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Home My WebLink AboutORD 1986-023 CITY OF GRAPEVINE, TEXAS ORDINANCE NO. 86-23 AN ORDINANCE OF THE CITY OF GRAPEVINE, TEXAS GRANTING CONSENT TO A SALE, ASSIGNMENT OR TRANSFER OF THE CABLE TELEVISION SYSTEM AND FRANCHISE FROM GROUP W CABLE, INC., TRANSFEREE OF TELEPROMPTER COMMUNITY CABLEVISION, TO CENTURY SOUTHWEST CABLE TELEVISION, INC., TCI HOLDINGS, INC., AMERICAN TELEVISION �� AND COMMUNICATIONS CORPORATION, THE AFFILIATES OF, OR SUBSIDIARIES OR PARTNERSHIPS OWNED OR CONTROL- LED BY HOUSTON INDUSTRIES INCORPORATED, COMCAST .� CORPORATION AND DANIELS & ASSOCIATES, INC. (THE "BUYERS") CONDITIONED UPON THE BUYERS FILING WITH THE CITY SECRETARY A COPY OF THE ASSIGNMENT AND AN AGREEMENT TO ABIDE BY AND ASSUME ALL DUTIES AND RESPONSIBILITIES UNDER THE FRANCHISE; PROVIDING A SEV- ERABILITY CLAUSE; DECLARING AN EMERGENCY AND PRO- VIDING AN EFFECTNE DATE WHEREAS, Group W Cable, Inc., transferee of Teleprompter Community Cablevision, has made application for approval by the City Council of the City of Grapevine, Texas, of the sale, assignment or transfer of the Cable Television System and Franchise granted to Group W Cable, Inc. pursuant to Ordinance No. 80-72; and WHEREAS, the City Council desires to consent to the sale, assignment or transfer of the Cable Television System and Franchise from Group W Cable, Inc. (the "Seller") to Century Southwest Cable Television, Inc., TCI Holdings, Inc., American Television and Communications Corporation, the affiliates of, or subsidiaries or partnerships owned or controlled by Houston Industries Incorporated, Comcast Corporation and Daniels & Associates, Inc. (the "Buyers") conditioned upon the Buyers filing with the City Secretary an authenticated copy ,�k-�� of the assignment and an agreement that the Buyers shall abide by and assume all duties and responsibilities under the Franchise. �� NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That all matters in the preamble are found to be true and correct and are incorporated into the body of this ordinance as if copied in their entirety. Section 2. The City Council hereby consents to the sale, assignment or transfer of the Cable Television System and Franchise from the Seller to the Buyers conditioned upon the Buyers filing in the office of the City Secretary promptly after such sale, assignment or transfer, an authenticated copy of the sale, assignment or transfer agreement and an agreement duly signed and acknowledged by the Buyers that they shall become responsible for the full performance of all the conditions, liabilities, covenants, and obligations contained in Ordinance No. 80-72 granting the I'ranchise. Section 3. Consent to the sale, assignment or transfer shall not become effective until the documents required by Section 2 to be filed with the City Secretary have been properly filed. Section 4. If any section, article, paragraph, sentence, clause, phrase or '�" word in this ordinance, or application thereto any person or circumstance is held invalid or unconstitutional by a Court of competent jurisdiction such holding shall not affect the validity of the remaining portions of the ordinance; and the City Council hereby declares it would have passed such remaining portions of the ��'` ordinance despite such invalidity, which remaining portions shall remain in full force and effect. Section 5. The City Manager is hereby directed and authorized to execute the Consent to Transfer of Control, a copy of which is attached hereto as Exhibit "A", and deliver said executed document to the proper party or parties. Section 6. The fact that the present ordinances and regulations of the City of Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace, and general welfare of the inhabitants of the City of Grapevine, Texas, creates an emergency for the immediate preservation of public business, property, health, safety, and general welfare of the public which requires that this ordinance shall become effective from and after the date of its passage and it is accordingly so ordained. ��._� PASSED AND APPROVED this 4� day of M�' , 1986. � a �� `---- Ma r, City of Grapevine, Texas ATTEST: �C�1�t.¢.�,�� Ci�y Secretary, "ity of Grapevine, Texas [SEAL] L�PPROVED AS TO FORM: E�_ City Attorney, City of Gr evine �;.�� w�,�. ��;� �� '� , EXHIBIT "A" , PAGE 1 OF 4 TO ORDINANCE NO . 86-23 EXHIBIT +'A" CONSENT TO TftANSFER, OF CONTROL ,�, .