1988R14- TRANSFER OF CONTROL OF ROGERS CABLESYSTEM
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A RESOLUTION APPROVING THE TRANSFER OF CONTROL
OF ROGERS CABLESYSTEMS OF THE SOUTHWEST, INC.,
HOLDER OF A FRANCHISE TO CONSTRUCT AND OPERATE
A CABLE SYSTEM IN THE CITY, TO KBL CABLE, INC.
AND KBLCOM INCORPORATED
WHEREAS, Roger Cablesystems of the Southwest, Inc.
("Rogers") operates a cable television system (the "Cable
System") within the City of Schertz, Texas (the "City")
pursuant to a Franchise (the "Franchise") granted by Ordinance
No. 78-F-15 dated September 5, 1978 adopted by the City Council
of the City; and
WHEREAS, Rogers has requested that the City consent to
and approve the transfer of the ultimate control of Rogers to
KBL Cable, Inc. ("KBL Cable"), a Texas corporation, all of
whose capital stock is owned by KBLCOM Incorporated ("KBLCOM",
KBL Cable and KBLCOM being collectively referred to herein as
the "Buyers"), a Texas corporation, which is a wholly-owned
subsidiary of Houston Industries Incorporated, a Texas
corporation; and
WHEREAS, the Buyers wi 11 agree that they wi 11 cause
Rogers to continue to perform its duties and obligations under
the Franchise; and
WHEREAS, after due inquiry the City has determined
that it has asserted no claims against Rogers and that, to the
best of its knowledge (no specific investigation having been
made), the Cable System is being operated in compliance with
the Franchise; and
WHEREAS, after due evaluation, the City Council of the
City has determined, and hereby affirmatively finds, that it is
in the best interest of the City to approve the transfer of
ultimate control of Rogers, and therefore of the Cable System
and the Franchise, to the Buyers; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS:
1. The City Council hereby consents to and approves
the transfer of the ultimate ownership of Rogers, and therefore
of the Cable System and the Franchise, to the Buyers; provided
that such consent and approval shall be conditioned on the
filing by the Buyers with the City of an Acceptance Agreement
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(the "Acceptance Agreement") in substantially the
hereto as Exhibit A; provided further that
continue to operate the Cable System.
2. The City Council hereby affirmatively finds that,
as of the date of the passage of this Resolution, the City has
asserted no outstanding claims against Rogers, and, to the best
of its knowledge (no specific investigation having been made),
the Cable System is being operated in compliance with the
Franchise. Within thirty days of the filing of the Acceptance
Agreement, Rogers is hereby authorized to cancel its existing
insurance policies and faithful performance bond, the posting
of which are required by the Franchise; provided Rogers shall
be required simultaneously to post other insurance policies and
another bond meeting the requirements set forth in the
Franchise.
form attached
Rogers shall
3. The Mayor is hereby authorized/to execute, with
attestation, the Acceptance Agreement, in substantially the
form attached hereto, upon filing as herein required, by the
Buyers.
4. This Resolution shall be effective from and after
the date of its adoption.
PASSED AND ADOPTED this 20th day of December, 1988.
CITY OF SCHERTZ, TEXAS
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ATTEST:
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0894Z
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Exhibit A
ACCEPTANCE AGREEMENT
WHEREAS, the City of Schertz, Texas (the "City") has
by Resolution adopted on December 20, 1988 consented to the
transfer of the ultimate ownership of Rogers Cablesystems of
the Southwest, Inc. ("Rogers") , and therefore of the cable
television franchise (the "Franchise") granted by the City to
KBL Cable, Inc. and its parent, KBLCOM Incorporated
(collectively the "Buyers"); and
WHEREAS, the
continue to perform
Franchise; and
Buyers have agreed to cause Rogers to
its obligations and duties under the
WHEREAS, upon the execution of this Acceptance
Agreement, Rogers Communications Inc., the previous ultimate
owner of Rogers (together with all of its remaining
subsidiaries), shall be relieved of its duties and obligations
and surrender its rights under the Franchise; now, therefore,
IT IS HEREBY AGREED that
1. The ultimate ownership of Rogers, and therefore
of the Franchise, is transferred to the Buyers.
2. The Buyers agree to cause Rogers to continue to
perform its duties and obligations under the Franchise;
provided, however, that neither the City nor the Buyers hereby
waive any of their respective Constitutional, Federal, or State
rights.
EXECUTED as of the ~ day of DSUJ4..-&.eJ<.--; 1989'.
KBLCOM INCORPORATED
By
KBL CABLE, INC.
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C SecrF;!tary
By
CITY OF SCHERTZ t7
B~/~_______-
Mayor --r
0895Z
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