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HomeMy WebLinkAbout1999-009 Transfer of ownership ORDINANCE NO. 99- 9 AN ORDINANCE relating to the cable 'communications franchise granted to Falcon Video Communications, L.P.; and approving a transfer of ownership of the ultimate parent company, Tele- Communications, Inc., of the minority partner, TCI Falcon Holdings, LLC', in the ultimate parent company, Falcon Communications, L.P., of Falcon Video Communications, L.P. WHEREAS, Falcon Video Communications, L.P. ( "Falcon ") is duly authorized to operate and maintain a cable communications system (the "System ") in the City of Yakima, Washington, pursuant to the terms and conditions of a franchise (the "Franchise ") as granted by the City of Yakima (the "City ") under City of Yakima Cable Television Franchise Ordinance No. 93 -115, as amended by City of Yakima Ordinance No. 98 -30; and WHEREAS, the minority partner, TCI Falcon Holdings, LLC ( "TFHLLC "), in the ultimate parent company, Falcon Communications, L.P. ( "FCLP ") of Falcon is an indirect subsidiary of Tele- Communications, Inc. ( "TCI "); and WHEREAS, TCI has agreed to enter into a merger transaction with AT &T Corp. ( "AT &T ") which will result in TCI being a wholly -owned subsidiary of AT &T; and WHEREAS, a completed Federal Communications Commission ( "FCC ") Form 394 has been filed with the City; and WHEREAS, the City has conducted a review of the transfer of ownership of the ultimate parent company, TCI, of the minority partner, TFHLLC, in the ultimate parent company, FCLP, of Falcon; and WHEREAS, under the AT &T /TCI merger transaction, Falcon will continue to maintain day -to -day management authority of the Yakima Cable System and primary responsibility for meeting any and all terms, conditions and requirements of the Franchise; and WHEREAS, Falcon, FCLP, TCI, TFHLLC and AT &T have requested consent by the City to the AT &T /TCI merger transaction, to the extent that such consent is required under the Franchise, in accordance with any and all terms, conditions and requirements of the Franchise, now, therefore BE IT ORDAINED BY THE CITY OF YAKIMA: SECTION 1. The City hereby consents to and approves the AT &T /TCI merger transaction and the transfer of ownership of the ultimate parent company, TCI, of the minority partner, TFHLLC, in the ultimate parent company, FCLP, of Falcon from TCI to AT &T, to the extent such consents are required by the terms and conditions of the Franchise and applicable law. SECTION 2. Falcon shall maintain its primary responsibility for any and all obligations and liabilities, known and unknown, subject to applicable law, under City of Yakima Cable Television Franchise Ordinance No. 93 -115, as amended by City of Yakima Ordinance No. 98 -30. -2- SECTION 3. City of Yakima Cable Television Ordinance No. 93 -115, as amended by City of Yakima Ordinance No. 98 -30, shall be amended upon the effective date of this ordinance, as set forth in this ordinance. Any terms of Ordinance No. 93- 115, as amended by Ordinance No. 98 -30, not expressly amended by this ordinance shall remain in full force and effect. SECTION 4. On the date this ordinance becomes effective, this ordinance shall have the force of a continuing agreement with Falcon, Falcon Holding Group, L.P. ( "FHGLP "), FCLP, TCI, TFHLLC and AT &T and shall not be amended, changed or otherwise altered without the express consent of the City, Falcon, FHGLP, FCLP, and TFHLLC. SECTION 5. This ordinance shall be in full force and effect thirty (30) days after its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this 16th day of February , 1999. /ex_6/ 6 il ohn Puccinelli, Mayor •.� ATTEST: T `` SEAL City Clerk t `''. -0*.... Publication Date: 2 -19 -9 9 Effective Date: 3 -21 -99 -3- The terms and conditions of this Ordinance are accepted this 25 day of February, 1999, by FALCON VIDEO COMMUNICATIONS, L.P., a Delaware limited partnership By: -- Howard Gan Vice President of Falcon Cable Communications, LLC, a Delaware limited liability company, its general partner See Notary Certification attached 4 1 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT $, wc?'