HomeMy WebLinkAboutResolution 1985-035
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December 13, 1985
RESOLUTION NO.
85-35
RESOLUTION OF THE APPROVAL OF CABLE OPERATER
CHANGE OF OWNERSHIP.
WHEREAS, CBS/Black Hawk Cable Communications and Sammons
Communications, Inc. have requested the City of North Richland
Hills, Texas ("City") to approve the transfer of ownership of the
cable communications system in North Richland Hills from
CBS/Black Hawk Cable Communications from CBS, Inc. to Sammons
Communications, Inc. ("SCI"); and
WHEREAS, Section 5 of the' North Richland Hills Cable TV
Franchise-Ordinance No. 796 ("Franchise Ordinance") prohibits the
transfer of ownership of the North Richland Hills Cable
Communications System ("Cable System") without prior approval of
the City; and
WHEREAS, the City has reviewed the experience, technical
qualifications and financial capability of SCI to operate the
Cable System;
NOW, THEREFORE, BE IT RESOLVED, by the City as follows:
The City hereby approves the request from CBS/Black Hawk
Cable Communications and SCI for approval of the proposed sale of
the business and assets of CBS/Black Hawk Cable Communications
from CBS, Inc. to SCI subject to the prior Successful completion
of the following conditions:
A. Amendment of Franchise. Adoption by City and
acceptance by ·SCI of Ord'inance No. 1325 .. attached and ma(~e
a part hETeto &5 At tacÍunent A. Ord ina'ñë'e-No. '117') is an
Ordinance amending Ordinance No. 796 and transfering the
City's cable television franchise to SCI.
B. Acceptance and Transfer Commitment Agreement.
Adoption and execution by the City and SCI of the Acceptance
and Transfer Commitment Agreement attached and made a part
hereto as Attachment B.
C. Certificate of Insurance. Receipt by City of a
Certificate of Insurance evidencing that SCI, immediately
upon transfer, ,will have met all liability insurance require-
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ments set forth in Section 10 of North Richland Hills
Ordinance No. 797 and Section 2 of North Richland Hills
Ordinance No. 796.
C. Bond. Receipt by City of a ten thousand dollar
($lO,OOO.OõTCash bond, conditioned upon the assurance that..
SCI will discharge all obligations and conditions set forth
in North Richland Hills Ordinance No. 796, as amended, North
Richland Hills Ordinance No. 797, and the Acceptance and
Transfer Commitment Agreement attached hereto as Attachment
B.
PASSED AND ADOPTED THIS
1985.
ATTEST ~;;.~~/~ '<>-f!j
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PASSED AND ADOPTED THIS 23RD DAY OF DECEMBER, 1985 ON SECOND READING.
16th DAY OF December
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By: "'v
Mayor
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Mayor
ATTEST:
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APPROVED AS TO FORM & LEGALITY:'
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December 13, 1985
ATTACHMENT B
AGREEMENT
ACCEPTANCE AND TRANSFER COMMITMENT
AGREEMENT BETWEEN THE CITY OF NORTH RICHLAND HILLS,
TEXAS AND SAMMONS COMMUNICATIONS, INC.
WHEREAS, CBS/Black Hawk Cable Communications and Sammons
Communications, Inc. have requested the City of North Richland
Hills, Texas ("City") to approve the transfer of ownership of the
cable communications system in City ("Cable System") from
CBS, Inc. to Sammons Communications, Inc. ("SCI"); and
WHEREAS, the City has reviewed the experience, technical
qualifications and financial capability of SCI to operate the
Cable System; and
WHEREAS, the City, by action of its governing body on
December 16, 1985, adopted Resolution No. R,)-~,) approving the
request from CBS/Black Hawk Cable Communications and SCI for
approval of the proposed sale of the business and assets of
CBS/Black Hawk Cable Communications from CBS, Inc. to SCI subject
to certain conditions including the execution of this Agreement;
WHEREAS, the parties desire to enter into the Agreement
herein set forth, with the intent that this Agreement herein set
forth, the Franchise referred to herein, and all requests hereof,
be valid and enforceable and not in violation or inconsistent
with federal, state or local laws;
IN CONSIDERATION of the covenants, conditions, undertakings
and promises contained herein and in Ordinance No. 796 of the
City, DS amended, and Ordinance No. 797 of the City (both
Ordinances hereinafter referred to collectively as the
"Franchise"), the parties hereby agree as follows:
I
REPRESENTATIONS AND WARRANTIES
SCI represents and warrants as follows:
A. That SCI has and will have the financial, legal and
technical ability to meet the requirements of the Franchise and
this Agreement;
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B. That the requirements of the Franchise and this
Agreement are and will be reasonable to meet the present and
future cable-related community needs and interests, taking into
account the cost of meeting those needs and interests;
C. That SCI is and will be ready, willing and able to me~t
the requirements of the Franchise and this Agreement if and when
SCI is granted a franchise transfer;
D. All provisions of Section III of this Agreement shall be
deemed, for all purposes, to constitute material terms of the
Franchise and of this Agreement. That the failure to sUbstantially
comply with any provision of Section III of this Agreement is a
failure to substantially comply with the material terms of the
Franchise;
E. That the Franchise and this Agreement do not constitute
a renewal of the Franchise and that the requirements set forth in
the Franchise and this Agreement do not constitute a request
for renewal proposal or terms or conditions of a renewal of the
Franchise;
F. That this Agreement and all requirements herein are, to
the best of SCI's knowledge, valid and enforceable and not in
violation or inconsistent with current federal, state or local
law.
