RES 1109 12/06/1988 RESOLUTION NO. 1109
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, Rogers Cablesystems of the Southwest, Inc.
("Rogers") operates a cable television system (the "Cable
System") within the City of Cibolo, Texas (the "City")
pursuant to a Franchise (the "Franchise") granted by a
Resolution dated August 3 , 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 will agree that they will cause
Rogers to perform its duties and obligations under the
Franchise; and
WHEREAS, after due inquiry the City has determined that
it has no claims, asserted or unasserted, against Rogers and
that the Cable System is being operated in compliance with
the Franchise; and
WHEREAS, after due evaluation, the City Council of the
City has determined that the Buyers are legally, financially
and technically qualified to own and operate the Cable
System and 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
CIBOLO, TEXAS :
1. The City Council of the City hereby affirmatively finds
that Buyers are qualified to own and operate the Cable
System serving the City through the indirect ownership
of Rogers.
2 . The City Council hereby consents to and approves the
transfer of ultimate ownership of Rogers, and therefore
of the Cable System and the Franchise, to the Buyers;
provided that such consent and approval shall be
-2-
conditioned on the filing by the Buyers with the City
of an Acceptance Agreement (the "Acceptance Agreement")
in substantially the form attached hereto.
3 . The City Council hereto affirmatively finds that, as of
the date of the passage of this Resolution, the City
has no outstanding claims, asserted or unasserted,
against Rogers; and 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 insurance policies and
faithful performance bond, the posting of which are
required by the Franchise.
4 . 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.
5. This Resolution shall be effective from and after the
date of its adoption.
-3-
PASSED AND ADOPTED this 1p day of
1988 .
Mayor, City of Cibolo
ATTEST:
c )
al''�-
City Secretary, City of Cibolo
[SEAL]
-4-
ACCEPTANCE AGREEMENT
WHEREAS, the City of Cibolo (the "City") has by
Resolution No. lln� adopted on ,, , 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 Buyers have agreed to cause Rogers to
perform its obligations and duties under the Franchise; and
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.
4
2 . The Buyers agree to cause Rogers to perform its
duties and obligations under the Franchise; provided,
however, that the Buyers do not hereby waive any of their
Constitutional, Federal or State rights.
EXECUTED as of the (off day of 4C.l�r,� 1988 .
KBLCOM INCORPORATED
By 4
0,10
KBL CABLE, INC.
By t/
CITY OF CIBOLO
By � �QtA
ATTEST: Mayor
City Secretary
[SEAL]
1UOO.e
-2-
THE STATE OF TEXAS
THE COUNTY OF GUADALUPE
BEFORE ME, the undersigned authority, a Notary Publc in and
for the State and County aforesaid, on this day personally
appeared Elizabeth Ann Smith I know to me to be a
credible person who upon oath deposes and says ;
I am the City Secretary of the City of
Cibolo, Texas and have acted in such capacity
during the period of time covered by this
affidavit . I do hereby certify that the
attached ordinance/resolution adopted by the
City Council of the City of Cibolo, Texas and
approved by the Mayor of said City of Cibolo,
Texas on the 6th day of December ,
19 88 and recorded in the Official Minutes of
the proceedings of said City of Cibolo and
that a true copy thereof was posted in three
(3 ) public places in the City of Cibolo,
Texas for a period of not less than ten days
from the 8th day of December , 19 88 to
the 19th day of December , 19 88.
Cityecretary of the City
of C olo, Texas
SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned Notary
Public, by Julia Jo Jeans , on this the 13th day
of March , 19 89 to certify which witness my hand
and seal of office.
GUADALUPE COUNTY, TEXAS
pUe+ JULIA JO JEANS
Notary PubHe
STATE OF TEXAS
t ,rl•. /,�y My Commission Expires
IE ,► ioF�E!� 6-11-89 My Comm ' on expires
DAY OF , 19
Rogers
Communications Inc.
Suite 2600, Commercial Union Tower
P.O. Box 249,Toronto Dominion Centre,
Toronto,Ontario M5K 1J5
416-864-2373
February 21, 1989
Mr. David Walker
City Manager
City of CiboIo
P.O. Box 88
Cibolo, TX 78108
Dear Mr. Walker:
Thank you for your assistance and cooperation in the recently
concluded City deliberations and approval of the transfer to KBL
Cable Inc. (KBL) .
