HomeMy WebLinkAboutResolution No. 2002-48RESOLUTION NO. 2002-48
A RESOLUTION GRANTING THE CONSENT OF THE
CITY OF COLUMBIA HEIGHTS, MINNESOTA TO THE TRANSFER
OF CONTROL OF THE CABLE TELEVISION FRANCHISE
AND CABLE TELEVISION SYSTEM FROM
AT&T CORPORATION TO AT&T COMCAST CORPORATION
WHEREAS, MediaOne of Columbia Heights, Inc., d/b/a AT&T Broadband
("Franchisee") holds a franchise (the "Franchise") to operate a cable television system ("the
System") in Columbia Heights, Minnesota pursuant to Chapter 11 of the City Code, as amended
(the "Franchise Ordinance") and is an indirect subsidiary of AT&T Corp. ("AT&T");
WHEREAS, after a series of transfers, Franchisee was approved by Columbia Heights,
Minnesota ("City") as the Franchise holder, pursuant to prior transfer resolutions (the "Prior
Transfer Resolutions"). The Prior Transfer Resolutions, the Franchise, and the Franchise
Ordinance, together with any applicable resolutions, codes, ordinances, acceptances,
acknowledgments, guarantees, amendments, memoranda of understanding, social contracts and
agreements, are collectively referred to as the "Franchise Documents"; and
WHEREAS, Franchisee is a wholly-owned subsidiary of AT&T Corp. ("AT&T"); and
WHEREAS, AT&T, the ultimate parent corporation of Franchisee, and Comcast
Corporation have agreed to combine AT&T's and Comcast Corporation's respective cable
television systems in a new company incorporated in Pennsylvania as AT&T Comcast
Corporation (the "Proposed Transaction"); and
WHEREAS, under the Proposed Transaction, the Franchisee will continue to hold the
Franchise and to operate the System, but Franchisee's ultimate parent company will be different
and, consequently, the ultimate ownership of the Franchise will change as well; and
WHEREAS, AT&T filed a copy of Federal Communications Commission Form 394,
together with certain attached materials with the City on March 5, 2002, which materials more
fully describe the proposed merger and which form, with its attachments, contains certain
promises, representations and warranties by Franchisee, Comcast Corporation and AT&T
Comcast Corporation (the "Transfer Application"); and
WHEREAS, Franchisee, and Comcast Corporation, through its Comcast Cable
Communications, Inc. subsidiary, provided written responses to some of the data requests issued
by the City (the "Data Request Response") and
WHEREAS, Section 11.103(6)(B) of the Franchise Ordinance requires the City's prior
consent to a fundamental corporate change, including a merger or a change in Franchisee's
parent corporation; and
WHEREAS, the City has reviewed the Transfer Application and considered all
applicable and relevant factors; and
WHEREAS, in reliance upon the representations made by and on behalf of Franchisee,
Comcast Corporation, AT&T and AT&T Comcast Corporation, the City is willing to grant its
consent to the Proposed Transaction, so long as those representations are complete and accurate;
and
WHEREAS, the City's approval of the Proposed Transaction is therefore appropriate if
the Franchisee will continue to be responsible for all acts and omissions, known and unknown,
under the Franchise Documents and applicable law for all purposes, including (but not limited
to) Franchise renewal.
NOW, THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF
COLUMBIA HEIGHTS, MINNESOTA AS FOLLOWS:
Section 1. The City's consent to, and approval of the Transfer Application is hereby
GRANTED in accordance with the Franchise Ordinance, subject to the following conditions:
1.1
Neither the Franchise, nor any control thereof, nor the System, nor any part of the
System located in the City's public rights-of-way or on City property, shall be
assigned or transferred, in whole or in part, without filing a written application
with the City and obtaining the City's prior written approval of such transfer or
assignment, but only to the extent required by applicable law.
1.2
The City's approval of the Transfer Application is made without prejudice to, or
waiver of, the City's right to fully investigate and consider during any future
franchise renewal process: (i) Franchisee's financial, technical, and legal
qualifications; (ii) Franchisee's compliance with the Franchise Documents; and
(iii) any other lawful, relevant considerations.
1.3
The City's approval of the Transfer Application is made without prejudice to, or
waiver of, any fight of the City to consider or raise claims based on Franchisee's
defaults, any failure to provide reasonable service in light of the community's
needs, or any failure to comply with the terms and conditions of the Franchise
Documents, or with applicable law.
1.4
The City waives none of its fights with respect to the Franchisee's compliance
with the terms, conditions, requirements and obligations set forth in the Franchise
Documents and in applicable law. The City's approval of the Transfer
Application shall in no way to deemed a representation by City that the
Franchisee is in compliance with all of its obligations under the Franchise
Documents and applicable law.
1.5
After the Proposed Transaction, Franchisee will be bound by all the
commitments, duties, and obligations, present and continuing, embodied in the
Franchise Documents and applicable law. The Proposed Transaction will have no
effect on these obligations.
1.6
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1.15
1.16
After the Proposed Transaction is consummated, the Franchisee will continue to
be responsible for all past acts and omissions, known and unknown, under the
Franchise Documents and applicable law for all purposes, including (but not
limited to) Franchise renewal to the same extent and in the same manner as before
the Proposed Transaction.
Nothing in this Resolution amends or alters the Franchise Documents or any
requirements therein in any way, and all provisions of the Franchise Documents
remain in full force and effect and are enforceable in accordance with their terms
and with applicable law.
The Proposed Transaction shall not permit Franchisee, or AT&T Comcast
Corporation to take any position or exercise any right with respect to the
Franchise Documents and the relationship thereby established with the City that
could not have been exercised prior to the Proposed Transaction.
The Franchisee will continue to abide by all terms of the Franchise Documents
and applicable law after the Proposed Transaction, and will continue to assume
the existing obligations, liabilities and responsibility for all acts and omissions
under the Franchise Documents and applicable law, known and unknown,
including (but not limited to) all acts and omissions of its predecessors in interest
to the same extent as before the Proposed Transaction.
The City reserves all of its rights with respect to Franchisee's future compliance
with the terms, conditions, requirements and obligations set forth in the Franchise
Documents.
The City is not waiving any rights it may have to require franchise fee payments
on present and future services delivered by Franchisee via the System.
The City is not waiving any right it may have related to any open access issue.
The City's approval of the Proposed Transaction and Transfer Application shall
not constitute a waiver or release of any of the rights of the City under the
Franchise Documents and applicable law, whether arising before or after the date
of consummation of the Proposed Transaction.
MediaOne Group, Inc., acknowledges that Franchisee will be responsible for
performance of the obligations required by the Franchise Ordinance, and
MediaOne Group, Inc., further acknowledges its obligations to take no action to
prevent Franchisee from fulfilling its aforesaid obligations.
MediaOne Group, Inc., assures that it will cause to be made available adequate
financial resources to allow Franchisee to meet its current obligations under the
Franchise Ordinance and enable Franchisee to maintain through 2005 the current
operational and customer service levels taken as a whole.
The Franchisee represents and warrants that the Proposed Transaction and the fact
that as a result thereof AT&T Broadband and Comcast Corporation are thereby
merged will not result in any increase in subscriber rates; provided, however, that
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the Franchisee reserves the right to make lawful changes in subscriber rates in the
ordinary course of business.
Section 2.. If any of the conditions or requirements specified in this Resolution are not
satisfied, then the City's consent to, and approval of, the Transfer Application and Proposed
Transaction is hereby DENIED and void as of the date hereof.
Section 3. The Franchisee shall reimburse the City in accordance with prior agreements
with the Franchisee. The City will present a single invoice to the Franchisee itemizing the costs
and expenses incurred. The Franchisee shall remit payment for such costs and expenses within
thirty (30) days of its receipt of the invoice. Such payment shall be made directly to the City,
and not through payment to any other entity. The Franchisee shall not assert its right to claim
that the reimbursement made under this Resolution shall be considered a franchise fee.
Section 4. If any of the oral or written representations made to the City by (i) the
Franchisee, (ii) Comcast Corporation (iii) AT&T Comcast Corporation or (iv) any subsidiary or
representative of the foregoing prove to be materially incomplete, untrue or inaccurate in any
respect, it shall be deemed a material breach of the Franchise Documents and applicable law,
including, without limitation, revocation or termination of the Franchise.
Section 5. This Resolution shall not be construed to grant or imply the City Council's
consent to any other transfer or assignment of the Franchise or any other transaction that may
require the City's consent under the Franchise Ordinance, or applicable law. The City reserves
all its rights with regard to any such transactions.
Section 6. This Resolution is a final decision on the Transfer Application within the
meaning of 47 U.S.C.§ 537.
Section 7. The transfer of control of the Franchise from AT&T to AT&T Comcast
Corporation shall not take effect until the consummation of the Proposed Transaction.
Section 8. This Resolution shall be effectively immediately upon its adoption of the City.
Adopted by the Columbia Heights City Council this 22nd day of July, 2002.
Passed this 22nd day of July, 2002.
Offered by: Williams
Seconded by: Szurek
Roll Call: Ayes: Nawrocki, Peterson, Szurek, Williams, Wyckoff /~
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