exists no known fact or circumstance 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 thereof. -2- Read and approved on first reading this day of Ce,th-htik,i, 1992. 60) Read, approved, and adopted on second reading this /a day of %l %' 1L , 1992. ATTEST: ,ild/nAtO aeanta( o/ ne Land, City Secretary Mike Robinson, Mayor City of Round Rock, Texas ************** I, Joanne Land, Assistant City Manager/City Secretary of the City of Round Rock, Texas, do hereby certify that the above and foregoing is a true and correct copy of an ordinance passed and adopted by the City Council of the City of Round Rock, Texas, at two meetings held on the. ay of Oet2kk1 , 1992 and on the `-qday of neVeMdieho 1992 which is recorded in the minutes of the City of Round Rock in book. /�'j day of , 1992. WITNESSED by my hand and seal of the City of Round Rock, Texas on this Assistant City Manager/City Secretary -3- DATE: November 10, 1992 SUBJECT: City Council Meeting, November 12, 1992 ITEM: 11.D. Consider an ordinance approving the transfer and assignment by TCI Cablevision of Texas, Inc. to Time Warner Entertainment Company of the franchise to operate a cable television system in the City of Round Rock. (Second Reading) STAFF RESOURCE PERSON: David Kautz / Steve Sheets STAFF RECOMMENDATION: Staff recommends approval of the transfer of all of the assets of the cable television system in Round Rock from TCI Cablevision of Texas, Inc. to Time Warner Entertainment Co., L.P.