Approvals in your city and elsewhere in the country have allowed
us to establish March 14, 1989 as the proposed Investment Date
under the Stock Purchase Agreement between KBL and Rogers U. S.
Holdings Limited. To ensure compliance with the conditions of
transfer, we are requesting your assistance in establishing a
"Closing Agenda" with the City.
Within the next two weeks, the companies ' attorneys will be
providing you with copies of all draft documents necessary to
conclude a "Closing" between the companies and the City. We
enclose at this time, for your information, our preliminary list
of documents and other action items which, in our view, will be
required to be concluded on or before Macch 14, I9089. Tri is list
should be reviewed by your City Attorney and discussed with the
companies ' respective attorneys as necessary. The companies are
meeting on February 27, 1989, to discuss these requirements. If
you, or the City Attorney, could provide us with your comments
prior to that time, it would be of great assistance. We would
then have a pre-closing to confirm matters with you and the
companies ' local representatives during the week of March 6,
1989. Please contact Rick Wolf of Sawtelle, Goode, Davidson &
Troilo at 512-349-6484 or Robert Potts of Baker & Botts at
713-229-1234 for further information and clarification.
DATE
ALAMO HOT-SHOT, INC. f 1
P.O.BOX 12748 )
SAN ANTONIO,TEXAS 78212
(512)349.4111 N r
F T L �_
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BILLING
BILL REF N �, ADDRESS ND 2 Oo 3 O 1
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TO
U A INTERLINE CARRIER BILL NO. i.
BA DELIVERY
DIRECT 1,/z HOURS 3 HOURS WEIGHT CHARGE
13 DESCRIPTION
NO. PCS. RETURN
ESIDENCE
INITIALS: EXCESS
PROOF OF WAITING TIME/ TIME
Declared Value of damagedcclaims ared vaueY$21000.�CdLA MSnless MUST BElMADE WITHIN 48 OTHER
$ HOURS.NOT RESPONSIBLE FOR CONCEALED DAMAGE. X CEIVED THE ABOVEINGOOD ORDER TIME:
SHIPPER '"— TOTAL
DRIVER
BAKER & BOTTS
OTHER OFFICES:
910 LOUISIANA
WASHINGTON, D.C.
DALLAS ONE SHELL PLAZA TELEPHONE:(713) 229-1234
AUSTIN FA X:(713) 229-1522
HOUSTON,TEXAS 77002-4995 TELEX:76-2779
H-3695 March 13 , 1989
Mr. Harvey Hardy BY MESSENGER
City of Cibolo
P.O. Box 88
Cibolo, Texas 78108
Dear Mr. Hardy:
Enclosed is an original executed copy of the Accep-
tance Agreement signed by KBLCOM Incorporated, KBL Cable,
Inc. and the City of Cibolo.
We are delivering this Acceptance Agreement to you
to hold in trust until I call and tell you that it may be
released. I anticipate calling you on the morning of Tuesday,
March 14 , 1989 . The Acceptance Agreement will not be effec-
tive until I call you to have it released to the City of
Cibolo.
If you have any questions you may reach me on
Monday and Tuesday through Larry Macon ' s office at 554-5305 .
Sincerely,
?-
Eric T. Fur
e
ETF: 114
Enclosure
cc: Larry Macon
Rick Wolf
Lee Sheehy
Robert Potts
ETFX20JE/069B01
CITY OF CIBOLO
P.O.BOX 88
PHONE 658-9900
CIBOLO,TEXAS 78108
March 8, 1989
Mr. Harvey Hardy
Hardy, Schwartzman, Bahan & Jacobson
800 N.W. Loop 410
San Antonio, Texas 78216
REF: Transfer of Ownership: Rogers Cablesystem to KBL Cable
Dear Mr. Hardy:
I have received the attached documents in regard to the
acquisition of Rogers Cablesystems by KBL Cable Inc. and
more specially as it pertains to continuing insurance
coverage . Also, attached is a copy of the resolution we
passed in support of the transfer.
I would appreciate your review of these documents and advise
as to their adequancy in meeting the interests of the City
of Cibolo.
