Ordinance No. 8,813a
ORDINANCE NO. 8813
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® AN ORDINANCE OF THE CITY OF BAYTOWN, TEXAS; PROVIDING FOR
THE TRANSFER AND ASSIGNMENT OF THE BAYTOWN, TEXAS, CABLE
TELEVISION FRANCHISE FROM STAR CABLE ASSOCIATES, D /B /A/
STAR ..CABLE, TO UNIVERSAL. CABLE HOLDINGS, INC., D /B /A/
CLASSIC CABLE; IMPOSING CERTAIN CONDITIONS FOR CONSENT;
PROVIDING FOR OTHER MATTERS RELATED TO THE SUBJECT;
PROVIDING FOR SEVERABILITY; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
WHEREAS, Star Cable Associates, d /b /a Star Cable ( "Star Cable ") owns, operates and
maintains a cable television system ( "System ") within the City of Baytown, Texas (the
"Franchise Authority" or the "City "), pursuant to Ordinance No. 8173, dated April 27, 1998 (the
"Franchise "), and Star Cable is the duly authorized holder of the Franchise; and
WHEREAS, the privileges and obligations of such Franchise are subject to Ordinance
No. 8113, introduced, read and passed on October 23,1997 (the "Cable Ordinance "); and
WHEREAS, Star Cable and Universal Cable Holdings, Inc., d/b /a/ Classic Cable, a
Delaware corporation ( "Classic Cable ") are parties to that certain Asset Purchase Agreement,
dated October 14, 1999 (the "Purchase Agreement "), which provides for the transfer of the
System and the Franchise to Classic Cable at the closing contemplated by the Purchase
Agreement (the "Closing "); and
WHEREAS, on November 3, 1999, the Franchise Authority received Federal
Communications Commission (FCC ") Form 394, requesting the Franchise Authority's consent
to the transfer and assignment of the Franchise from Star Cable to Classic Cable, in accordance
with FCC regulations; and
WHEREAS, Section 5.2.7 of the Cable ordinance provides that the Franchise Authority
may impose conditions on the consent to the transfer and assignment to assure that the terms,
obligations and liabilities of the Cable Ordinance and the Franchise will be honored and carried
out; and
WHEREAS, the Franchise Authority has determined that the consent to the transfer and
assignment of the Franchise shall be subject to the conditions and agreements contained in this
Ordinance; and
WHEREAS, the transfer and assignment will not adversely affect cable services to
subscribers within the City of Baytown, Texas, and will not be contrary to the public interest;
NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
20000127 -2a
Section 1: The facts and matters set forth in the preamble of this Ordinance are
hereby found to be true and correct.
. Section 2: Subject to the conditions stated herein.and the requirements of the Cable
Ordinance and the Franchise, the City hereby consents to the transfer and assignment of the
Franchise to Universal Cable Holdings, Inc., d /b /a/ Classic Cable, a Delaware corporation, all in
accordance with the terms of the Franchise.
Section 3. The City's consent to the transfer and assignment is expressly conditioned
upon and subject to Classic Cable's agreement that:
(a) the City shall have the authority to continue regulating the basic service tier,
equipment and installation rates as provided by applicable local, state and federal
law;
(b) the City shall have the authority to and shall not be deemed to have waived the
right to, collect any underpayments of franchise fees;
(c) the City shall have the authority to, and shall not be deemed to have waived the
right to, pursue and /or resolve any and all outstanding rate matters;
(d) the City shall have the authority to require strict compliance with any and all
terms of the Franchise and Cable Ordinance;
(e) the City shall have the authority to consider during franchise renewal proceedings
to the extent permitted under Title 47, section 546 of the United States Code, the
past performance of Star Cable as if it were the past performance of Classic
Cable;
(f) Classic Cable shall assume all obligations and liabilities under the Franchise
accruing prior to and after the date of closing of the Purchase Agreement (the
"Closing Date ");
(g) Classic Cable shall complete the upgrade of the system, conduct surveys, and
maintain standby power, as represented in that certain letter from Classic Cable to
the City dated January 13, 2000, a copy of which is attached hereto as Exhibit
"A," and in that certain letter from Star Cable to the City dated January 7, 2000, a
copy of which is attached herein as Exhibit `B" and made a part hereof for all
purposes; and
(h) Classic Cable or any entity acting by, through, or on behalf of Classic Cable, shall
not contest the City's authority to impose these additional conditions on the
consent grated herein.
Section 4: This ordinance shall be effective only upon verification by the City
Manager of the City that all of the following events have occurred:
(a) Classic Cable has filed with the City Clerk of the City written certification of the
date of Closing of that certain Asset Purchase Agreement by and between Classic
Cable and Star Cable dated as of October 14, 1999;
(b) Classic Cable has filed with the City Clerk of the City a written statement, duly
executed in the following form:
4
20000127 -2b
40 To the Honorable Mayor and City Council of the City of Baytown, Texas:
For itself, its successors, and assigns, Universal Cable Holdings, Inc., d/b /a
Classic Cable, a Delaware corporation, duly authorized to do business in the State
of Texas, hereby:
1. accepts that certain Franchise dated April 27, 1998, and the Cable
Ordinance dated October 23, 1997, and agrees to be bound by all of the
terms, conditions, and provisions contained therein;
2. agrees to be bound by the terms and connections and provisions of City
of Baytown, Texas, Ordinance No. , passed, approved and adopted on
the 27th day of January, 2000; and
3. assumes all of the obligations and liabilities of Star Cable Associates,
related to or in any way connected with the Franchise, Cable Ordinance
and Ordinance No. (this ordinance).
