HomeMy WebLinkAboutRES 041106-O - Cable TV Cox to CebridgeRESOLUTION NO. 011//04' -O
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS CONSENTING TO THE ASSIGNMENT
OF THE CABLE TELEVISION FRANCHISE FROM COX
SOUTHWEST HOLDINGS, L.P. TO CEBRIDGE ACQUISITION,
L.P., SUBJECT TO THE TERMS OF THE ACCEPTANCE
AGREEMENT ATTACHED HERETO; AUTHORIZING
CERTAIN ACTIONS TO BE TAKEN CONSISTENT WITH THIS
RESOLUTION AND THE TERMS OF THE ACCEPTANCE
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Cox Southwest Holdings, L.P. ("Cox" or "Franchisee") owns, operates, and
maintains a cable television system ("System") serving the City of Georgetown, Texas
("City") pursuant to a cable franchise ordinance originally granted to Williamson County
Cablevision Company on January 12, 1988 by Ordinance No. 880012.23.03; the term of
which was extended to February 11, 2013 by Ordinance No. 98-39; and which was
subsequently transferred to Cox Southwest Holdings, L.P. d/b/a Cox Communications
(the "Franchise"); and
WHEREAS, Cox and other entities controlled by Cox Communications, Inc have
entered into an Asset Purchase Agreement dated October 31, 2005 (the "Agreement")
with Cebridge Acquisition Co. LLC in which, among other things, Cox proposes to sell
and assign to Cebridge Acquisition Co. LLC certain of the assets, including the
Franchise, used by Cox in the operation of the System (the "Transaction"); and
WHEREAS, Cebridge Acquisition Co. LLC will assign, among other things, its right to
acquire the Franchise and System under the Agreement to Cebridge Acquisition, L.P.
("Cebridge") prior to the closing of the Transaction; and
WHEREAS, Cox and Cebridge have requested the consent of the City to the assignment
of the Franchise to Cebridge in accordance with the requirements of the Franchise and
applicable law and have filed with the City a franchise assignment application on FCC
Form 394 that includes information conceming the Transaction and the legal, technical
and financial qualifications of Cebridge (collectively, the "Application"); and
WHEREAS, under Federal law, 47 U.S.C. § 537, the City must act within 120 days of
receipt of a complete application for assignment or else the assignment is automatically
deemed to be approved and the City loses some rights, and Cox and Cebridge contend
that such deadline is by 11:59 p.m., April 13, 2006; and
WHEREAS, Cox and Cebridge have provided additional information and documents
relating to the proposed assignment; met with the City to discuss the preceding and the
resolution of other cable related matters; and have provided a signed Acceptance
Agreement ("Acceptance Agreement") offering and agreeing to certain terms related to
Resolution No. OS/ //Olp-O
Consent to Assignment of Cable TV Franchise from Cox to Cebridge, with Acceptance Agreement
Page 1 of 3
the assignment and such matters, so long as the City Council adopts a resolution
consenting to the assignment on or before 11:59 PM on April 13, 2006; and
WHEREAS, the City Council finds that an emergency exists in the passage of this
Resolution, and the notice provisions of Section 14.12.130 of the City Code of
Ordinances pertaining to notice required to be given by the Franchisee impede the ability
of the parties to effectuate a transfer in a timely manner; and
WHEREAS, relying on all the preceding the City finds that it is in the public interest of
the City and its residents to consent to the assignment on the terms set forth in the
Acceptance Agreement, and separately to consider an ordinance amending the Franchise
in accordance with certain terms of such Acceptance Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF GEORGETOWN, TEXAS THAT•
SECTION 1. The City Council hereby declares that an emergency exists in the passage
of this Resolution and that the notice requirements applicable to Cox in Section
14.12.130 of the City Code of Ordinances are hereby waived.
SECTION 2: The City Council hereby approves, subject to the terms and conditions of
the Acceptance Agreement attached hereto as "Exhibit A", the assignment of the
Franchise by Cox to Cebridge. The terms and conditions of the Acceptance Agreement
are incorporated herein by reference as if set forth in full.