II
ACCEPTANCE OF FRANCHISE
SCI represents and warrants as follows:
A. That all corporate action required to authorize the
acceptance of the Franchise and the execution and delivery of
this Agreement and all other documents to be executed and/or
':i,'>.l'vey'ed by SCT' pursuë1.nt to the F:::anchise and all such othei.'
òccumencs to De executed and/or dellvereà by SCI to City in con-
junction with the transfer of the Franchise have been validly and
duly acted upon and are in full force and effect;
B. That SCI has carefully read the terms and conditions
of Franchise and this Agreement and accepts without reservation
the obligations imposed.
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III
TRANSFER COMMITMENT AGREEMENTS
In addition to any other requirements set forth in the
Franchise, SCI hereby commits to the following:
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A. Cash Bond. SCI maintain on file with the City
Secretary, throughout the life of the Franchise, a ten thousand
dollar ($10,000.00) cash bond, conditioned upon the assurance
that SCI will discharge all obligations and conditions set forth
in the Franchise and this Agreement;
B. Certificate of Insurance. SCI shall maintain on file
with City, throughout the life of the Franchise, a Certificate of
Insurance certifying that SCI has met all liability insurance
requirements set forth in the Franchise;
C. Emergency Signal Override. SCI shall operate, at all
times throughout the life of the Franchise, its Cable System with
the capability of immediately interrupting signals as may be
necessary to provide adequate Civil Defense and disastor service
information and, by SCI, to prevent the distribution of obscene
or libelous material. The head of Civil Defense of City shall
activate the override in the event of Civic Defense needs or
disaster.
D. Full-Bank FM Radio Service. SCI shall offer, throughout
the life of the Franchise, all Cable System subscribers the
opportunity to receive full-bank FM radio service via the Cable
System;
E. Connection To Public Buildings. SCI shall, without
charge for installation, maintenance or service, make single
installations of its standard service facilities to all public
buildings, as determined by City, as requested by an authorized
official of the City;
F. PUblic, Educational and Governmental Access. SCT shall
provide, throughout the life-of tï~Franchíse, one educational
access channel for the Birdville Independent School District, one
channel for the Tarrant County Junior College - Northeast Campus,
one governmental access channel, and one public access channel
for use by City residents. SCI shall provide, for use by access
channel programmers, all necessary studio equipment.
G. Security Alarm Services. SCI shall maintain, at all
times throughout the life of the Franchise, its Cable System with
the capability of installation of interactive security alarm ser-
vices.
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H. Institutional Connection Network. SCI will cooperate
with the City in any request by City for construction of an
Institutional Connection Network serving all municipally-owned,
or other public buildings in the City. Upon request by City, SCI
will construct an Institutional Connection Network approved by
City at the actual costs to SCI for labor and materials for the
construction of the Institutional Connection Network.
I. Franchise Fees. SCI agrees to pay City, within thirty
(30) days following the close of each calendar quarter, the sum
of five percent (5%) of the gross amount received from the opera-
tions of all facets of its business arising from operations
within the City and collected during each calendar quarter. Such
sum shall be compensation for the rights, privileges and
Franchise and in consideration of permission to use public
streets and ways within the City and in lieu of street and alley
rentals and charges for supervision for use of public streets and
ways within the City. Such gross receipts received from the
operations of all facets of SCI's business arising from opera-
tions within the City include, but are not limited to, fees
received by SCI for monthly service, installation, reconnection,
relocation, special services, 2-way service, leased access and
advertising.
J. Cablecasting of City Council Meetings. SCI shall, at
such times as so requested by the City, cablecast, on a live
basis, all North Richland Hills City Council meetings to all
basic cable service subscribers within the City.
K. Notification of Rate Change. SCI shall notify all Cable
System sUbscribers, in writing, at least thirty (30) days in
advance of any change in cable service rates. SCI shall permit
disconnection of any cable service, at any time, at no cost to
the subscriber.
L. Remote addressable converters. No later than January
1, 1988, SCI will commence a change-out of converters offered to
subscribers of theCabJ8 System to provide addressable converteí.S
whi--\ 3'171.': ~emote (;Oi.cr')l capability to each subsc:~ib€::
t€q,ulrÌ;¡g a converter. Such change-out shall be completed no
later than May 1, 1988.