UNIVERSAL CABLE HOLDINGS,
INC. D /B /A CLASSIC CABLE
By:
Printed Name:
Title:
Date:
(c) Classic Cable has filed with the City Attorney of the City Certificates of
Insurance evidencing the required coverage specified in Section 13.1 of the
Franchise;
(d) Classic Cable has deposited with the City Clerk of the City an irrevocable letter of
Credit as required by Section 13.2 of the Franchise; and
(e) Classic Cable has filed with the City Attorney of the City an appropriate
document evidencing the warranties, representations, acknowledgements and
agreements of Classic Cable to each item enumerated in Section 19 of the
Franchise and designating an address for notice as required by Section 20.5 of
said Franchise.
Failure to provide the items specified in subsection (b) through (e) as required by this Section
within (14) days of the date of Closing shall mean that there is no consent to the transfer and
assignment of the Franchise.
Section 5: Notwithstanding any language in the Franchise or this Ordinance to the
contrary, the City's consent to the transfer and assignment of the Franchise, as provided herein
3
20000127 -2c
40 shall not be deemed to expand the rights and privileges specified in the Franchise to include the
right and privilege to provide basic local telecommunications service or local exchange
telephone service, as such terms are defined by §51.002 of the Texas Utilities Code (the Texas
Public Utility Regulatory. Act) within the City, without having first obtained a separate franchise
from the City to provide such service.
Section 6: In event any clause, phrase, provision, sentence or part of this Ordinance
or the application of the same to any person or circumstances shall for any reason be adjudged
invalid or held unconstitutional by a court of competent jurisdiction, it shall not affect, impair or
invalidate this Ordinance as a whole or any part or provision hereof other than the part declared
to be invalid or unconstitutional, and the City Council of the City of Baytown, Texas, declares
that it would have passed each and every part of the same notwithstanding the omission of any
such part thus declared to be invalid or unconstitutional, whether there be one or more parts.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council 'of the
City of Baytown, Texas, this 27th day of January, 2000.
ATTEST:
EILEEN P: AALL, City Clerk
8ITO i7:VIS C0lI M 0UI
NACIO RAMIRE S , City Attorney
(a c: k1h222 \CityCounci[\ Ordinance\ StarCableTransferOrdinanceClean
M
C
PETE C. ALFA O, Mayor
PROM :'CLASSIC CABLE PHONE NO. : 9035618636 Jan. 14 2000.02:13PM P2
0 3anuary 13 2000
,
Mr. Ignacio Ramirez
City Attorney
City of Baytown
P. Q. BQx 424
Baytown, TX 77522 -0424
Dear Mr. Ramirez:
The issues that you presented in your email dated January 5, 2000
regarding the intentions of Classic Cable are addressed below.
1. Additional Video Programming Services/75 full -time video
programming services — Classic plans to launch
approximately 26 channels of digital video programming
services by 12/31/00. With the addition of these chann'As,
Baytown will have a total of approximately 83 video
programming services available to subscribers.
2. Subscriber Survey — Classic shall conduct a survey to
subscribers that solicits response on Classic's performance
and programming preferences. This survey will be
conducted by 3/23/01.
3. Standby Power — Star Cable has indicated in the attached
letter that they are in compliance with the standby power
requirement that is in the regulatory ordinance. Classic
Cable plans to maintain the standby power equipment so that
it will continue to meet the requirements of-the-ordinance in
the future.
4. Letter of Credit & Insurance — Classic will provide'a
$50,000 letter of credit and certificate of insurance by the
effve date of the transfer.
5. Reports — Star Cable has indicated in the attached letter that
they will prepare and submit a statement of gross revenues
and the franchise fees for 1999 by 2/29/00. In addition;. Star
Cable has indicated in this letter that they will provide the
operational report by 4/29/00. Classic Cable does not have
® the information that is required to complete these reports,
FROM :-CLASSIC CABLE PHONE NO. 9035618636 Jan.`14 2000 02:14PM P3
therefore, we wiU insure that Star Cable meets these
requirements.
If you have additional questions, please contact me at 903-563-5533.
I look forward to working with the City of Baytown in the future.
Sin rely,
Vice President/Regional Manager
Cc: Cheryl Wilson
Olson and Olson
Allan QmW $xutc 34$5
Houston, Texas 77002
I I aez: f ;; It wsr
El
El
Award Winning Services
An Equal Opportunity Employcr
January 7, 2999
le
City of Baytown
Attn. Mr. Ignacio Ramirez, City Attorney
PO Box 424
Baytown, TX 77522 -0424
Dear Mr. Ramirez:
FILE
Star Cable Company
P. O. Drawer 1570 • 800 N. Hwy. 36
Brazoria, TX 77422
Office: (409) 798 -9121 • 1- 800 - 864 -3400
In response to your email to Steve Lowe of January 5, Star Cable is in compliance with the
Standby Power requirements of the regulatory ordinance. Star Cable will prepare and submit a
statement of gross revenues and the franchise fee for 1999 by or before February 29, 2000.
Additionally, by or before April 29, 2000, the operational report you mentioned will be submitted
to The City.
If you have other questions, or if I can be of future service, please call.
Sincerely,
Mike Burns
Vice President & General Manager
cc: Steve Lowe, Classic Cable
Pe%HIBIT g