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Home My WebLink About023526 ORD - 01/12/1999AN ORDINANCE APPROVING THE MERGER TRANSACTIONS BETWEEN AT&T CORP. AND TELE -COMMUNICATIONS, INC. AND CONSENTING TO THE CHANGE OF CONTROL OF THE CABLE TELEVISION FRANCHISE WHEREAS, on March 25, 1981, in Ordinance No. 16133, the City Council of Corpus Christi granted a franchise ("Franchise") to Athena Cablevision of Corpus Christi, Inc. to operate and maintain a community antenna television system in the City for a term not to exceed fifteen (15) years; WHEREAS, on September 1, 1987, in Ordinance No. 19955, the City Council consented to the assignment of the Franchise from Athena Cablevision of Corpus Christi, Inc. to TCI Cablevision of Texas, Inc. ("Franchisee"); WHEREAS, on March 7, 1989, in Ordinance No. 20616, the City Council granted an amendment of the Franchise to extend the term for five (5) years for a total duration of twenty years (20); WHEREAS, Section 19 of the Franchise provides that provides that the Franchise cannot be sold, transferred, leased, assigned or disposed of, in whole or in part, either by force or involuntary sale, or by voluntary sale, merger, consolidation or otherwise, without the prior consent of the City Council expressed by ordinance; WHEREAS, Section 20 of the Franchise provides that prior approval of the City Council is required where ownership or control of more than 10% of the right of control of Franchisee is acquired by another party; WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger dated as of June 23, 1998 (the "Merger Agreement") among AT&T Corp. ("AT&T"), Italy Merger Corp., a newly formed wholly owned subsidiary of AT&T , and Tele-Communications, Inc., the parent of Franchisee, ("TCF"), Italy Merger Corp. will merge with and into TCI with TCI as the surviving corporation in the merger, and as a result of the transactions set forth in the Merger Agreement, (the "Merger Transactions"), TCI will become a wholly owned subsidiary of AT&T; WHEREAS, Franchisee will continue to hold the Franchise after the consummation of the Merger Transactions; WHEREAS, FCC Form 394, Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise, has been filed with the City; WHEREAS, the parties to the Merger Transactions are requesting approval and consent of the City to the Merger Transactions; and WHEREAS,after review of FCC Form 394, the City Council of the City of Corpus Christi consents to the Merger Transactions and transfer of control of the Franchise subject to the acceptance of the attached terms and conditions by AT&T and Franchisee and their filing the acceptance with the City Secretary on or before February 5, 1999. The acceptance is part of this Ordinance and attached hereto; and WHEREAS,by giving its consent, such consent does not constitute a waiver of the City's rights and future review process or findings applicable to the requested franchise renewal under the federal Cable Act. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City of Corpus Christi hereby consents to and approves the Merger Transactions and transfer of control of the Franchise subject to written acceptance by AT&T Corp. and TCI Cablevision of Texas, Inc. of the attached terms and conditions, said written acceptance to be attached and made part of this Ordinance on or before February 5, 1999. SECTION 2. This Ordinance shall be deemed effective in accordance with applicable law, and upon receipt of said written acceptance and shall terminate if the Merger Transactions do not close. SECTION 3. The City Secretary shall mail the attached Notice and Acceptance to AT&T Corp. and TCI Cablevision of Texas, Inc. the next day after passage of this Ordinance. Th the foregoing ordinances read for the first time and passed to its second reading on this the ay of, j).i air) �h) , 19 %a by the following vote: Samuel L. Neal, Jr. Javier D. Colmenero Melody Cooper Alex L. Garcia, Jr. Dr. Arnold Gonzales Betty Jean Longoria John Longoria Edward A. Martin Dr. David McNichols That the foregoing ordi a ce was read for the second time and passed finally on this the hii-h day 19'19 , by the following vote: Samuel L. Neal Jr. Javier D. Colmenero Melody Cooper Alex L. Garcia, Jr. Dr. Arnold Gonzales PASSED AND APPROVED, this the ATTEST: City Secretary Betty Jean Longoria John Longoria Edward A. Martin Dr. David McNichols APPROVED: IC) DAY OF 1) ,.he: JAMES