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HomeMy WebLinkAboutResolution 99-91RESOLUTION NO. 99-91 RESOLUTION ~CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSnw ~VrERF~TS ~N A CABII~J TELEVISION FRANCFII~E TO AT&T CORP., OR AFFILIATES THEREOF WHEREAS, the cable television franchise ("Franchise") of the City of Columbia Heights, Minnesota ("Authority") is currently owned and operated by MediaOne North Central Communications Corp. ("Franchisee "), an subsidiary of the parent company, MediaOne Group, Inc. ("MediaOne"); and WHEREAS, MediaOne intends to transfer control of Franchisee to AT&T Corp. (" AT&T") as a result of a parent company level merger pursuant to that certain Agreement and Plan of Merger dated May 6, 1999, (the "MediaOne/AT&T Agreement"); and WHEREAS, 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 WHEREAS, no notice of breach or default under the Franchise has been issued by Authority within the past 12 months and none is outstanding; and WHEREAS, the Authority has determined that subject to certain conditions which must be met, AT&T possesses the requisite legal, technical and financial qualifications. NOW, THEREFORE, BE IT RESOLVED, that the MediaOne/AT&T Transfer is hereby consented to by the Authority and permitted conditioned upon: Execution and delivery of Acceptance Agreement acccpnble to the Authority in the form attached hereto; Securing all necessary federal, state, and local government 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 transaction as required by Franchise; The successful 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; and 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 compliance with customer service standards or other customer service obligations. BE IT RESOLVED FURTHER, that nothing herein shall be construed or interpreteLl to constitute any approval 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 transaction described above. BE IT RESOLVED FURTHER, that nothing herein shall waive or diminish any lawful authority of Authority in the future to require Franchisee to offer nondiscriminatory open access subject to applicable law, nor shall anything herein diminish or waive any lawful rights of Franchisee regarding Authority's authority to impose such conditions. Prior to the enactment of any such requirement, Franehisee shall be provided with reasonable notice and an opportunity to be heard. 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. Secured Party shall have no duty to preserve the confidentiality of the information provided in the Franchise with respect to any disclosure (a) to Secured Party' s regulators, auditors or attorneys, Co) 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 confidentiality or similar disclosure restriction with respect to such information subject, however, to each of the terms and conditions of the Franchise. ADOPTED this 8th day of November, 1999. Offered by: Jolly Seconded by: Szurek Roll Call: All Ayes William Elrite, City Clerk 2