SECTION 3. The City Council's approval of the assignment of the Franchise by Cox to
Cebridge shall be final and effective immediately.
SECTION 4. The Mayor is hereby authorized and directed to immediately sign the
Acceptance Agreement, City staff is directed to return a fully signed copy of the
Acceptance Agreement to Cox and Cebridge, and the City Manager, City Attorney,
Special Counsel and City Staff are hereby authorized and directed to take such actions as
may be necessary and proper to effectuate and implement such Acceptance Agreement.
SECTION 5: The Mayor is hereby authorized to execute, and the City Secretary to
attest, this Resolution on behalf of the City of Georgetown.
RESOLVED this 1 lth day of April 2006.
APPROVED:
ATTEST:
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Sandra D. Lee
City Secretary
Resolution No. 04 //O /a " 0
Consent to Assignment of Cable TV Franchise from Cox to Cebridge, with Acceptance Agreement
Page 2 of 3
APPROVED AS TO FORM:
Patricia E. Carls, City Attorney
CERTIFICATION
I, the undersigned, being the duly appointed, qualified and acting City Secretary of the
City of 9eorgetown, Texas hereby certify that the foregoing Resolution No.
D //tEe - 0 is a true, correct and accurate copy as duly and lawfully passed
and adopted by the governing body of the City of Georgetown, Texas on the % /M
day of April, 2006.
andra D. Lee
City Secretary
City of Georgetown, Texas
#1242045_1
Resolution No. 04///06'O
Consent to Assignment of Cable TV Franchise from Cox to Cebridge, with Acceptance Agreement
Page 3 of 3
ACCEPTANCE AGREEMENT
TERMS AND CONDITIONS TO AN ASSIGNMENT OF A
CABLE FRANCHISE
This Acceptance Agreement ("the Agreement") is by and among Cox Southwest
Holdings, L.P. ("Cox"), Cebridge Acquisition, L.P. ("Cebridge") and the City of
Georgetown, Texas ("City).
WHEREAS, Cox is currently the franchisee under a Cable Franchise Agreement
which was originally granted to Williamson County Cablevision Company on January
12, 1988 by Ordinance No. 880012.23.03; the term of which was extended to February
11, 2013 by Ordinance No. 98-39; and which was which was subsequently transferred to
Cox Southwest Holdings, L.P. d/b/a Cox Communications (the "Franchise"), and now
codified in Chapter 14.12 of the City of Georgetown Code of Ordinances (the "City
Code"); and
WHEREAS, Cox has proposed to assign the Franchise to Cebridge
("Assignment") on the closing date provided in the Asset Purchase Agreement dated
October 31, 2005 between Cox and Cebridge ("Closing Date"), and Cox and Cebridge
have requested the City's consent to the Assignment; and
WHEREAS, the City has agreed to consent to the Assignment subject to the
parties entering into this Agreement.
NOW THEREFORE, in consideration of the mutual promises made herein, and
other good and valuable consideration as provided herein, the receipt and adequacy of
which are hereby acknowledged, Cebridge, Cox and the City do hereby agree as follows:
1. Franchise Binding.
A. Cebridge hereby acknowledges that the transactions and actions
("Transactions") taken pursuant to the Asset Purchase Agreement dated
October 31, 2005 by and among Cox, Cebridge, and their parents and
affiliates ("APA"):
i) do not affect the binding nature of the Franchise and the
obligations of the franchisee as stated therein, except as otherwise
provided herein; and
ii) do not constitute a waiver or release of any rights or powers of the City,
except as otherwise provided herein.
Cebridge hereby accepts all the terms of this Agreement and also hereby
accepts and agrees to the City by ordinance amending and adding to the
Franchise as set forth herein.
2. Reliance. Cebridge acknowledges that the City has consented to the Assignment
in reliance upon the written representations, documents and information provided
to it by Cebridge and Cox, all of which are incorporated herein by reference.