M. Studio Equipment. SCI will continue to loan to the City
the studio equipment which has been provided by CBS/Black Hawk as
of the date of the transfer request which is the subject of this
Agreement. In addition, SCI will be responsible for maintaining
all such equipment. Further, SCI will reconnect the studio to
the Cable System when the studio is moved from its current loca-
tion in the library attached to City Hall to the new library and
will provide, at no charge, all personnel necessary to set up the
studio at the new location. SCI shall not be responsible for any
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damage or equipment failure resulting from the move. Following
the move of the studio, SCI will interconnect the studio with
City Hall.
N. Service Interruptions. SCI shall maintain the Cable
System in such a way that will avoid unreasonable or repetitiv~
interruptions in service to sUbscribers. Unless an interruption
is unforeseen and/or urgent, SCI will not interrupt service to
make tests, repairs, adjustments or installations during the
period of maximum subscriber use.
O. Consumer Response. SCI shall maintain an office near
City which shall be open during business hours, maintaining a
listed telephone number equipped to received complaints twenty-
four (24) hours a day, seven (7) days a week and provide
7-day-a-week response to all requests by subscribers for repairs
or adjustments. The response time for such call shall not exceed
twenty-four (24) hours. In addition, until such time as this
requirement may be waived by City, SCI shall maintain a
telephone, separate telephone number and such other requirements
that may be imposed, from time to time, by City, within the City
Hall of City.
P. Open Books and Records. The City Manager of City, or
his designee, upon seventy-two (72) hours written notice shall
have the right to inspect, during normal business hours, all
books, records, maps, service complaint logs, performance test
results and other like materials relating to the operation of the
Cable System within City.
Q. Audited Financial Statement. SCI shall file with the
City within one hundred twenty (120) days of the end of its
fiscal year, an audited financial statement of SCI and an offi-
cer's certified financial statement of the system serving City
and the surrounding communities.
R. Basic Cable Service. SCI shall initially offer all
basic cable services offered by CBS/Black Hawk as of the date of
the execution of this Agreement. SCL shall affAr the same
diversity of service offerings to subscribers as offered on the
Black Hawk System as of the date of execution of this Agreement.
IV
GENERAL TERMS AND CONDITIONS
A. This Agreement and the Franchise shall be binding upon
and shall inure to the benefit of the parties, their respective
Successors, assigns and transferees. Any agreement entered into
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by SCI, or any parent, subsidiary, related corporation, partner,
or joint venture of SCI, its parent or any of its sUbsidiaries,
to sell the Cable System shall include a provision that this
Agreement and any Franchise provisions relating thereto will be
assigned by SCI and assumed by buyer.
B. This Agreement shall be interpreted in accordance witn
Texas law.
c. The failure of the City to strictly enforce the
Franchise or this Agreement shall not be construed as a waiver or
as excusing SCI from future performance.
D. The failure to substantially comply with any provlslon
of Section III of this Agreement is a failure to sub~tantially
comply with the material terms of the Franchise.
Dated
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, 1985
CITY OF NORTH RICHLAND HILLS,
TEXAS .. ('
By: ))Zí41 &J¿(jj
Its Mayor
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APPROVED AS TO FORM AND LEGALITY:
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SAMMONSCŒ1I1UNICATIO';S F ~';--J('
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BY~tS-0't£ - ::_-
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December 13, 1985
ATTACHMENT A
ORDINANCE NO. )12')
AN ORDINANCE AMENDING ORDINANCE NO. 796
TRANSFERING THE NORTH RICHLAND HILLS CABLE TV
FRANCHISE TO SAMMONS COMMUNICATIONS, INC.
THE CITY OF NORTH RICHLAND HILLS, TEXAS DOES HEREBY ORDAIN
PREAMBLE. That the Preamble to North Richland Hills Ordinance
No. 796 be amended to read as follows:
"WHEREAS, the City Council of the City of North Richland ~ills
has considered the request from CBS/Black Hawk Cable
Communications and Sammons Communications, Inc. for approval of
the transfer of the cable television franchise for North Richland
Hills from CBS, Inc. to Sammons Communications, Inc. and has
investigated the experience, technical qualifications and finan-
cial capability of Sammons Communications, Inc. and has found
that the citizens will be best served by approving the transfer
of the North Richland Hills Cable TV Franchise to Sammons
Communications, Inc¡"
Section 1. That Section 1 of Ordinance No. 796 be amended to
read as follows:
"Section 1. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF NORTH RICHLÀND HILLS, TEXAS: that Sammons
Communications, Inc., hereinafter called "Operator" is hereby
granted the non-exclusive right, privilege and franchise to
establish, maintain and operate a cable television system in the
City of North RJchland Eills until the expiration of the per~0d
of fifteen (15) years from the original effective date of
Ordinance No. 796."
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF NORTH
RICHLAND HILLS , TEXAS THIS 16th DAY OF December
1985.
ATTEST~~~~eeJ
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By:
Mayor
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PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND
HILLS, TEXAS THIS 23RD DAY OF DECEMBER, 1985 ON SECOND READING.
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Mayor
ATTEST:
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~5~f. City Secretary
APPROVED AS TO FORM AND LEGALITY: