HomeMy WebLinkAboutOrdinance 3882 FILED FOR RECORD
95 APR 3 PM 12 54
WASHINGT,) N CO AR
ORDINANCE NO. 3882 K• HARNESS
AN ORDINANCE PROVIDING FOR THE TRANSFEAdARm -
ASSIGNMENT OF A CABLE TELEVISION FRANCHISE
FROM TIME WARNER ENTERTAINMENT COMPANY , L.P.
TO TELE-COMMUNICATIONS OF NORTHWEST
ARKANSAS LIMITED PARTNERSHIP .
WHEREAS, the City of Fayetteville, Arkansas (the "City ") granted to Warner Cable
Communications, Inc . ("WCC") a Cable Television Franchise (the "Franchise") via Ordinance
No. 3413 , dated March 7, 1989, as amended by Ordinance No. 3589, dated January 21 , 1992
and Amendment to Franchise Agreement dated February 21 , 1992;
WHEREAS , pursuant to Section XII of the Franchise, WCC assigned all of its right,
title and interest in the Franchise to TWE;
WHEREAS, TWE has negotiated an Asset Purchase Agreement (the "Agreement") with
Tele-Communications of Northwest Arkansas Limited Partnership, a Delaware limited
partnership ( "TCA "), pursuant to which TWE will sell to TCA substantially all of the assets
of its cable television system serving the City (the' "System"), including its rights under the
Franchise;
WHEREAS, in accordance with Section XII of the Franchise, the Mayor and City
Attorney have received a written petition from TWE requesting approval of the City Council
to the transfer of the Franchise to TCA;
WHEREAS, TWE and TCA have filed a Form 394 with the City, which sets forth the
financial and technical qualifications of TCA to operate the System;
WHEREAS , Section XII of the Franchise requires that prior to an assignment of the
Franchise by TWE the City grant its consent thereto, and that such consent shall not be
unreasonably withheld;
WHEREAS, TWE notified the City by letter dated February 25 , 1993 that TWE desires
to renew the Franchise for an additional five-year period, extending the term of the Franchise
through October 31 , 2000 in accordance with Section III and XIII of the Franchise; and,
WHEREAS, TWE has substantially complied with the material terms of the Franchise.
NOW , THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE, ARKANSAS :
Section 1 . That the City Council hereby authorizes and consents to, in all respects,
the assignment and transfer by TWE of the Franchise to TCA, its successors and assigns, and
the assumption by TCA of the obligations of TWE under the Franchise that relate to periods
from and after the date of closing of the Agreement.
95015800
Page 2
Ordinance No. 3 8 8 2
Section 2. The City confirms that: (a) the Franchise was properly granted; (b) the
renewal Franchise is currently in full force and effect and expires, upon franchise renewal, on
October 31 , 2000; (c) TWE,is recognized as the present holder and owner of the Franchise;
(d) the Franchise supersedes all other agreements between the City and TWE and with
amendments represents the entire understanding between the City and TWE with respect to the
System and TWE's provision of cable television and other telecommunications services within
the City and TWE has made no commitments and owes no obligations to the City other than
those specifically stated in the Franchise; (e) TWE is materially in compliance with the
provisions of the Franchise; and (1) 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 City to cancel or terminate the
rights thereunder except upon the expiration of the full term thereof.
Section 3 . This Ordinance shall not be come effective until TCA acquires the System
and files with the City its written acceptance of the terms and conditions of the Franchise.
PASSED AND APPROVED this 21st day of March 1995 .
APPROVED :
By:
red Hanna, Mayor
ATTEST-
By :�L
Traci Paul, City Clerk
Will.- 1l4
•
,f .
fA
1 Ll �.: �'d. 1.I •'� :.
95015801
f, KKaS';ta�n F'�emees, Ckcult Ctork and
Ex ofS yo
Pk Xtar for WaOington
CouGy, Art=,nz=, do hen I)Y ce,.-Oy that
Ihtu h ^.+m ttE me Mad for nicorri In my
af4O3 M i.%Rcat- d hereon and the same
Ms nen duty re00r6ad ro;th ttfa ackno-w.
Ix;,:rtrrt and 00ft.,oatt thereon In
Ctoa C.rac(< and Pr.:ge zs Innfoafed
um-ion.
tPf AMiFSS Yy'HEREOF, I have here-
lMn CCA Wry hzrM and aff ed Trio seal of
"t 3 CourtcT ibc daft inelcalkc! hereon.
Kefhaer� Harris-.',a
Cirarit C3er;r zrd
Ex-offk� %�xrdar -
U
ORDINANCE NO. 3882 5 1101 2. - The
Con- .. -
AN ORDINANCE PRC'JID- firms that: (a) the Fisa •
ING FOR THE TRANSFER was properly grant (b) ,
AND ASSIGNMENT OF A the renewal Franchise is
CABLE TELEVISION currently in full force and
FRANCHISE FROM TIME effect and expires, upon STATE OF ARKANSAS
WANNER ENTERTAIN- franchise renewal, on Cc-
MENT COMPANY, L.P. TO lobar 31 , 2000; (c) TWE is SS.