3. Access to Records. Cebridge agrees to and hereby accepts the City by ordinance
amending Article III, Section 1 of the Franchise (codified as Section 14.12.270 of
the City Code), such that after the amendment it shall read as follows:
"SECTION 1 — RECORDS REPORTS AND INVESTIGATIONS
The Company shall keep complete and accurate books of
accounts and records of its business and operations under and in
connection with this chapter. All such books and records shall be
consistent with generally accepted accounting practices and shall
be made available to the City's officials, employees and agents at
the Company's principal office in Georgetown, Texas All records
relating to the Cable System's operations in the City which the City
is entitled to inspect under the Franchise or other applicable law
shall continue to be maintained and subject to inspection in the
Georgetown office if they were maintained there as of April 1,
2006. Relevant financial records shall be made available to the
City at the Georgetown office upon reasonable request."
Validity of Franchise. Cebridge accepts the Franchise and this Agreement in
their entirety and agrees that as of the date it signs that they are lawful and
enforceable. Cebndge is not aware of any provision of the Franchise or this
Agre ment that is unlawful or unenforceable; provided, however, that Cebridge
does not relinquish any legal rights it may have to challenge the legality of any
provision.
5. Franchise Fees.
A. For all time periods from and after the closing of the Assignment,
Cebridge shall compute the franchise fees it pays to the City accurately
and in accordance with the Franchise, as amended by Section 6 below.
B. For the time period up to the Closing Date (as defined herein), Cox shall
compute franchise fees using the same computation as used in the
remittance to the City dated December 20, 2005.
6. Gross Receipts. Cebridge agrees to and hereby accepts the City by ordinance
amending Article I, Section 3 of the Franchise (codified in Section 14.12.030.A.
under the term "Gross Receipts"), such that after the amendment the definition of
"Gross Receipts shall read as follows:
"k. 'Gross Receipts' shall mean any and all revenue
realized directly or indirectly by the Company, its affiliates,
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subsidiaries, and parent, from or on in direct connection with the
operation of a Cable System in the City pursuant to this chapter,
including, and limited to, Basic Service fees and Optional Service
fees. Effective January 1, 2007, the term 'Gross Receipts' shall
also include franchise fees received by the Company. 'Gross
Receipts' shall not include any of the items set forth in Section
622(g)(2) of the Act, and shall also exclude leased channel access
fees, converter sales, converter rentals, remote rentals, late charges,
installation charges and rebates received for carrying or providing
programs to subscribers being serviced pursuant to this Franchise,
and advertising revenue. Optional Services as used herein shall
include optional services currently offered to subscribers and those
which may be offered in the future. "
7. No Deterioration in Service. Cebridge agrees to and hereby accepts the City by
ordinance amending the Franchise to add Article II, Section 11 (to be codified as
Section 14.12.261 of the City Code), such that after the amendment it shall read
as follows:
"Sec. 14.12.261. NO DETERIORATION IN SERVICE
A. For purposes of this Section 14.12.261, "Cox" shall mean
Cox Southwest Holdings, L.P., which was the Franchisee
until mid-2006, and "Cebridge" shall mean Cebridge
Acquisition, L.P., which became Franchisee upon City's
approval of assignment from Cox.
B. Cebridge shall maintain at least the current level of
customer service provided by Cox in the City.
C. Cebridge shall comply with the customer service standards
of the Federal Communications Commission ("FCC") as
set forth at 47 CFR Part 76 ("FCC Rules"), including §§
76.309, 76.1602, 76.1603, 76.1618 & 76.1619.
D. For three years after the assignment to it of the Franchise,
Cebridge will maintain sufficient staffing levels for the
personnel in the local office(s), technicians, field service
personnel and telephone customer service representatives
serving the City and its residents to maintain at least the
level of service currently provided by Cox.
E Recognizing that Cebridge has no current plans to change
existing operations, Cebridge shall maintain the current
local office(s) in its/their present location(s) and the current
hours of operation for at least one year after the assignment
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to it of the Franchise, unless otherwise agreed with the City
in writing. Furthermore, for the remainder of the term of
the Franchise, Cebridge will maintain a local office within
twenty (20) miles of Georgetown City Hall.
