HomeMy WebLinkAbout20003177.tiff RESOLUTION
RE: TRANSFER AND EXCHANGE OF CABLE TV FRANCHISE FROM COMCAST
COLORADO HOLDINGS, LLC TO AT&T CORP.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado; and
WHEREAS, by Resolution dated April 24, 2000, Comcast Colorado Holdings, LLC, is
duly authorized as a transferee, to operate and maintain a cable communications system in
Weld County pursuant to the terms and conditions of a franchise originally granted by
Resolution of the Board of County Commissioners on February 26, 1996; and
WHEREAS, Comcast Corporation, the ultimate parent of Comcast Colorado Holdings,
LLC, and AT&T Corp., are parties to an Asset Exchange Agreement dated as of August 11,
2000, ("the Exchange Agreement"). The Exchange Agreement provides for one or more
intermediate transfer(s)of the System and the Franchise to an affiliate of Comcast Colorado
Holdings, LLC ("the Intermediary"), and transfer of control of the Intermediary to TCI Atlantic,
Inc. ("Transferee"), a subsidiary of AT&T Corp., at the closing of the transactions contemplated
under the Exchange Agreement; and
WHEREAS, pursuant to the provisions of the Exchange Agreement, Comcast Colorado
Holdings, LLC, now requests the transfer of its franchise to the subsidiary of AT&T Corp., TCI
Atlantic, Inc.; and
WHEREAS, the Form 394 application by AT&T Corp., requesting the approval of the
transfer of the franchise has been filed with the Board of County Commissioners.
NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado:
SECTION 1
County hereby consents to the assumption by TCI Atlantic, Inc., a subsidiary of AT&T
Corp., of all of the duties and obligations under this Franchise.
SECTION 2
County acknowledges that as of the date hereof, the franchise is in full force and effect,
the same as is held by, and the rights and privileges granted thereunder, inuring to the benefit
of Comcast Colorado Holdings, LLC. County knows of no fad or circumstance at this time
which constitutes or which, with the passage of time or the giving of notice or both, would
constitute a material default or breach under the Franchise or would allow County to cancel or
terminate the rights thereunder, except upon the expiration of the term of the franchise.
2000-3177
ORD94
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RE: TRANSFER AND EXCHANGE OF CABLE TV FRANCHISE FROM COMCAST
COLORADO HOLDINGS, LLC, TO AT&T CORPORATION
PAGE 2
SECTION 3
That the approval hereby granted is given pursuant to the terms and provisions of the
franchise, but does not, however, constitute and shall not be construed to constitute a
disclaimer or waiver of any rights granted or any duties or obligations imposed by the franchise,
except as provided herein.
SECTION 4
That the franchise currently held by Comcast Colorado Holdings, LLC, was duly and
legally adopted and approved by the County, and that said franchise is hereby validated,
ratified, and confirmed.
SECTION 5
That AT&T Corp., or TCI Atlantic, Inc., or both, shall be controlled at all times during its
operation, installation, and maintenance of the system pursuant to the franchise by all
provisions of said Ordinance No. 94, 94A, and 94B, as amended, and that any such terms of
said ordinance are incorporated herein as if fully restated.
SECTION 6
That AT&T Corp., or TCI Atlantic, Inc., or both, shall not assign the franchise granted
herein, or any right or interest contained therein, without the written consent of County;
provided, however, that AT&T Corp., or TCI Atlantic, Inc., or both have the right to assign,
mortgage, or pledge the franchise as collateral security for any loan to purchase and/or operate
the cable television system.
SECTION 7
That the sections of this Resolution are hereby declared to be severable, and if any
section, provision, or any part hereof shall be held to be unconstitutional or invalid or
unenforceable, such section, provision, or part shall be fully severable and this Resolution shall
be construed and enforced as if such section, provision, or part never comprised a part hereof
and the remaining sections, provisions, and parts hereof shall remain in full force and effect and
shall not be affected by any unconstitutional or invalid or unenforceable section, provision, or
part, or by its severance herefrom.
SECTION 8
That the transfer of this franchise shall become effective upon the closing of the
transactions contemplated under the Exchange Agreement, and upon AT&T Corp. or the
appropriate subsidiary of AT&T Corp. giving written notice to the County within 30 days of the
completion of the transactions that the transactions have been completed.
2000-3177
ORD94
RE: TRANSFER AND EXCHANGE OF CABLE TV FRANCHISE FROM COMCAST
COLORADO HOLDINGS, LLC, TO AT&T CORPORATION
PAGE 3
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of December, A.D., 2000.
BOARD OF COUNTY COMMISSIONERS
I`,I W D COUNTY, COLO DO
ATTEST: A�
Barbara J. Kirkmeyer, Chair
Weld County Clerk to ty- = 1
%sQi' , M. J. �ile, Pro-Tem
BY: �. [ •
Deputy Clerk to the' �"� � fff
orge . Baxter
OV AS T •
Dale K.
Hall S
Glenn Vaa
2000-3177
ORD94
MEMORANDUM
TO: Weld County Board of Commissioners December 15, 2000
FROM: Cyndy Giauque, Assistant County Attorney
• . SUBJECT: Transfer and Exchange of Cable TV Franchise from
Comcast Colorado Holdings, LLC to AT&T Corp.
Attached is a proposed resolution for placement on the agenda for December 18, 2000.
Comcast Colorado Holdings, LLC, currently holds a franchise which was originally granted
February 26, 1996, for a term of 15 years. The area currently covered by this franchise is
relatively small, and includes Parkland Estates, and the areas around Longmont and Erie.
Although Comcast's franchise results in a fairly small area of service in Weld County, the
company apparently holds major markets in the eastern United States. AT&T Corp. holds
relatively small markets in the eastern United States. The two companies have therefore
agreed to an exchange where AT&T will take Comcast's market in Weld County and several
other small areas in Colorado and elsewhere, and Comcast will take AT&T's market in specified
areas in the east. These are the facts underlying this franchise transfer proposal.
The request for approval was submitted, pursuant to the requirements of the Franchise
Agreement, which states in part:
"Upon receipt of all requested information, the County shall render a final written
decision on the request within 120 days of the request. If the County fails to render a
final decision on the request within 120 days, such request shall be deemed granted
unless the requesting party and the County agree to an extension of time."
I recommend approval of the request. If you have any questions, I am available.
2000-3177
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