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