F. Cebridge agrees that records relating to the System's
operations that were maintained locally as of January 1,
2006 will continue to be kept locally.
G. The City may audit Cebridge (and any entity providing
customer service functions on behalf of the franchisee) to
verify the accuracy of the reports required under this
Section 14.12.261. All records reasonably necessary to
conduct the audit shall be made available in Georgetown.
Cebridge will comply with all enforcement provisions in
the Franchise, including, without limitation, those
pertaining to audits in Section 14.12.060."
8. Emergency Alert System. Cebridge agrees to and hereby accepts the City by
ordinance amending Article II of the Franchise to add Section 14 (to be codified
as Section 14.12.264 of the City Code), such that after the amendment it shall
read as follows:
"SECTION 14.12.264 — EMERGENCY ALERT SYSTEM
Company shall provide, without charge to the City, a local
emergency alert system consisting of an all -channel alert system so as to
allow audio announcements and video text crawls by City on all
subscriber channels, except for such local broadcast channels as are
subject to non -override agreements. The audio announcements shall
automatically override (i.e., blank) all programming otherwise being
provided on such channels and the video text crawl shall be superimposed
on existing programming. City may use either the audio announcement or
the video text crawl, at its option. City's use of such system shall be in
accordance with the City code, ordinances, and policies for same."
9. Service to Municipal Buildings. Cebridge agrees to and hereby accepts the City
by ordinance amending Article II of the Franchise to add Section 12 (to be
codified as Section 14.12.262 of the City Code), and by adding Attachment A,
such that after the amendment they shall read as follows:
"SECTION 12 — SERVICE TO MUNICIPAL AND SCHOOL
BUILDINGS
For municipal buildings and school buildings that are
receiving free basic cable service as of April 1, 2006 (see Exhibit
A), Company shall continue to provide that service and in addition
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will provide free expanded basic service as well. City and schools
may each extend such free service to up to 10 additional
rooms/outlets in each of such buildings. City and schools shall pay
the cost of installing such extensions but shall not be charged a
monthly fee for such additional extensions of free service."
"EXHIBIT A
City Hall
113 E. 8th
Georgetown, Texas 78626
Police Dept.
809 MLK
Georgetown, Texas 78626
Park Administration
1101 N College
Georgetown, Texas 78626
Recreation Center
1101 N Austin Ave.
Georgetown, Texas 78626
Tennis Center
400 Serenada Drive
Georgetown, Texas 78628
Library
808 MLK
Georgetown, Texas 78626
Fire Station #1
103 W. 9th
Georgetown, Texas 78626
Fire Station #2
204 Central
Georgetown, Texas 78628
Fire Station #3
5 Texas Drive
Georgetown, Texas 78628
Fire Station #4
4200 Airport Road
Georgetown, Texas 78628"
10. Undergrounding. Cebridge agrees to and hereby accepts the City by ordinance
amending Article II of the Franchise to add Section 4 e. (to be codified as Section
14.12.200 E of the City Code), such that after the amendment it shall read as follows:
"e. Wherever all existing utilities lines are placed
underground after June 1, 2006, Company shall place its cable,
wires and other equipment underground. If City in the future so
requires, for all or any portion of the City, that the utilities in such
area place their lines underground, then Company shall, in
accordance with the construction schedule set by City, place its
existing and its future cable, wires, or other equipment in such area
underground without charge, expense or liability to City."
11. Pole Attachments. Cebridge agrees to and hereby accepts the City by ordinance
amending Article II of the Franchise to add Section 4 f. (to be codified as Section
14.12.200.F. of the City Code), such that after the amendment it shall read as
follows:
"f. Company shall pay for pole attachments to the City's
poles at a rate of fifteen dollars ($15.00) per year per pole,
effective January 1, 2007. This rate shall be effective for two
years, until January 1, 2009, at which time the State pole
attachment fee formula shall apply."
12. Rebuild Updates. Cebridge agrees to and hereby accepts the City by ordinance
amending Article III of the Franchise to add Section 4 (to be codified as Section
14.12.291. of the City Code), such that after the amendment it shall read as
follows:
"SECTION 14.12.291 — REBUILD PROGRESS UPDATES
Company shall provide regular updates to the City
Manager's office concerning the status of rebuilds of the Cable
System serving the City."
