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HomeMy WebLinkAboutResolution 1985-035 - ·1 \ 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- -- -1- _·Ñ....... .. ;, 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 ós,f. . ~~. PASSED AND ADOPTED THIS 23RD DAY OF DECEMBER, 1985 ON SECOND READING. 16th DAY OF December , ~/ ~ /) /; , . I') .ø:.~ è~l1.Æ~ By: "'v Mayor ~ /' ij~~ cJ~'l Mayor ATTEST: ,/ APPROVED AS TO FORM & LEGALITY:' -2- ,¡\ 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; -1- 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. -2- ----- ... ~..__,--.a,. . -___ ._... c~~...~,_. III TRANSFER COMMITMENT AGREEMENTS In addition to any other requirements set forth in the Franchise, SCI hereby commits to the following: ~ 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. -3- 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 -4- . , ., ' 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 -5- . ,..... ., .. ~ " 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 L;2./:<.~ , , 1985 CITY OF NORTH RICHLAND HILLS, TEXAS .. (' By: ))Zí41 &J¿(jj Its Mayor ~ ., (,:, '4«-./ - : City 1.~/- APPROVED AS TO FORM AND LEGALITY: @~s:;- D?ted , 198~ ------'------.,-.-'---_._~...---_...._.-.,"- SAMMONSCŒ1I1UNICATIO';S F ~';--J(' ~Æ~ BY~tS-0't£ - ::_- -6- t(Q)~1r \ 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 ;{Jsd. V c:5e~ . ~~ By: Mayor --:_,;;.--~.' , .~~--'~- - .~ "'~--'-' --- _._......;.-~.- PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS THIS 23RD DAY OF DECEMBER, 1985 ON SECOND READING. ~~sJ~ ~ Mayor ATTEST: / ~~~ß¿~'?,¿,) ~5~f. City Secretary APPROVED AS TO FORM AND LEGALITY: