RESO 2006-03 - Cox Southwest Holdings, LP assigned cable television franchise RESOLUTION NO. 2006-03
RESOLUTION OF THE CITY OF HUNTSVILLE, TEXAS APPROVING THE
ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE
WHEREAS, Cox Southwest Holdings, L.P. ("Franchisee") owns, operates, and
maintains a cable television system ("System") serving the City of Huntsville, Texas
("City") pursuant to a franchise agreement (the "Franchise") issued by the City, and
Franchisee is the duly authorized holder of the Franchise; and
WHEREAS, Franchisee 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, the Franchisee
proposes to sell and assign to Cebridge Acquisition Co. LLC certain of the assets,
including the Franchise, used by Franchisee 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.
d/b/a/Cebridge Connections ("Cebridge") prior to the closing of the Transaction; and
WHEREAS, Franchisee and Cebridge have requested the consent of the City for the
assignment of the Franchise 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 relevant information concerning the Transaction and the legal,
technical and financial qualifications of Cebridge (collectively, the "Application"); and
WHEREAS, The City has reviewed the Application, examined the legal, financial and
technical qualifications of Cebridge, followed all required procedures to consider and act
upon the Application, and considered the comments of all interested parties; and
WHEREAS, The City believes it is in the interest of the community to approve the
Application and the assignment of the Franchise and the System to Cebridge, as
described in the Application.
NOW THEREFORE BE IT RESOLVED,that the City of Huntsville, Texas hereby
resolves as follows:
1. The Franchise is in full force and effect, and Franchisee is the lawful holder of the
Franchise.
2. Each of the foregoing recitals is hereby incorporated by reference.
3. The City hereby consents to and approves the proposed assignment of the
Franchise and System to Cebridge as set forth in the Application, subject to Cebridge,
within thirty (30) days of the date of closing the Transaction, providing the City with a
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signed acceptance of this Resolution in the form attached hereto and incorporated by
reference.
4. City confirms that as of the date of adoption of this Resolution the Franchisee is
in material compliance with the Franchise, and there exists no fact or circumstance
known to the City which constitutes or which, with the passage of time or the giving of
notice or both, would constitute a material default or breach under the Franchise.
5. City hereby releases Franchisee, effective upon the Closing Date, from all
obligations and liabilities under the Franchise that accrue on and after the Closing Date;
and Cebridge shall be responsible for any obligations and liabilities under the Franchise
that accrue on and after the Closing Date. Notwithstanding any other provision of this
Resolution, Franchisee shall continue to be responsible for any obligations and liabilities
under the Franchise relating to time periods occurring prior to the Closing Date.
6. This Resolution shall have the force of a continuing agreement with Franchisee
and Cebridge, and the City shall not revoke, amend or otherwise alter this Resolution
without the consent of the Franchisee and Cebridge.
PASSED,ADOPTED AND APPROVED THIS 4TH DAY OF APRIL 2006.
Attest: o s 'll , Texas
Danna Welter, City Secretary J. Turner, Mayor
ACCEPTANCE
Cebridge Acquisition, L.P. hereby acknowledges the City of Huntsville, Texas
Resolution No. ("Resolution") and hereby accepts each and every term,
provision and recital of the Resolution and agrees to be bound by the terms and
provisions of the Franchise in accordance with the Resolution.
Dated: , 2006 Cebridge Acquisition, L.P.
By:
Its:
SWORN TO BEFORE ME this
day of , 2006
NOTARY PUBLIC
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3015 SSE Loop 323
Tyler,TX 75701
(903)595-3701
www.cox.com
VIA OVERNIGHT MAIL & FACSIMILE
March 31, 2006
0/.
Thomas Leeper, Esquire COMMUNICATIONS
City Attorney
1212 Ave. M
Huntsville, TX 77340
Re: Huntsville,Texas—394 Consent to Assignment
Dear Mr. Leeper:
Pursuant to our ongoing conversations with Local Government Services, LLC ("LGS") and its
president, Mr. Greg Fender, we are forwarding this letter agreement to you as the City of
Huntsville, Texas' ("City") authorized representative.
Without any admission of liability and solely to resolve any and all matters with the City, Cox
shall pay to the City the amount of$10,505.65 to settle completely and have a full release with
respect to any and all claims and/or causes of action, asserted and unasserted,that the City has or
may have against Cox and/or any Cox affiliate for any time periods up to and including the
closing date of the transaction between Cox and Cebridge Acquisition, L.P., d/b/a Cebridge
Connections ("Cebridge"). In addition, Cox and/or Cebridge shall pay to the City documented
costs related to the 2006 franchise fee audit and the franchise assignment an amount up to and
not to exceed $15,000. These payments shall be made to the City within twenty (20) business
days after Cox's receipt of reasonable evidence of the satisfaction of the following conditions:
The City Council of the City of Huntsville, Texas, on or before April 12, 2006, adopts at
its next regularly scheduled meeting or at a called special meeting the attached revised
resolution approving the assignment of Cox's franchise and cable systems to Cebridge.
The City through its authorized representative confirms by executing below that Cox
and/or Cebridge reserve any and all rights they may have under applicable state and
federal law to pass-through to subscribers located in the City the total amount to be paid
to City pursuant to this letter. Cox and Cebridge agree, to the extent not prohibited by
applicable law, that neither company will deduct or offset such payment to City from
past, present or future franchise fee payments due the City.
The City through its authorized representative confirms by executing below that upon the
City's receipt of the above-referenced payments, the City completely settles and releases
Thomas Leeper, Esquire
March 31, 2006
Page 2
Cox and/or any Cox affiliate from any and all claims and/or causes of action, asserted and
unasserted, that the City has or may have against Cox and/or any Cox affiliate for any
time periods up to and including the closing date of the transaction between Cox and
Cebridge.
Please do not hesitate to contact me at 903-939-7818 if you have any questions concerning this
matter. Thank you.
Sincerely,
Skip Ogle
Director—Public Affairs
cc: Mr. Greg Fender, (via facsimile)
LeVoyd Carter, Esq.
Michael Zarrilli,Esq.
J. Christopher Redding, Esq.
Brian T. Grogan, Esq.
CONFIRMED ON ALF CITY OF HUNTSVILLE, TEXAS:
By:
Printed Name: Key►n 1`y a h s
Title: Li+N ma nage r
Date: 44-0(o
ILCITY OF
14, un svi e
Incorporated in 1845 under the Republic of Texas
I
April 5, 2006
Via Facsimile
Mr. Skip Ogle
Director, Public Affairs
Cox Communications
3015 SSE Loop 323
Tyler, TX 75701
Re: City of Huntsville, Texas—394 Consent to Assignment
Dear Mr. Ogle:
Enclosed please find the executed Resolution No. 2006-03 and Consent to Assignment.
The originals will be filed with the City Secretary, Danna Welter.
If you have any questions, please feel free to contact me.
Respectfully,
Thomas A. Leeper
City Attorney
cc: Greg Fender(Via Facsimile)
1212 Avenue M • Huntsville, TX 77340-4608 • 936.291.5400 • 936.291.5409 fax • www.huntsvilletx.gov
Cur vision for the City of Huntsville is a community that is beautiful, historic,culturally
diverse,affordable,safe, and well planned with great opportunity for our citizens.
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