13. Government Channel Placement. Cebridge agrees to and hereby accepts the
City by ordinance amending Article II of the Franchise to add Section 13 (to be
codified as Section 14.12.263 of the City Code), such that after the amendment it
shall read as follows:
"SECTION 14.12.263 — ACCESS CHANNELS
Company agrees to continue providing government channel
10 and the Sun City public access channel in the same manner as
they are being provided as of April 1, 2006, which in general is
that the Sun City public access channel is provided only in Sun
City and the government channel is provided on Channel 10 with
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programming from the City by tapes or similar media delivered to
Company."
14. JReservedl.
15. Cox Settlement and Release.
A. Without any admission of any liability and solely to resolve any and all
matters with the City, Cox shall pay to the City the amount of $20,000.00
("Cox Settlement Payment") to settle completely any and all claims and/or
causes of action, asserted and unasserted, City has or may have against
Cox and/or any Cox affiliate relating to cable system operations and pole
attachments in the City for any time periods up to and including the
closing date of the transaction between Cox and Cebridge contemplated by
the APA ("Closing Date"). Cox shall make the Cox Settlement Payment
to the City within ten (10) business days after the Closing Date.
B. The Cox Settlement Payment shall not be passed through to subscribers.
C. Upon receipt by the City of the Cox Settlement Payment, the City waives
and releases any and all claims and/or causes of action, asserted or
unasserted, it has or may have against Cox and/or any Cox affiliate
relating to cable system operations or pole attachments in the City for any
time periods up to and including the Closing Date; provided, however, that
any Cox obligation to indemnify the City under the Franchise for certain
third party claims against the City shall survive and is not waived or
released pursuant to this Agreement, provided such third party claims are
unknown to the City as of the Closing Date and are asserted by the third
party after the Closing Date.
D. Cox waives and releases any and all claims and/or causes of action,
asserted or unasserted, it has or may have against the City relating to time
periods up to and including the Closing Date.
E Cox and the City shall execute any additional documentation either party
may reasonably require in order to implement the intent of this Section 15.
16. Transaction Costs. Cox and/or Cebridge shall pay to the City documented costs
for audit and legal services related to the franchise fee audits and franchise
assignment proceedings up to a total amount not to exceed $30,000. Such
payment shall be made to the City within thirty (30) days of receipt by Cox and
Cebridge of reasonable and appropriate documentation from the City reflecting
any audit and legal services related to the franchise fee audits and franchise
assignment proceedings.
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17. Conflicting Terms In the event of any conflict between the terms of this
Agreement and the Franchise, this Agreement shall prevail, to the extent allowed
by law.
18. City Resolution. The City shall approve a Resolution no later than 11:59 p.m. on
April 13, 2006 in a form materially and substantially similar to the resolution
attached hereto as Exhibit 1 ("Resolution") approving and consenting to the
Assignment of the Franchise from Cox to Cebridge.
19: Conditional Terms. With the exception of Section 16 above, the obligations of
Cox and Cebndge under this Agreement and the City's consent to the Assignment
become effective upon (a) the approval by the City of the Resolution not later
than 11:59 p.m. on April 13, 2006 and (b) the Closing Date of the transactions
contemplated by the APA, provided that the Closing Date shall occur on or before
September 1, 2006. The obligations of Cox and Cebridge with regard to Section
16 become effective upon the approval by the City of a resolution similar to the
attached not later than 11:59 p.m. on April 13, 2006.
20. Limitation on Cebridge Liabilities and Obligations. Cebridge shall be
responsible only for obligations and liabilities under the Franchise that accrue on
and after the Closing Date.
21. Notification. Within thirty (30) days of the Closing Date, Cebridge shall notify
the City in writing of the date on which the closing occurred by written notice to
the City Secretary, at P.O. Box 409, Georgetown, Texas 78627 with a copies to
Patricia Carls, City Attorney at Brown & Carls, LLP, 106 East Sixth Street, Suite
550, Austin, TX 78701, and John W Pestle of Varnum, Riddering, Schmidt &
Howlett LLP, 333 Bridge Street, NW, Suite 1700, Grand Rapids, Michigan 49504.
