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HomeMy WebLinkAbout11/1/994:42 PMCONTaOL CW Resolution WHEREAS, the cable television franchise ("Franchise") of the City of Columbia Heights, Minnesota (*~ty~) is currently owned and operated by MediaOne North CenU~ Comw,,n~ Corp. CFranchisee"), an subsidiary of the ly~A,mt cocn__pany, MediaOne Group, Inc. ("MediaOne"); and WHl/kJ, ~Ong ~.~to.:mms~. control of Frsnchis~e to AT&T Corp. ("AT&T~) as a rmalt of a pxsst camplty kvel ~ pursuant to that ~rtain AgR~ment and Plan of M~ger dami May. 6, I~9~, (tlz '~AT&T Agns~")'; and VedEREAS, the AuthorlAy has r~c~ived a nxluest for ~ to th~ trans~ of control of Franchige ~x~m MediaOzz to AT&T ("MMiaOn~/AT&T Transfer"); and n.~W~.-EA~ no m of bre~h or default toilet the Fnnchis~ has been issued by Autho past 12 months and none is out_standing; and NOW, THEREI~Pdi, BE IT RK~OLVED, that the gOnclAT&T Transfer is lgr~y cobs~ta toiby the Authority and pmnitted comlitionsd upon: Execution and delivery of Acc~ AgreemnR acceptable to the Authority in the form sttp~-heCl hemre; or approvals relating to the MediaOm/AT&T transfer to the extem' provided by hw; ~ of a~ ~ :files: ~ in file Authority's review of the Ths azcc4s~dl closing of the Transaction described in the MaliaOne/AT&T' Non-waiver by Authority of any unknown yt~ existing franchise non-complim issues; Non-waiver by Autb:wity of any right to dispt~ here-to-date munglited fraw. hise fee payments; Non-waiver by Authority of say riSht to require frsnchi~ fee payments on future services delivered by AT&T via the cable system; Non-waiver by Authority of say ~ to pu..mse auy remedies available, whesher sm~d upon by Authority st the ~ of ~ approval, regardinS Fraw. hisee's compliance with customer service smaaatds or other customer service obligations; BE IT RBSOLVED FURTHER. that mXhi~ heroin shall be construed or interpreted to constitute any approval of, consent to or support for sny procee0ing c~.ffrenfly pending before the FCC, or any other federal, state, or local government waivers, authorizations or approvals, other than that transaction described above. BE IT RESOLVED. FURTIIER, tilt ~ !m, ein shall waive or diminish any hwful authority of Authority in the ~ to requ~ ,Frpncblsee to offer.~scfiminatory open access subject to ~le hw, nor shah ~ herei diminish or waive any, lawful rights of Franehisee regarding Authority's mlmii~ to ~ such ~ns. Prior:to the enacUnem of any nleh ~, Franchisee shall be provid~ reasombk notice and an oppo~unity to BE ff RESOLVED FURltilt, tl~ AT&T may, from time to time_, assign, grant or ot~wlse ctmvey o~e or more lira or s~rity ~ _~, ~ as~-ts, inclutnt its rights, oblilmiom all II~fits in aud to ll~ Fnnclie (il "Colilml") to ~ ~r providing fnmueinl to AT&T ("teured Parry"), from lime to time. Secured Party stroll tmve no duty to preserve the conlldmli~ty of the ~ proviaed in the Franchise with respect to any disclosure (a) to Secured Party's re~dtators, auditors or~mmrneys, (b) made pursuant to the order of any govc~~ authority, (c) consenml to by the Aumority or (d) awy of such information which was, prior to the date of such ~, disclosed by ~ Authority to any third party and such party is not subject to any confidemiality or $imilnr disclosure restriction with respect to such information subject, however, to each of the terms and conditions of the Franchise. ADOPTED this day of ,1999. U:~-,able~,ol-hts S14.~6~T&T Resolution 99 FLwpd 2 AND ACCEPTANCE AT& T Corp. CAT& T') and ~ North Central Commtmications Corp. C'Franchisee") and the City of Columbia Heights, Minnesota (Authority") make the following agreement on , 1999 for the purpose of tnal~ 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 Media0ne ~, Inc., ("MediaOne") to AT&T pursuant to certain agreements between MedL.,~)ne and AT&T, or its affiliates ("Change of Control''). AT&T acknowledges that Authority has consented to the Change of Control in rel'~mce ulm the represeWn_.tions;dw, j~ments, and information provided by AT&T and on the Form 394 submitted to Authority. AT&T and Franchisee acknowledges, accepts and agrees to the terms of Resohtion 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 acknowledges, acoe~'a~ agrees that, as of closing of the Change of Control, Franchisee will be subject to ~ terms and conditions of the Franchise of the Authority currently held byMediaOne ("Franchise"). AT&T and F~, from and atkr the ~ ofthe Change of Control, will act in accordance with the terms and oon~ztions of:ibis Agreement and Acceptance 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, MINNESOTA By: Its: U:~bteCoi4m 51456~AT&T ~ AND ~i'A!~B3.wpd