HomeMy WebLinkAboutResolution 98-02RF.8OLUTION 98- 02
BEING A RESOLUTION
APPROVING ~ TRANSFER OF CONTROL OF AND
CERTAIN OWNF, RSmP.~ ~TS IN A
CABI~ TELF-VISION FRANCHasPs: TO CCTC HO~J}INGS, INC.
WHEREAS, the City of Columbia Heights ("City") is authorized to undertake all tasks necessary to
coordinate, administer, and enforce the franchise;
WHEREAS, approval of a request for consent to transfer control of and certain ownership interests in a
cable television franchisee requires amendment to the franchise;
WHEREAS, on or about July 15, 1997, CCTC Holdings, Inc. ("CCTC") submitted FCC 394,
"Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television
Franchise" ("FCC 394");
WHEREAS, the FCC 394 requests consent for CCTC and/or certain subsidiaries thereof to acquire
ownership of Group W Cable of Columbia Heights, Inc., dFo/a Meredith Cable (*Meredith"), a wholly owned
subsidiary of North Central Communications Corporation CNCCC"), a wholly owned subsidiary of MediaOne
of Delaware, Inc., ("MediaOne"), a wholly owned subsidiary of US West Media Group, Inc., a wholly owned
subsidiary of US West, Inc. ("US West");
WHEREAS, the FCC 394 request more generally indicated that CCTC and/or subsidiaries thereof seek
to acquire complete ownership and control of NCCC and all subsidiaries thereof including all entities d/b/a
Meredith Cable;
WHEREAS, legal counsel for the City has conducted a complete and thorough review of FCC 394 and
certain supporting documentation, requested additional information related to these transactions, was provided
portiota of the additional information requested, and engaged in numerous discussions, meetings, and exchanges
of correspondence related to these wansactions;
WHEREAS, legal counsel for the City prepared and submitted to the City a thorough and detailed Report,
Analysis and Conclusions dated October 29, 1997 ("Report");
WHEREAS, the Report concluded that there were the following ret_..~nable bases for withholding consera
to the FCC 394 request and thereby denying those transactions subject to the jurisdiction of the City:
The existence of a Non-Competition Agreement in violation of the spirit and intent of federal law
and direct contravention of the FCC Order regarding the divestiture of the systems;
be
Failure to provide adequate documentation of a financial plan for the purpose of analyzing its
reasonableness and economic viability;
Failure to provide sufficient financial guarantees regarding the ongoing operation and capital
expenditures required of the cable systems and associated franchises; and
ds
Failure to demonstrate that the entity which will provide all management services, Charter
Communications, Inc., on behalf of CCTC is obligated to or otherwise will continue to provide
management services during the term of CCTC's ownership of the cable systems, if any.
WHEREAS, CCTC and Charter Communications, Inc., ("CCF'), its managing entity and representative in
the transfer review process, have provided to the reasonable satisfaction of City's legal counsel the following
agreements, representations end guarantees in respong to the above bases for withholding consent:
CCTC has agreed to waive any rights it may have related to the Non-Competition Agreement
referenced in the Report.
b,
The CCTC guarantee of performance of the franchise will be supplemented with a guarantee of
performance ~'om CCI acceptable in form and substance to City's legal counsel.
CCI has agreed not to withdraw as manager of the system serving the City for as long as CCI is in
an equity ownership position of the systems.
NOW, THEREFORE, BE IT RESOLVED THAT, the City hereby:
Accepts the Report but concurs with legal ~mnse!'s subsequent recommendation to consent to the
consummation and closing of the warsactions contemplated in and consistent with FCC 394,
specifically conditioned upon receipt of written confirmation of the agreements of CCTC and CCI
delineated above; and
FURTHER, specifically conditions this approval upon the reimbursement of all City's expenses
associated with the evaluation and approval of this transaction; and
FURTHER, reserves unto itself the opportunity to review and adopt, modify, or reject the final
written report of legal counsel, consistent with this Resolution, and, if adopted, made a part of
the record hereof.
Passed this ~thday of .~,,~y ,1998.
Offered by: Ruett i'mann
Seconded by: Szurek
Roll Call: All ayes
~Student, Council Secretary
Gsr~yPer~~or' Pro-tem