TELE-COMMUNICATIONS recognized as the present County Of Washington
OF NORTHWEST ARKAN. holder and owner of the Yt
SAS LIMITED Franchise; (d) the Franchise
PARTNERSHIP. supersedes all other agree- / ^ � n/� ^ CM
WHEREAS, irk City of Fay- mems between the City I, V t a1C �t �J hereby cer-
"City l) g Arkansas (tea and TWE and with amend- tify that I am the publisher of THEN RTHWEST ARKANSAS TIMES, a daily
City" ) granted to Warner mems represents the entire Y
Cable Communications, Inc. understanding between the newspaper having a second class mailing privilege, and being not less than four pages of
("wets) a Cable Television city and TWE with respect five columns each, published at a fixed lace of business and at a fixed (daily) intervals
Franchise (the -Franchise") city
the System and specs P P Y)
.via Ordinance No. 3413, provision of cable television continuously in the City of Fayetteville, County of Washington, Arkansas for more than
dated March 1scas and other teleices thin t e a period of twelve months, circulated and distributed from an established lace of business
date detl by Ordinance7.1989 No. tions services within the Pe P
3589. dated January 21 , city and TWE has made no to subscribers and readers generally of all classes in the City and County for a definite price
1992 and grAmendment to commitments and owes no for each copy, fixed rice per annum, which rice was fixed at what is considered the
Franchise Agreement dated obligations to the Cory other PY P Pe P
February 21, 1992; than those specifically value of the publication, based upon the news value and service value it contains, that at
'WHEREAS, pursuant to stated in the Franchise; m- least lift percent of the subscribers thereto have aid cash for their subscriptions to the
$ HER XII of the Franch- TWE i materially in co m- fifty P P
ise. WCC assigned all of its pliance with the provisions newspaper or its agents or through recognized news dealers over a period of at least six
right, title and interest in of the Franchise; and Mmonths; and that the said newspaper publishes an average than forty We FranchiseTWE' there exists no known facctt Pape P g Pescent news
WHEREAS. TWE has nage- or circumstance which con- matter.
bated an Asset Purchase stitutes or which, with the
Agreement (the "Agree- Passage of time or the giv-
Mont " ) with Tele- Ing of notice or both, would I further certify that the legal notice hereto attached in the matter of
Communications of North- constitute. a, default or
west Arkansas Limited Pan-(breach under'ihe Franchise. /1 �C_ c�j�\ � OQ
nership, a Delaware limitedior would allow the City to ��J )
partnership ( - TCA - ), pur. cancel or termina[b the
suant to which TWE will rights thereunder ,except 1
sell to TCA substantially all upon the expiration of the was published in the regular daily issue of said newspaper for
of the assets of its cable full term thereof,
television system serving S"flon S. This Ordinance consecutive insertions as follows:
the City (the "System "), in. shall not become effective
cluding its rights under the until TCA acquires the Sys
Franchise; tem and files with the City The fust insertion on the _�l..y'..2�X `Y day of 19 9S
WHEREAS, in accordance Its written acceptance of
with Section XII of the the terms and conditions of
Franchise, the Mayor and the Franchise. the second insertion on the
City. Attorney have received PASSED AND APPROVED . day Of 19
a written petition from TWE this 21st day of March,
requesting approval of the 1995. the third insertion On the
City Council to the transfer APPROVED: day Of 19
of the Franchise to TCA; By: Fred Hanna, Mayor
.WHEREAS. TWE and TCA ATTEST: and the fourth insertion On the da Of l9
have filed a Form 394 with By. Traci Paul Y
ithe City, which sets forth City Clerk
,theera financial and technical �
'qualifications of TCA to op-
erate the S, Se;
'WHEREAS, Section Xll at RECEIVER
the r to anrsa sigw� res t of
prior to an assignment
the Franchise by TWE thea g
Publisher General Manager
City grant Its consent
thereto, and that such con- APR 0 6 1995
sent shall not be unreaso-
nably withheld;
WHEREAS, TWE notified FIMANCE DEPT,
the City by leiter dated
bruary 25. 1993 that TWEE
desiresto renew the
Franchise for an extending the year period, extending
the term of the Franchise
through October 31 , 2000
in accordance with Section
III and XIII of the Franchise:
and,
WHEREAS, TWE has sub-
stantially
ub- Sworn to and subscribed before me On this
aters l terms of the
complied with the day of
material
a Franchise.
Fre.
NOW, THEREFORE, BE IT 19�
ORDAINEDTHE
COUNCIL THE CITY
OF
F A V E TT E V I L L E . `
ARKANSAS: E
Section 7. That the City f vl
Council hereby authorizes f CaUlenne 1
and consents to, in an re- ( Notary Public, State ofArktlnsas 1 Notary Public
spects. the assignment and
transfer by TWE of the My CommissionExpir ( Washington County
Franchise to TCA, its sue- r'My Commission Expires 02/27/05 )
sirs and assigns, and
the CC((CC((CC<((CC<C(C k (CCCCC((CC((l
'the assumption by TCA ofE S ,S
the obligations
che French 0l TWE
under the Franchise that re-
late to periods of from and
af-
ter the date of closing Of
m
e Agreement_ _ _ __ __ Fees for Printing —$
Cost of Proof $
Total $