22. Confidential Agreement. The terms and conditions of this Agreement and any
related documents shall be held confidential to the fullest extent allowed by law
through the Closing Date.
23. Further Action. The parties hereto will take such further actions and execute
such additional documents as may be necessary and proper to effectuate and
Implement this Agreement. Cebridge will accept upon final passage such
Ordinances that may be necessary to effect its rights and obligations under the
terms of this Agreement.
24. Limitation as to Cox. Cox shall be exclusively responsible for performing the
obligations contained in Section 15 of this Agreement. Cox and Cebridge shall be
Jointly responsible for perfonning the obligations contained in Section 16 of this
Agreement. Cox shall be responsible for performing the obligations contained in
Section 5 B. of this Agre ment. Cox shall have no other obligations to the City
under this Agreement.
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25. Representations. Each party executing this Agreement hereby confirms and
represents to the other parties that:
i) it has taken all necessary actions and followed all required procedures to
authorize and execute this Agreement, and
ii) the representative executing this Agreement on behalf of such party has all
necessary authority to execute this Agreement on behalf of such party.
26. Counterparts. This Agreement may be signed in counterparts with individual
signatures on separate pages and the pages then assembled to form a complete
document, and upon all parties signing the Agreement, it shall be final and
binding upon all the parties.
IN WITNESS WHEREOF this Agreement shall be deemed executed as of the
date that the City executes this Agreement.
CEBRIDGE, IT ON, L.P.
By (Name):
Signature:
Title:
Date:
April 1L, 2006
COX SOUTHWEST HOLDINGS, L.P.
By (Name):
Signature:
Title:
Date: April _, 2006
CITY OF GEORGETOWN, TEXAS
By (Name):
Signature: C
Title:
Date: ApnT/, 2006
9
25. Representations. Each party executing this Agreement hereby confirms and
represents to the other parties that:
i) it has taken all necessary actions and followed all required procedures to
authorize and execute this Agreement; and
ii) the representative executing this Agreement on behalf of such party has all
necessary authority to execute this Agreement on behalf of such party.
26. Counterparts. This Agreement may be signed in counterparts with individual
signatures on separate pages and the pages then assembled to form a complete
document, and upon all parties signing the Agreement, it shall be final and
binding upon all the parties.
IN WITNESS WHEREOF this Agreement shall be deemed executed as of the
date that the City executes this Agreement.
CEBRIDGE ACQUISITION, L.P.
By (Name):
Signature:
Title:
Date: April _, 2006
COX SOUTHWEST HOLDINGS, L.P.
By (Name): Ja I* r P. se a,
Signature: U L i d yt n ✓
Title: V'rCc.. eree,t y, F-
Date: April :f 2006
CITY OF GEORGETOWN, TEXAS
Signature:
Title:
Date:
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April //, 2006
EXHIBIT 1
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS CONSENTING TO THE ASSIGNMENT
OF THE CABLE TELEVISION FRANCHISE FROM COX
SOUTHWEST HOLDINGS, L.P. TO CEBRIDGE ACQUISITION,
L.P., SUBJECT TO THE TERMS OF THE ACCEPTANCE
AGREEMENT ATTACHED HERETO; AUTHORIZING
CERTAIN ACTIONS TO BE TAKEN CONSISTENT WITH THIS
RESOLUTION AND THE TERMS OF THE ACCEPTANCE
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, Cox Southwest Holdings, L P ("Cox" or "Franchisee")owns, operates, and
maintains a cable television system ("System") serving the City of Georgetown, Texas
("City") pursuant to a cable franchise ordinance originally granted to Williamson County
Cablevision Company on January 12, 1988 by Ordinance No. 880012.23.03; the term of
which was extended to February 11, 2013 by Ordinance No. 98-39; and which was
subsequently transferred to Cox Southwest Holdings, L.P. d/b/a Cox Communications
(the "Franchise"); and
WHEREAS, Cox and other entities controlled by Cox Communications, Inc. have
entered into an Asset Purchase Agreement dated October 31, 2005 (the "Agreement")
with Cebridge Acquisition Co LLC in which, among other things, Cox proposes to sell
and assign to Cebridge Acquisition Co. LLC certain of the assets, including the
Franchise, used by Cox in the operation of the System (the "Transaction"); and
WHEREAS, Cebridge Acquisition Co. LLC will assign, among other things, its right to
acquire the Franchise and System under the Agreement to Cebridge Acquisition, L.P.
