HomeMy WebLinkAboutRES 1998-050 RESOLUTION NO. 98-50
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS APPROVING THE TRANSFER OF
THE CABLE TELEVISION FRANCHISE AND PROVIDING
AN EFFECTIVE DATE
WHEREAS, Paragon Communications ("Franchisee"), a wholly-owned indirect
affiliate of Time Warner Inc. ("Time Warner"), owns, operates and maintains a cable
television system ("System") in the City of Grapevine, Texas (the "Franchise Authority"),
pursuant to Ordinance No. 97-62, dated July 31, 1997 (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"), another affiliate of TWE-A/N (together with
TWE-A/N , the "Time Warner Partners"), TCI Texas Cable Holdings LLC, TCI Texas
Cable Holdings LLC (together with TCI Texas Cable Holdings LLC, 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 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
of the Partnership, the System and the Franchise by Time Warner Cable and Time
Warner Cable will engage an affiliate of the TCI Partners to provide various day-to-day
operating and support services with respect to the System and such affiliate of the TCI
Partners will employ the System-level personnel, although Time Warner Cable will
retain exclusive management and supervisory functions of the Partnership with respect
to the System and the Franchise; and
WHEREAS, AT&T Corp. and Tele-Communications, Inc. ("TCI") are parties to a
merger agreement which provides for AT&T Corp. to acquire control of TCI, the ultimate
parent of each TCI Partner; and
WHEREAS, the transfer of the Franchise to the Partnership (regardless of
whether AT&T Corp. is or becomes the ultimate owner of the TCI Partners) (the
"Transfer," which term shall include any necessary transfers of the System and the
£`�a Franchise through one or more affiliates of Franchisee) is deemed to be in the best
interest of the residents of the City of Grapevine, Texas.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
.�_,,�.
OF GRAPEVINE, TEXAS:
Section 1. The Franchise Authority hereby consents to the Transfer of the
Franchise to Texas Cable Partners, L.P., a Delaware limited partnership owned 50% by
the Time Warner Partners and 50% by the TCI Partners (including, if applicable, the
control of the TCI Partners by AT&T Corp.), all in accordance with the terms of the
Franchise.
Section 2. The Franchise Authority confirms (a) the Franchise was properly
granted to Franchisee, (b) the Franchise is currently in full force and effect and will
expire on June 30, 2009, 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 upon the date of the
Closing of the Contribution Agreement (the °Closing Date").
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
obtigations and liabilities under the Franchise that arise and accrue after the Closing
Date.
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.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS on this the 15th day of September, 1998.
APPROVED:
� _ �
-��-�--�-�
r
_ > William D. Tate
Mayor
RES. NO. 98-50 2
ATTEST:
_��%�u' ��- ' -
Lind� Huff
City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr.
City Attarney
�,�,,�
:�.:b
�
RES. NO. 98-50 �
�
ACCEPTED BY:
��
f �'; �- % �
_�_ ��.:.�;1� � .�.�.. -
;'�,c�.�.-�`�i-��.�- , �.
0
TWE —A/N TEXAS CABLE PARTNERS
GENERAL PARTNER L.L.C., A GENERAL PARTNER
NAME: David E. O'Hayre
TITLE: Vice President
DATE OF ACCEPTANCE: �'
ORD. NO. 98-50 4