94-4745 Agr Consent�WHEREAS, the City of
Salina, Kansas
( "City") has
granted a franchise
to Communications Services,
Inc. ("CSI"), a
subsidiary of
Tele-Communications,
Inc. ("TCI"), to install, construct, operate and maintain a cable television
system in the City pursuant to Ordinance Number 92-9492 (January 27, 1992)
("Ordinance"); and
WHEREAS, Section XII of the Ordinance requires the City's prior
consent to transfers affecting CSI's franchise; and
WHEREAS, by letter dated January 31, 1994, and received by the City
on February 1, 1994, CSI has submitted an application for the City's consent to
a proposed corporate reorganization as described in such letter and the
attached application form, merger agreement, and other materials
("Transaction"); and
WHEREAS, in the City's view, the Transaction requires the City's prior
consent under Section XII of the Ordinance; and
WHEREAS, CSI has represented to the City that the Transaction will
not violate the three-year holding period required by 47 U.S.C. 537; and
WHEREAS, CSI has represented to the City that the Transaction will
result in no change in control of TCI or CSI, that the Transaction will result
in no change in local management or operations, and that the Transaction will
not affect the franchise hold by CSI; and
WHEREAS, CSI has informed the City that the proposed closing date of
the Transaction is May 31, 1994; and
WHEREAS, relying on CSI's representations, the City is willing to grant
its consent to the Transaction, as long as CSI's representations are complete
and accurate; and
WHEREAS, the City's approval of the Transaction is therefore appropriate
if CSI agrees to accept and remain bound by the Ordinance and all related
amendments, ordinances, and resolutions lawfully in effect, and subject to
conditions ensuring that CSI's representations are accurate as they may affect
(1) continuing liability for past acts and omissions, (2) the financial
qualifications of CSI, (3) the rates charged by CSI, and (4) the City's
continuing right to review future transfers that may affect CSI's system;
NOW, THEREFORE, BE IT RESOLVED THAT:
Section 1. The application of CSI for approval of the Transaction is
APPROVED, pursuant to Section XII of the Ordinance, subject specifically to
the condition that CSI must submit a letter containing the following
assurances and agreements, in a form satisfactory to the City Manager and the
City's counsel, by May 31, 1994:
(a) that CSI accepts and is bound by each and every term of the
Ordinance and by all related amendments, ordinances and resolutions
lawfully in effect;
(b) that after the Transaction is
completed, CSI will
assume
all
liabilities and responsibility under the
Ordinance and related
amendments,
regulations, ordinances and resolutions lawfully in effect
for the
acts
and omissions of the Transaction CSI,
known and unknown,
and that
the
Transaction shall not permit CSI to
take any position or
exercise
any
right that could not have been exercised prior to the Transaction;
(c) that the Transaction will not substantially increase the financial
burdens upon, or substantially diminish the financial resources available
to, CSI;
(d) that the Transaction will not affect the rates charged by CSI in the
City's franchise area; and
(e) that TCI Central, Inc., and TCI Holdings, Inc., will retain their
current positions in TCI's corporate structure despite the Transaction,
and that Section 12.3 of the Ordinance shall be read so that the
Transaction, and any subsequent reorganization or restructuring, does not
have the effect of broadening the scope of Section 12.3, so that a
transaction that would not have been eligible for Section 12.3 treatment
under the prior corporate structure would remain ineligible for treatment
under that section.
Section 2. If CSI does not provide the assurances and agreements
specified in Section 1, in a form satisfactory to the City manager and the
City's counsel, by May 31, 1994, then the application of CSI for approval of
the Transaction is DENIED, pursuant to Section XII of the Ordinance.
Section 3. Even if all the above conditions are satisfied, this
approval shall be void and of no force or effect if (a) the Transaction is not
consummated by December 31, 1994; (b) the Transaction is consummated on
terms substantially different from those described in the materials submitted
by CSI with regard to the Transaction; or (c) CSI's representations to the
City regarding the Transaction and its effects are substantially incomplete or
inaccurate.
Adopted by the Board of Commissioners and signed by the Mayor this 23rd day
of May, 1994.
44�.41xe Arner, 1Vayor
(SEAL)
ATTEST:
Judy Long, , Ci Clerk