Ordinance No. 10,457ORDINANCE NO. 10,457
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
CONSENTING TO THE TRANSFER OF THE BAYTOWN, TEXAS, CABLE
TELEVISION FRANCHISE AGREEIMENT FROM TEXAS AND KANSAS CITY
CABLE PARTNERS. L.P., TO HOUSTON TKCCP HOLDINGS, LLC, AND THE
CHANGE OF CONTROL OVER HOUSTON TKCCP HOLDINGS, LLC, TO
COMCAST TCP HOLDINGS. INC.; IMPOSING CERTAIN CONDITIONS FOR
CONSENT: PROVIDING FOR OTHER MATTERS RELATED TO THE SUBJECT:
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, Texas and Kansas City Cable Partners, L.P., d/b /a Time Warner Cable
( "Franchisee ") owns a cable television system (the "System ") in the City of Baytown, Texas (the
"Franchising Authority "): and
WHEREAS, through indirect subsidiaries. Comcast Corporation ("Comcast ") and Time Warner.
inc. ("Time Warner ") each hold a 50% ownership interest in the Franchisee; and
WHEREAS, pursuant to the terms of a Limited Transferee Agreement entered into by
subsidiaries of Comcast and Time Warner. Comcast will acquire the 50% ownership interest in the
System currently held by Time Warner; and
WHEREAS. to effectuate Comcast's acquisition of the 50% ownership interest in the System
currently held indirectly by Time Warner (1) the Franchisee cable system and franchise will be assigned
to a wholly -owned subsidiary of Franchisee. Houston TKCCP Holdings, LLC ("New Franchisee"), and
(2) immediately thereafter, Comcast TCP Holdings. Inc. ("Transferee "), will obtain the 100% ownership
interest in Houston TKCCP Holdings, LLC: and
WHEREAS, Section 21 -35(b) of the Code of Ordinances, Baytown, Texas, provides that no
transfer of a franchise shall occur without prior approval of the City: and
WHEREAS. the franchise currently in effect is that which was authorized by Ordinance No.
8172, dated January 22, 1998, which incorporates the cable regulations passed via Ordinance No. 8113,
dated October 23. 1997, and was thereafter transferred via and subject to the terms of Ordinance No.
8443, dated November 12. 1998 (collectively the "Franchise"): and
WHEREAS. Comcast and Time Warner have submitted to the Franchising Authority FCC Form
394 and related information to transfer the cable system and Franchise from Texas and Kansas City Cable
Partners, L.P., to Comcast TCP Holdings, Inc., and have requested consent to the transfer and change in
control, which will be in accordance with all of the requirements of the Franchise: and
WHEREAS, to the extent allowed by law, the Franchising Authority has reviewed the legal.
financial and technical qualifications of the New Franchisee and the Transferee, and the potential impact
of the transfer on subscriber rates and services; and
WHEREAS, the Franchising Authority hereby finds that the Transfer will not adversely affect
cable services to subscribers within the City of Baytown and will not be contrary to the public interest;
NOW THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN. TEXAS:
Section l: That the facts and matters set forth in the recitals of this Ordinance are hereby
found to be true and correct.
Section 2: That subject to the conditions enumerated in Section 3 of this ordinance, the
Franchising Authority hereby consents to:
I. the transfer of the Franchise to Houston TKCCP Holdings, LLC, a Delaware limited liability
company and a subsidiary of Comcast TCP Holdings, Inc., and
2. the change in control to Comcast TCP Holdings, Inc., a Delaware corporation, and a
subsidiary of Comcast Corporation.
Section 3: The Franchising Authority's consent granted in Section 2 hereof is expressly
conditioned upon and subject to the New Franchisee's agreement that:
(a) The Franchise Authority shall have the authority to regulate the basic service tier.
equipment, and installation rates of the New Franchisee to the extent permitted by law;
(b) The Franchise Authority shall have the authority to collect any underpayment of
franchise fees from the New Franchisee:
(c) The Franchise Authority 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 Franchise Authority shall have the authority to require strict compliance with any
and all terms of the Franchise and shall not by this consent be deemed to have waived or
released any of the rights thereunder whether arising before or after the date of the
transfer;
(e) On the date of the transfer referenced herein, the New Franchisee shall tender to the
Franchise Authority a certificate of insurance and a letter of credit as required in Sections
21-36 and 21 -44 of the Code of Ordinances, Baytown, Texas:
(f) The New Franchisee shall assume all obligations and liabilities under the Franchise
accruing prior to and after the date of the closing of the transaction described in the
recitals hereof: and
(g) The New Franchisee, or any entity acting by, through, or on behalf of the Transferee shall
not contest the Franchise Authority's authority to impose these additional conditions on
the consent granted herein.
Section 4: This ordinance shall take effect for purposes of the Transfer only upon the
closing of the above- described transaction upon the filing with the City Clerk a written statement duly
executed, in the following form:
To the Honorable Mayor and City Council of the City of Baytown, Texas:
For itself its successors and assigns. Houston TKCCP Holdings, LLC. a
Delaware limited liability company duly authorized to do business in the State of Texas,
hereby:
1. accepts Ordinance No. 8172, dated January 22, 1998, and Ordinance No. 8113,
dated October 23, 1997, and agrees to be bound by all of their terms, conditions
and provisions:
2. accepts Ordinance No. 8443, dated November 12, 1998, and agrees to be bound
by all terms thereof;
3. agrees to be bound by the terms, conditions and provisions of Ordinance No.
. dated October 23, 2006: and
? assurnes all or the uldigaikms and haNihics of Texas rind Kansas City CalAc
Pamnem. I.P. mimed to or in aq, way comw•wd \viOi Ordinance Nos, 8172,
8 11 3, X4,4 3, and Ohis
I lous[cu'ITKC("'P Holdings, LLC
Signature
P6nwd Name
Tide
Dme
Swc6on 5: ?WWANWKing any krngua�g'e in the Francidsc or dds Whumce to the conlaq,
the Franchishig AulodyN cmisent W the "Transkr of the fWanchle shAl not be dm wd to wqmad Te
righu and p6vileges MxcNed in the Franchise to include ate right and privilege tc) provide N,.'mc local
sowice or KcM cwhmWe udcphcme sawiq as such terms are defined by §51 . 002 of
the Texas Utilities (aide (the Texas Public Utility kephalory Act), avithow having first ohl'ained "I
sepainun Panchise—Arom the Flanchise ALWAY to pmvWe such service; provrded Wt Te IlanchWng
AlUd'101'&)l is next exprrssy; prohibbed fhmi repAng to Anwhise taw such senice by f1deml or stale kv.
Sectioti 6: If any pwvidort. secdoir, exception, subwedixt, pamgmpl% semetwo dame or
phrase or W ardina,we or le applWation ofsame to any pei-son or the set of circurnsmnce& shaH Or any
D-""ASOVI ba heW uncouslitlmorW, a uid or KAU such invalWhy shaIJ not aAhcl the valkhty of the
rcmaking provisAns of tKs ordinance or rhK aj'-"E Phcation to Other persons Or see cKimunhtmwes and to
NO end all pro0jons Wiis ordinaricu, are dedared 10 be severable�
I NTRODUCED, READ and PASSFD by Me altnnmWe vcae ortheis, of Baylomm this Ve 23"�
f0ctober. 2006 / 11
LORRI (",,'WDY, Cii,ck.`Jerk
0' RAMIR11�2, I A U o m
J, A
R� Counc0 2.3'
I
STVP11IN H, DONCARLOS, ✓aycar