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
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