With best regards ,
David D. Walker, City Administrator
City of Cibolo
DDW:as
enclosures
� D
BAKER & BOTTS
OTHER OFFICES: 910 LOUISIANA
WASHINGTON, D.C. TELEPHONE:(713) 229-1234
DALLAS ONE SHELL PLAZA
FAX:(713) 229-1522
AUSTIN HOUSTON,TEXAS 77002-4995 TELEX:76-2779
H-3695 March 6 , 1989
HOUSTON INDUSTRIES INCORPORATED
(Rogers Cablesystems)
Mr. Harvey Hardy
City of Cibolo
P. O. Box 88
Cibolo, Texas 78108
Dear Mr. Hardy:
In connection with the anticipated acquisition by
KBL Cable, Inc. of control over Rogers Cablesystems of the
Southwest, Inc. ( "RCTSI") on March 14 , 1989 , enclosed please
find a Certificate of Insurance showing the insurance cover-
age for RCTSI that will be in effect on March 14, 1989 .
In order to simplify the change in control, KBL
Cable, Inc. has arranged for the existing performance bond
(number 80975310C) for $50 ,000 in favor of the City of
Cibolo not to terminate upon, but to remain in place after,
the acquisition.
I will be calling you soon to coordinate the filing
with the city of the Acceptance Agreement required by Resolu-
tion No. 1109 .
Please call me (713/229-1122 ) or Larry Macon
(512/554-5305) if you have any questions regarding this
letter or its enclosure.
Sincerely,
�� Ajo;
Robert
Potts
RJP :168
Enclosure
cc : Mr. Rowland Geddie
Mr. Larry Macon
Mr. Richard Wolf
025RJPBQ/055C01
1 •
INSURED 1
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
039$69-77000—fl00004 NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATED NOT
AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ROPERS CARLESYSTE_i5 Of THE COMPANIES AFFORDING COVERAGE
SOUT14WEST. INC.
(SAN ANTONIO DIVISION) COMPANY
P. 0. ROY 1 121 LETTER A FEDERAL p OMp Y
AN A T ♦ TEXAS 79293 COMPANY
CERTIFICATE HOLDER LETTER B
T D
LOTTERNY C
Of: CIROLO
CITY OA r
P. 0. SOX 156 COMPANY
TS
CIROLO. TEXAS 79108 LETTER D
COMPANY
LETTER E
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED.NOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH
THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS,AND CONDITIONS OF SUCH POLICIES.
CO
TYPE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION LIABILITY LIMITS IN THOUSANDS
LTR POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DD/YY) EACH
GENERAL LIABILITY
OCCURRENCE AGGREGATE
A X COMPREHENSIVE FORM (90) 3 525 3000 3114/89 3114190 N°IRY $ $
x PREMISES/OPERATIONS
X UNDERGROUND PROPERTY
EXPLOSION&COLLAPSE HAZARD DAMAGE $ $
X PRODUCTS/COMPLETED OPERATIONS
X CONTRACTUAL CoMBINED $ 1000 $ 11100
X INDEPENDENT CONTRACTORS
X BROAD FORM PROPERTY DAMAGE
X PERSONALINJURY
PERSONAL INJURY $ 1 00(1
AUTOMOBILE LIABILITY
oNJURY
l� OO 2 BODILY
ANY AUTO BODILY
92*]� (TEXAS) 0121108 n1 71 fp9 'PER PERSON) $
X ALL OWNED AUTOS(PRIV.PASS.) R A K 988100 (OTHERS) '3J 1.311[8 8 1131199 BODILY
X ALL OWNED AUTOS OTHER ASSN) NJURY
X HIRED AUTOS PER ACCIDENT) $
X NON-OWNED AUTOS PROPERTY
DAMAGE $
GARAGE LIABILITY
BI&PD
COMBINED $
EXCESS LIABILITY V f
C UMBRELLA FORM XL 279A$8 01011_Sg 10/01 /89 COMBINED 5000
X OTHER THAN UMBRELLA FORM $ 25OOf)
WORKER'S COMPENSATION STATUTORY
13 AND 1 X 855 0 81311 38 x131189 $ 5O0 (EACH ACCIDENT)
EMPLOYERS'LIABILITY $ 5110 (DISEASE-POLICY LIMIT)
OTHER $ SOO (DISEASE-EACH EMPLOYEE)
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS ALL OPERATIONS.
*CITY OF CIROLO IS INCLUDED AS ADDITIONAL INSURED AS PESPECTS LIARILITY
ARISING OUT Of OPERATIONS PERFORMED RY NAMED INSURED.