.fit!.t x.-41 .55..‹ '✓1.,t5:1, A(re !sj.��aS�� xis K ..va te.ii /;:sK -j>eAt is t,,'a.¢,AI!,.$,ra'S iii C,Ax .4.si,'yy.'•41, ,x w:,': . 4 ( F l r. 4 State of California 4 ss . 4 • Count of L109 ' j fA 0,x }4 - >> . , On Ity) �1.1Gtte 2S f ,Ibbfore me, D� �I 1( 1 o � � p, 1, 1, c ) �: Date N me and Title of Officer , " ane Doe, Notary Pub c ") 0 l personally appeared '0 i } V el v , Name(s) of Signer(s) ( personally known to me g ❑ proved to Me on the basis of satisfactory 4 evidence j t o be the person( whose name(,[ is /ate.- 5 _ subscribed to the within instrument and - DAVID SELL q acknowledged to me that he /� executed ... Com mission 116 (� z ° > the same in histhe1 /thci authorized Aj ' - " Notary Puolic - Californid ' �_ �� ^ Los Angeles County capacity(ies} and that by his /k cr /thoir — My Comm. Expires Noy 27,2001 J signatureK on the instrument the person *, or >> J A the entity upon behalf of which the person > j acted, executed the instrument. A l WITNES r y han.. '1: offic': Ke , >> 4 / >> 4 4 Y , - 40 P lace Notary Seal Above NO- ture of ••otary Publ' C i OPTIONAL j Ip Though the information below is not requirediby law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document y Title or Type of Document: 0 A i.: I C ► v 0 , , . 0 et + (2 jc 0 4 Document Date: r - L2V u a t r 1 k� I ( Ti ( Number of Pages: 6-1 i., n y p Signer(s) Other Than Named Above: 0 q Capacity(ies) Claimed by Signer / ; Signer's Name: HTIV t Ire C -7a RIGHT THUMBPRINT OF SIGNER +�� ❑ Individual p Title(s): ` h cp /1 ec eh here �£or orate Officer — Top of thumb her I F" t / E' C` ❑ Partner — ❑ Limited ❑ General jj ❑ Attorney in Fact •» ❑ Trustee ❑ G uardian or Conservator >> p ❑ Other: (4 Signer Is Representing: t (�'V ICJ I. C DI'Y) ! -- 0 © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402• Chatsworth, CA 91313 -2402 Prod. No. 5907 Reorder: Call Toll -Free 1- 800 -876 -6827 The terms and conditions of this Ordinance are accepted this 25 day of February, 1999, by FALCON HOLDING GROUP, L.P., a Delaware limited partnership By: Ea' - Howard Gan Vice President of Falcon Cable Communications, LLC, a Delaware limited liability company, its general partner See Notary Certification attached 5 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT v xiti. S:�a✓�5....xistKi S �S;�Sy SK SK -45K. ..;:::uK,;- k:. �.ca,w2- S;s,� Stir K.-s, _,.'.Ki.: w S 'aS!�C S�.'\ 5K : a�7, 4 e State of California A g C Count �C LO J A -61e SS. n � ou n y o �G G� (� �, f PiA f ,, n 4 O n Iri l.G,✓ 25.�_ ? bl� me i✓ ,/��1i t S e /�L ) Iv (o" r L 91 I. � Date Name nd Title of Offi er .g., 'Jane Doe, Notary P c ") j i ft � personally appeared�'1 vek a l� Name(s) of Signer(s) � Y 4 --personally known to me • ❑ proved to me on the basis of satisfactory ; evidence ) a .. r. to be the person(- -whose name is /aye- c c f , � cvs st iG acknowledged to me that he /s subscribed to the within instrument and hef##ey executed j Z a N a 1 635 Z the same in his /� authorized z �_L a;ary , u�li� - California u � i Los tin ca acit and that by his /l #®i_ 1 geies County p Y(}r Y S My Corn .n Expires Nov 27,2p J a signature $-9n the instrument the person( „ the entity upon behalf of which the persons 1 q acted, executed the instrument. 4 WITNESS hand a • • icia :I. • 4 - / , 1 Place Notary Seal Above OP- _ 0.- of Notary Public ) OPTIONAL (C Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. =1 C Description of Attached Docv ent I _ ^ 1 . Title or Type of Document: Or(A 1 I ►!`C! �. � V v , �-- 0 a fr /l'Y�� 1 Document Date: ( ebri, I I ril 110 1 n G tl Number of Pages: g 2 i I I I Signer(s) Other Than Named Above: q Capacity(ies) Claimed by Signer f > q Signer's Name: ��Ltret U'( V\ RIGHT THUMBPRINT lC OF SIGNER �) ❑ Individual 4 - � Top of thumb here �) k •t — Corporate Officer — Title(s): ` t. ' ( C P eS i d Ch ( � ❑ Partner — El Limited El General ❑ Attorney in Fact 1 i ❑ Trustee 0 ❑ Guardian or Conservator ❑ Other: q Signer Is Representing: t� i ��� �af'Y1n'1 l�(� 4 ) 4e 6 ti • . • • . �. ., \.