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