•
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Ek
PIRATION DATE THEREOF, THE ISSUING COMPANY WILLX1I4"AN""
JOHN L. WORTHAM & SON MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
P.O. BOX 1388 LEFT,it�FX)! ' R k�t'ilelt9'1!'RIF tt'kX"*PSIX�R1'�9('�7C9�1Fk`�'4t�X
HOUSTON, TEXAS 77251 1 >t< �W'*y IFR" fE'>��f'A�PR4Nfl�(°I>t' l'9ls i j(
AU7 R ED REP ENTATI .E I ISSUE DATE(MM/DD/YY)
Rogers
Communications Inc.
Suite 2600, Commercial Union Tower
P.O. Box 249, Toronto Dominion Centre,
Toronto,Ontario M5K 1J5
416-864-2373
February 22, 1989
Mr. Harvey Hardy
City Attorney
City of Cibolo
P.O. Box 88
Cibolo, TX, U.S.A.
78108
Dear Hardy:
Further to my letter of February 21, 1989, I enclose a Notice of
Cancellation of Insurance from our insurer.
Please be advised that we have recently learned from KBL Cable
Inc. that it will be arranging for a continuation of the existing
insurance coverage on the same terms and conditions and with the
same insurers. Certificates of such insurance will be provided
to you on or before the Investment Date.
incerely,
B. Lind
.� Chairman
Rogers U.S. Cablesystems, Inc.
PBL/cd
cc: L. Garza
V. Achber
D.P. Miller
A. Gnat, Q.C.
D.A. Jones
L.E. Sheehy
W. Cropper
W. Mobley
J.P. Garrett
R.J. Potts
D. Edwards
M.L. Goerner
R. Wolf
'JU
FEDERAL INSURANCE COMPANY
CHUBS 26 Wellington St., East,Toronto,Ont. M5E 1 S2—(416)863-0550—Telex:06-23270
February 22 , 1989
Mr. Harvey Hardy
City Attorney
City of Cibolo
P.O. Box 88
Cibolo, TX, U.S.A.
78108
Dear Mr. Hardy:
It is understood and agreed that this letter, in accordance with
the insurance cancellation and notifications requirements as
agreed between Rogers Cablesystems of The Southwest, Inc. (San
Antonio Division) and City of Cibolo, provides notice that the
coverage provided by Federal Insurance Company (Policy Number
FCPI35126732) will terminate on the later to occur of the
"Investment Date" (as defined in the Stock Purchase Agreement
between Rogers U.S. Holdings Limited and KBL Cable Inc. , Dated
August 9, 1988 as amended) and the expiry of Thirty (30) days from
the date of this letter.
Yours truAy,
David M. Gray
Manager
Commercial Lines Division
/mt
TT17T npl� �
11�L�®1V1
INC ORP ORATED
March 15 , 1989
Mr. Harvey Hardy
City Attorney
City of Cibolo
P. O. Box 88
Cibolo, TX 78108
U.S.A.
Dear Mr. Hardy:
As you know, Rogers U.S. Holdings Limited agreed
to transfer control of its U.S. cable holdings to KBL Cable
Inc. pursuant to a Stock Purchase Agreement dated August 9 , ,
1988 , as amended. This is to advise you that the transfer
of stock necessary to effectuate the transfer of control
under the Stock Purchase Agreement was completed on March 14 ,
1989 , thereby consummating the transfer of control. Enclosed
please find a Stock Power evidencing this transfer of control .
Very truly yours,
4582 South Ulster Street Parkway,Suite 405 Denver,Colorado 80237 303/771-0079
A subsidiary of Houston Industries Incorporated
POWER OF AT71ORNEY
ZD TRANSFER SIUM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto KBL CABLE, INC.
(name and address of transferee )
141 ,673 share(s) of the COMMON
number) — Capital
)
Stock of RCA CABLESYSTEMS HOLDING CO.
standing in. the name of the undersigned on the books of the said Corporation
represented by Certificate(s) No(s). C3 and C4
and hereby irrevocably constitutes and appoints
the Attorney of the undersigned to transfer the said share(s) on the books
of the said Corporation, with full power of substitution in the premises.
DATED at Toronto the
day of March 1989
1 3NATURESGUARANTEED BY ROGERS U.S. HOLDINGS LIMITED
r'iE TORONTO-DOMINION BANK
FRONTO DOMINION CENTRE BLkWji By:
';ING ST. W. & BAY ST.,
';:ONTO, ONTARIO, M5K IAZ
r -ten MANAGcR