• • • • 1: ..L',A:,• • 4.y4 • • • ..!. \;• _", •\!,• • ••••••;_•,• • "L'....- .+._.s■—.\1. • \✓ .‘ _. •\,.v. © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 Prod. No. 5907 Reorder: Call Toll -Free 1- 800 - 876 -6827 The terms and conditions of this Ordinance are accepted this 25 day of February, 1999, by FALCON COMMUNICATIONS, L.P., a California limited partnership By: Q Howard Gan Vice President of Falcon Cable Communications, LLC, a Delaware limited liability company, its general partner See Notary Certification attached 6 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT 7 `?.�.'�.'; tKivery '�. ;ste :S!is.x-4$'.�as .•;=a ,•,`ssx,Tt. -.. ,: ,•! ssaCry S41SiJK'a!zj tfT .exK'.S✓,st..r.'S,r..xi ya ,y/.^�••' S Y • • A State of California 4 C L 1 \ e6i €5 ss County o f k >> A On 'U, �s� � , before me, ( DAV k D .C--/..Ati, u bli (` Ll � ate Name and Title of fficer (e.g., "Jane Doe, Notary P ") • i; personally appeared H Ol.,P(1%4V` �v , A� Name(s) of Signer(s) � p known to me 2 4 ❑ proved to me on the basis of satisfactory ] evidence 5 to be the person whose namees6 is /aye. -- ' 4 �tivit✓ s ! iG subscribed to the within instrument and I comrnaslon 4- 1 163345 Z acknowledged to me that he /sho/thoy executed ri� Z ..5i�.- 1 - M No ?uoiic - California > the same in his /hor /their authorized Z a ; Vie' � `��� Los Ange County ` capacity(-ies), and that by hishlaca Heir E.:; 4 y C Expires Nov2; 2coi signature '' on the instrument the person, or i the entity upon behalf of which the person($ acted, executed the instrument. >j C WITN ; r an.: • •/ i• . i. ea > > 0 4 % f Place Notary Seal Above ��� Si. ire of otary P u. • '0 q OPTIONAL j is Though the information below is not requirechby law, it may prove valuable to persons relying on the document g and could prevent fraudulent removal and reattachment of this form to another document. 1 e Description of Attached Document �. , ,� Na 9, -3 C7 /44k 4 Title or Type of Document: Qk' /J ` � A ie ` 2� Document Date: / Me 4 f 9 Number of Pages Y • 4 Signer(s) Other Than Named Above: K. >> Capacity(ies) by .Signer Clair?' 7 - ✓4 � � A 5 Signer's Name: - RIGHT THUMBPRINT e ❑ Individual , OFSIGNER y� n n - - Top of thumb here �� p Corporate Officer — Title(s): V �Cc {`' c i CX� 1. ❑ Partner — ❑ Limited ❑ General g .; ❑ Attorney in Fact y � El Trustee >> 4, ❑ Guardian or Conservator • A ❑ Other: A 4 Signer Is Representing: t1&OVA 4 P L CO UNtf14 ) L � j A .`✓..r; ✓ r��' .'��4-1.34wxc✓/.'��.:�L'3:�.LC -.:° gs.x' �.%�e'.�. �: �.� wex€2:-.1m2 Cam. �; �.xt.6�. ✓�".�'.�. �.cK1.:w:uA © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 Prod. No. 5907 Reorder: Call Toll -Free 1 -800- 876 -6827 • The terms and conditions of this Ordinance are accepted this ` day of 1999, by TELE- • MMUNICATIONS, INC., a saAcuA Q010 rc1/4_ %o,r\, By: Its: ab,111151.V 1 . • .. STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this 2nd day of March _, 1999, beforExecue me t i personally e appeared Stephen M. Brett , to me known to be the vice President of TELE- COMMUNICATIONS, INC., which executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Stephen M. Brett , for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand the day and year first above written.. • 0. Printed ameO Judy A. Maxwell NOTARY PUBLIC in and for the State of 1050 S Monaco # Colorado , residing at De CO 802 2L My commission expires: May 23, 2001 r -7- The terms and conditions of this Ordinance are accepted this a day of r-deN. , 1999, by TCI FALCON HOLDINGS, LLC, a eA00..11 p die, \;w∎c r- GA, `,``� B y : Its: _ A • w. - STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this 2nd . day of March , 1999, before me personally appeared Stephen M. Brett , to me known to be the Vice President of TCI FALCON HOLDINGS, LLC, which executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Stephen M. Brett , for the uses and purposes therein mentioned, and on oath stated that he/ she was authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand the day and year first above written. - Printed Na Judy y . Maxwell NOTARY PUBLIC in and for_ t Monaco a #(01 of Colorado ,residing at Denver. CO 80224 My commission expires: May 23, 2001 -8- • The terms and conditions of this Ordinance are accepted this I t day of Niti-g- i i ,1999, by AT &T CORP., a 00.0 L I otQK CO P.P. . By: Z ,> Its: LAW t Coo A tt.ciAtitz VICE PgEsi Ocrifi STATE OF C.,4\U 3?