("Cebridge") prior to the closing of the Transaction, and
WHEREAS, Cox and Cebridge have requested the consent of the City to the assignment
of the Franchise to Cebridge in accordance with the requirements of the Franchise and
applicable law and have filed with the City a franchise assignment application on FCC
Form 394 that includes information concerning the Transaction and the legal, technical
and financial qualifications of Cebridge (collectively, the "Application"); and
WHEREAS, under Federal law, 47 U.S.C. § 537, the City must act within 120 days of
receipt of a complete application for assignment or else the assignment is automatically
deemed to be approved and the City loses some rights, and Cox and Cebridge contend
that such deadline is by 11:59 p.m., April 13, 2006; and
WHEREAS, Cox and Cebridge have provided additional information and documents
relating to the proposed assignment; met with the City to discuss the preceding and the
resolution of other cable related matters; and have provided a signed Acceptance
10
Agreement ("Acceptance Agreement") offering and agreeing to certain terms related to
the assignment and such matters, so long as the City Council adopts a resolution
consenting to the assignment on or before 11:59 PM on April 13, 2006; and
WHEREAS, the City Council finds that an emergency exists in the passage of this
Resolution, and the notice provisions of Section 14.12.130 of the City Code of
Ordinances pertaining to notice required to be given by the Franchisee impede the ability
of the parties to effectuate a transfer in a timely manner, and
WHEREAS, relying on all the preceding the City finds that it is in the public interest of
the City and its residents to consent to the assignment on the terms set forth in the
Acceptance Agr went, and separately to consider an ordinance amending the Franchise
in accordance with certain terms of such Acceptance Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF GEORGETOWN, TEXAS THAT*
SECTION 1. The City Council hereby declares that an emergency exists in the passage
of this Resolution and that the notice requirements applicable to Cox in Section
14.12.130 of the City Code of Ordinances are hereby waived.
SECTION 2: The City Council hereby approves, subject to the terms and conditions of
the Acceptance Agreement attached hereto as "Exhibit A", the assignment of the
Franchise by Cox to Cebridge. The terms and conditions of the Acceptance Agreement
are incorporated herein by reference as if set forth in full.
SECTION 3. The City Council's approval of the assignment of the Franchise by Cox to
Cebridge shall be final and effective immediately.
SECTION 4. The Mayor is hereby authorized and directed to immediately sign the
Acceptance Agreement, City staff is directed to return a fully signed copy of the
Acceptance Agreement to Cox and Cebridge, and the City Manager, City Attorney,
Special Counsel and City Staff are hereby authorized and directed to take such actions as
may be necessary and proper to effectuate and implement such Acceptance Agreement.
SECTION 5: The Mayor is hereby authorized to execute, and the City Secretary to
attest, this Resolution on behalf of the City of Georgetown.
RESOLVED this
AP :P OVE
day of April 2006.
ATTEST:
Gary Ion Sandra D. Lee
Mayo City Secretary
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APPROVED AS TO FORM:
Patricia E. Carls, City Attorney
CERTIFICATION
I, the undersigned, being the duly appointed, qualified and acting City Secretary of the
City of Georgetown, Texas hereby certify that the foregoing Resolution No.
is a true, correct and accurate copy as duly and lawfully passed
and adopted by the governing body of the City of Georgetown, Texas on the
day of April, 2006.
Sandra D. Lee
City Secretary
City of Georgetown, Texas
#1242064 1
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