� THIS CONSENT OF THE City of Grapevine, Texas ("Grantor"), granted �_� the date set forth under the signature line below. W I T N E S S E T H WHEREAS, Group W Cable, Inc., a New York corporation ("Group W Cable"), operates and maintains a cable television system in Grantor's com- munity pursuant to that certain franchise, license, permit or other suthorization (as amended to the date hereof, the "Franchise") granted by Grantor and evidenced by the document(s) listed on Exhibit A hereto (such cable television system and the Franchise being hereinafter individually and collectively sometimes referred to as the "System;) and WHEREAS, Group W Cable's parent corporation, Westinghouse Broad- casting and Cable, Inc., an Indiana corporation ("Westinghouse"), desires to sell � r and otherwise transfer all of the issued and outstanding shares of the capital stock of Group W Cable to Century Southwest Cable Television, Inc., a Delaware corporation; TCI Holdings, Inc., a Colorado corporation; American Television and Communications Corporation ("ATC"), a Delaware corporation; and affiliates of, or subsidiaries or partnerships owned or controlled by, Houston Industries Incorporated, a Texas corporation, Daniels & Associates, Inc., a Delaware corporation, and ATC, as are specifically identified in Exhibit B hereto (the foregoing entities being herein referred to individually as a "Buyer" and collectively as the "Buyers"), and thereby transfer control of Group W Cable to the Buyers; and WHEREAS, the Buyers presently intend to cause Group W Cable to ce,. : �.N., , EXHIBIT "A" , PAGE 2 OF 4 TO ORDINA�.'�TCE NO. 86-23 transfer control of and/or assign the System to A General Partnership between �.� ATC Holdings, Inc., a Delaware Corporation and KBLCOM Incorporated, a Texas Corporation (the "Transferee") as soon as practicable after the closing of the �..,.� foregoing stock sale (the "Closing Date"); and WHEREAS, Grantor is willing to consent to (i) the foregoing transfer of control of Group W Cable to Buyers on the Closing Date and (ii) the transfer of control of and/or assignment of the System to the Transferee after the Closing Date; NOW, THEftEFORE, in consideration of the premises, Grantor hereby consents to (i) the sale by Westinghouse of all the issued and outstanding shares of the capital stock (and the transfer of cointrol) of Group W Cable to the Buyers on the Closing Date and (ii) the assignment and transfer of the System to a wholly-owned subsidiary of Group W Cable and (iii) the transfer of control and/or assignment of the System to the Transferee after the Closing Date, rop vided that the consent set forth in clauses (ii) and (iii) above shall be subject � ; to the condition that the holder of the Franchise shall file in the Office of the City Secretary promptly after such sale, assignment or transfer, an authen- ticated copy of the sale, assignment or transfer agreement and an agreement duly signed and aclrnowledged by the Buyers that they shall become responsible for the full performance of all the conditions, liabilities, covenants, and obligations contained in the Franchise. IN WITNESS WHEREOF, Grantor has executed this consent, effective upon the filing with the City Secretary of the agreements referenced above. GRANTOR: � . By; Title: �i t� Mana�r �p� Date: March 4 , 1986 ' EXHIBIT "A" , PAGE 3 OF 4 TO ORDINANCE NO. 86-23 � � ( Ezaibit l► ( �, .:� �:� City Ordinance No. 80-?2 dated January 20, 1981 City Ordinance No. 84-87 dated December 18, 1984 �:; . s�-: . �:..W � EXHIBIT "A" , PAGE 4 OF 4 TO ORDINANCE NO. 86-23 , � I , tshiDit B ( �,:,.r .„�„�. ��i � �,c�_ sue:iaiarv aed PartnetshiQ 6tockdolders. 1. 11TC Holdinqs, Inc. . -a Delaware corQoration, a vDolly-ovned �� snbsidiary ot l►TC. 2. 1CBLC0lI IncorQorated, a Tezas corporation, a vholly-owned subsidiaty o� Houston Iaduatciea IncotQorated. 3. Co�cast Cablevision of Conaecticut. Coecast Cablevision of Northern l►labama, Co�cast CaDlevision of Northern llorida, Coocast Cablevision of Pal� BeacQ County. Coocast Cablevision of Southern California, all partnershiQs of two vholly-ovned Comcast CotQoration subsidiaries. 4. Daniels-Hauser Holdinqs, a partnership and affiliate of Daniels 6 �ssociates, Inc. �:.: m �,,n ., �• �; 3 ACCEPTANCE OF FR.ANCHISE THe ENRCOM ("Transferee") hereby accepts the transfer of the franchise granted by Grapevine, Texas and all of the terms and conditions specified therein. Further, Transferee agrees that it will abide by and perform all of the duties and obligations under the franchise. THe ENRCOM By: ATC Holdings II, Inc. General Partner �,. rc Vice President Dated: December 30, 1986 �. ,