-t. 1 Pt ) ) ss. COUNTY OF SA cJ -i\ RJcAs Qo ) On this _ day of 1 A R.e.\r■ , 1999, before me appeared �P t ,v r p• coo-6,-k-- , to me known to be the v c.6, p 2. 6 sr o 6i. s oT ' � of AT &T CORP., which executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said -Au T) P Coo- 1i - , for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand the day and year first above written. S PATRICIA J. SHANNON Printed Name: QA Ai \ c,, A S • S H A O 13 o f.� .1 e Notary COMM.4 1064573 $ �.,� 'Cie NOTARY PUBLIC in and for the State of _,_ .., lo California s -• S AN FRANCIO COUNTY 31344 1.-A2 ksPi e S1', • nay Comm. Expires JUL 9,1990 CALF - orz13% A , residing at iuQ.,,,,A,ek, CA 9y54,o My commission expires: - 54-1-, ct , 19 g 9 -9- . • I` The terms and conditions of this Ordinance are accepted this 4 411 day of ekl , 1999, by AT &T ��' ts(M ORP., a •l(Sh) t(0 (LK CZ R-P. . 1 By: ! 79-"- Its: LA 4) 4 Gov't (1%1- t S ti IC F t'I,ES OJT f k II STATE OF &A l-1. 0 Q , o1 A ) r e ) ss. COUNTY OFSAIJVRA Jc∎5C ) On this G/.g day of M 14e C(ti , 1999, before me personally appeared p GAFF — 0AU P. Nol>1 -t , to me c known to be the vic e: Pze T .'- • Aws of AT &T CORP., which executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said 1JAu►b P. C-o+ , for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. kf l IN WITNESS WHEREOF I h hereunto set my hand the day and year first above written. II k S I .;.. PATpIc,AJsHANNON Prite ame: A� �� A ►� ...) o COMM. toba li f N °� TARY PUBLIC in and for the State of Notory Public — California 389 b.. LA 2ksp� S + ' �:'.: ''+ SA FRANCISCO COUN l' ,A L�StOCW ■ , residing at N Qw Are..k, col 9Y540 My Comm. Expires JUL 9, 1999 My commission expires: - 5■.3L� ° k, k g -9- d • BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON • AGENDA STATEMENT Item No. / • For Meeting Of February 16, 1999 ITEM TITLE: Consideration of an ordinance relating to the cable communications franchise granted to Falcon Video Communications, L.P.; and approving transfer of ownership of the ultimate parent company, Tele- Communications, Inc., of the minority partner, TCI Falcon Holdings, LLC, in the ultimate parent company, Falcon Communications, L.P., of Falcon Video Communications, L.P. SUBMITTED BY: Bill Cook, Direcor, Community and Economic Development Department 11 CONTACT PERSON /TELEPHONE:. Randy Beehler, Cable Communications Manager, 575 -6092 SUMMARY EXPLANATION: The grantee of the City of Yakima's Cable Franchise (the "Franchise ") is Falcon Video Communications, L.P. ( "Falcon "), an entity comprised of several other entities including Tele- Communications, Inc. ( "TCI "). TCI, through a subsidiary called TCI Falcon Holdings, LLC, is a minority partner in Falcon. Falcon and TCI have requested City approval of a merger transaction in which TCI would become a wholly -owned subsidiary of AT &T Corp. ( "AT &T ".) Should City approval be given, Falcon would continue to manage day -to -day operations of the Yakima Cable System, as it does now, and continue to be primarily responsible for meeting any and all terms of the Franchise. TCI would remain a corporate entity. TCI would simply become a subsidiary of AT &T. City approval of the AT &T /TCI merger transaction would have no effect on the City's ability to effectively manage its Cable Television Franchise. Resolution X Ordinance Contract Other (Specify) APPROVAL FOR SUBMITTAL: • - ity Manager • STAFF RECOMMENDATION: Adopt attached ordinance. BOARD /COMMISSION RECOMMENDATION: Both the Cable Advisory Committee and the Council Cable Committee recommend approval of the attached ordinance. • COUNCIL ACTION: