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HomeMy WebLinkAbout11/1/994:37 PMResolution ~UTION CONSENTING TO THE TRANSFER OF CONTROL Oie AND CERTAIN OWN~~ :INTERESTS IN A CAiI. Jic TELEVlSl(~ FItANCIiISg TO AT&T CORP., OR AFFILIATES TI~REOF WHERt~S, the cable television franchise ("Franchise") of the City of Columbia Heights, Minnesota ("~ty") is currently owned and opera~ by MediaOne North Central Communicatio~ Corp. CFnmchisee"), an subsidiary of the parent company, MediaOne Group, Inc. ("MediaOne"); and WH~, .M!liaDne intends to .trans~ control of Franchisee to AT&T Corp. ('AT&T") as a result of a parent company level m~rger pursuant to that cemin Agreement and Plan of Merger dated May 6, 1999, (the "MediaOne/AT&T Agreement"); and WH~, the Authority has received a request for consent to the transfer of control of Franchisee from MediaOne to AT&T ("MediaOne/AT&T Transfer"); and WHEIF'.t~AS, no notice of breach or default under the Franchise has been issued by Authority witln the past 12 months and none is outstanding; and WHEReaS, the Authority has determined that subject to certain condie~ns which must be met, AT&T possesses the requisite legal, technical and financial qualifications; NOW, THEREFORE, BE IT RF~c, OLVED, thatthe ModiaOne/AT&T Transfer is hereby Execution and delivery of Acc.,~ Agreement acceptable to the Authority in the form stt~.be~ hereto; Securing all nece'~sary federal, state, and local governmere waivers, authorizations, or approvals relating to the MediaOne/AT&T transfer to the extent provided by law; Reimbursement of all reasonable fees incurred in the Authority's review of the proposed tramaction as required by Franchise; The successtiff closing of the Transaction described in the MediaOne/AT&T Agreement; Non-waiver by Authority of any unknown yet existing franchise non-compliance issues; Non-waiver by Authority of any right to dispute here-to-date unaudited franchise fee payments; Non-waiver by Authority of any right to require franchise fee payments on future services delivered by AT&T via the cable system; Non-waiver by Authority of any right to pursue any remedies available, whether acted upon by Authority at the time of this approval, regarding Franchisee's compliatr..e with customer service standards or other customer service obligations; BE IT RESOLVED FURTHER, that nothing herein shall~he construed or interpreted to constitute any nl~provai of, consent to or support for any proceeding currently pending before the FCC, or any other federal, state, or local government waivers, authorizations or approvals, other than that tra-'naction described above. BE IT I~Y_,SOLVED FURTHER, that nothing herein shail waive or diminish any lawful authority of AIsthority in the fringe to require .Franchis~ to offer nondiscriminatory open access subject to .sl~jcable law, nor shall anything IRwin diminish or waive any lawful rights of Franchisee rq~ding Authority's authority to impose such conditions. Prior to the enactment of any such requ~, Franchisee shah he provided with r-~sonable notice and an opportunity to BE IT RESOLVED FURTHER, that AT&T may, from time to time, assign, grant or otherwise convey one or more liens or security interests in. its assets, including its rights, Obligations and benefits in and to the Franchise (the "Collateral") to any lender providing financing to AT&T ("Secured Party"), from time to time. Secm-ed Party shall have no duty to preserve the can~dentiaiity of the information provided in the Franchise with respect to any disclosure (a) ID Secured Party 's regulators, auditors or attorneys~ (b) made pursuant to the order of any governmental authority, (c) consented to by the Authority or (d) any of such information which was, prior to the date of such disclosure, disclosed by the Authority to any third party and such party is not subject to any con~dentiality or similar disclo.sure restriction with respect to such information subject, bowever, to each of the terms and conditions of the Franchise. ADOFrED this day of ,1999. U:'~cable~Col-hts 514S6~AT&T Resolution 99 ~.wl~i Administrator 2 AGREEMENT AND ACCEPTANCE A T & T Corp. (" A T & T') and MediaOne North Central Communications Corp. CF ranchisee") and the City of Columbia Heights, Minnesota (Authority") make the following agreement on , 1999 for the purpose of making certain agreements and confirming acceptance of:a Resolution adopted by the Authority consenting to the change of control of the Franchisee and its cable Franchise from MediaOne Group, Inc., ("MediaOne") to AT& T pursuant to certain agreements between MediaOne and AT&T, or its affiliates ("Change of Control"). AT&T acknowledges that Authority has consented to the Change of Control in reliance upon the representations; documents, and 'information provided by AT&T and on the Form 394 submitted to Authority. AT&T ami Franchisee acknowledges, accepts and agrees to the terms of Resolution No. of Authority consenting to the Change of Control and agree that any closing of the Change of Control will be in accordance therewith. AT&T a~knowledges, a~cepts and agrees that, as of closing of the Change of Control, Franchisee will be subject to the terms and conditions of the Fninchise of the Authority currently held by'Media(he ("Franchise"). AT&T and Franchisee, from and after the closin$ of the Change of Control, will act in accordance with the terms and conditions ofthis'Agreement and AccepUmce and will not act inconsistent with the terms and conditions contained in the Franchise. AT&T CORP. By: Its: MEDIAONE NORTH CENTRAL COMMUNICATIONS CORP. By: Its: CITY OF COLUMBIA HEIGHTS, MII~SOTA By: Its: U:kmbis\Col-hts 51456'~T&T Ai3REBI~IENT AND ACA.3aq'ANCE3.wpd