R. BRAY, JR., CITY ATTORNEY By: n. 1,,t /7, VT-irL5 A t.k -d Lisa Ortiz Aguilar `) Assistant City Attorney MAYOR THE CITY OF CORPUS CHRISTI 23526 sibCity of Corpus Chnsti December 10, 1998 Randy Grimes TCI Cablevision of Texas, Inc. 4060 South Padre Island Dr. P.O. Box 6607 Corpus Christi, Texas 78466-6607 O. Carey Epps AT&T Corp. Room 1500 919 Congress Avenue Austin, TX 78701 Date Filed: f/y t Armando ChWpa City Secretary Re: Notice of Ordinance Approving Merger Transactions and Transfer of Control of Franchise Dear Gentlemen: Attached to this letter is a coy of the Ordinance adopted by the City Council of the City of Corpus Christi on the / - _ day of 11. 11999. Please note the requirement that each of you provide written acknowledgment of the terms and conditions of the Ordinance and furnish written acknowledgment by sighing the attached Acceptance and filing it with the City Secretary Attention: Armando Chapa, 1201 Leopard, P. O. Box 9277, Corpus Christi, Texas 78469. The Acceptance must be flied with the City Secretary on or before February 5, 1999 as required by the Ordinance, to ensure that the Ordinance adopted by the City shall be effective. If you have any questions regarding the Ordinance or the requirements of your acknowledgment and acceptance, please contact the City Attorney's Office, Jimmy Bray, City Hall, 1201 Leopard, P. O. Box 977, Corpus Christi, Texas 78469 or by telephone (512) 880-3360. Sincerely, O11fropo [ 7.-96L9 Armando Chapa /UL' City Secretary Office of the City Secretary P.O. Box 9277 • Corpus Christi, Texas 78469-9277 • (512) 880-3105 ACCEPTANCE AT&T Corp. and TCI Cablevision of Texas, Inc. (Collectively referred to as "AT&T/TCI"), provide the following acceptance to the City of Corpus Christi, Texas, (City): A. AT&T/TCI agree to the requirements contained in the City's Ordinance No. 0+2 approving the transfer of control and merger transactions. B. TCI Cablevision of Texas, Inc. agrees that upon the closing of the transfer of control and merger transactions, it will be bound by the Franchise and will timely and fully perform all of the duties and obligations thereunder. C. TCI Cablevision of Texas, Inc agrees that, as of the closing of the transfer of control and merger transactions, it will be able to provide, and agrees to provide to the City and subscribers within the City, all services set forth in the Franchise. D. AT&T/TCI acknowledge that the City does not waive its right to receive compliance with any provisions of the Franchise relating to past or future performance of obligations of TCI Cablevision of Texas, Inc. or any obligations in the Franchise. E. AT&T/TCI acknowledge that the City does not waive its rights and has not made the findings required for renewal of a franchise in the consent to transfer provided by Ordinance No.O5` .2(and said Ordinance does not constitute a waiver of the City's rights and future review process or findings applicable to the requested franchise renewal. F. TCI Cablevision of Texas, Inc. agrees that, as of closing of the transfer of control and merger transactions, it will remain subject to lawful regulatory authority of the City as set forth in the Franchise. G. AT&T/TCI agree to provide a copy of the written instrument evidencing the closing of the transfer of control and merger transactions within 30 days after execution of said instrument. H. AT&T/TCI represent and warrant as follows: AT&T/TCI have the legal, technical and financial ability to operate and maintain the cable system serving City of Corpus Christi Texas pursuant to the terms of the Franchise. 2. On the date of the closing of the transfer of control and merger transactions, TCI Cablevision of Texas, Inc. shall remain the Franchisee and has all rights and authority necessary to fully perform all of the duties and obligations of the Franchise. 3. AT&T/TCI will take all actions necessary to authorize the execution and delivery of this Acceptance and to perform all obligations and duties under the Franchise. I. AT&T/TCI agree that all of their representations, warranties, acknowledgments and agreements contained herein shall be binding upon their lawful successors and assigns. TCI Cablevision of Texas, Inc. By: Title: Scott Hii¢el, Seg- •r Vice Pres. Date: January 27, 199 AT&T Corp. By: ��(� (Edwin P. Rutan, II) Title: Law & Government Affairs Vice President - Date: January 28, 1999 Southwest Region