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Home My WebLink AboutCC-03-20-00-02 Cable Transfer, As AmendedRESOLUTION NO. C-/__- - 03 '" 2o- c.c__.,-c'__, ? CONSENT RESOLUTION OF CARMEL, INDIANA AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE WHEREAS, Time Warner Entertainment - Advance/Newhouse Partnership ("Franchisee") currently owns and operates the cable television system (the "System") operating in Carmel, Indiana (the "Franchise Authority") and is the duly authorized holder of a franchise permit, license, or other authorization granted by the Franchise Authority (as amended to date, the "Franchise"); and WHEREAS, Franchisee has entered into an agreement (the "Asset Exchange Agreement"), dated November 15, 1999, with Comcast Cablevision of Indianapolis, L.P. ("Comcasr') and. certain of its affiliates pursuant to which the Franchise will be assigned to Comcast (the "Transaction"); and WHEREAS, Franchisee and Comcast have requested consent by the Franchise Authority to the Transaction and have filed an FCC Form 394 (the "Transfer Application") with the Franchise Authority; and WHEREAS, the Franchise Authority has reviewed the transfer application, examined the legal, financial and technical qualifications of Comcast, followed all required procedures in order to consider and act upon the Transfer Application, and considered the comments of all interested parties; and WHEREAS, the Franchise is in full force and effect without default thereunder by Franchisee as of the date hereof in accordance with its terms and conditions as set forth therein, and Comcast has agreed to comply with the Franchise, as hereinafter clarified or modified, and applicable law from and after the completion of the transfer; and WHEREAS, the Franchise Authority and Comcast deem it appropriate to clarify or modify certain terms and conditions of the Franchise, with such c~arifications and modifications to take effect upon transfer of the Franchise to Comcast; and WHEREAS, the Franchise Authority believes it is in the interest of the Franchise Authority to approve the Transfer Application and the transfer of the Franchise to Comcast, as hereinafter clarified and modified, all as described in the Transfer Application. NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Transaction, all in accordance with the terms of the Franchise. Page Five of Five Pages [cb msword: ,appsl ,uscl dala ,ia~ ,c bass re? documclils',rcsoludolts-ccc\anictldauthamdtrauscablcl'railci,isc.doc:4/lO/O0} SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly granted or transferred to Franchisee, (b) the Franchise represents the entire understanding of the parties and Franchisee has no obligations to the Franchise Authority other than those specifically stated in the Franchise, and (c) Franchisee is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance known to the Franchise Authority 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 the Franchise Authority to cancel or terminate the rights thereunder, except upon the expiration of the full term of the Franchise. SECTION 3. The Franchise is modified or clarified as follows: All relevant and substantive provisions of the Franchise that refer to "AccuCable" shall hereinafter be deemed to refer to "Comcast Cablevision of Indianapolis, L.P.". (b) Section 5.1(3) is clarified to require all installations of new cable or existing cable to be underground in all areas of the City of Carmel ("City") where both telephone and electric utilities' facilities are underground. (C) Section 12(E)is clarified to require the staffing of an office within the City with at least one (1) customer service representative. With the exception of holidays, the office shall be open to serve subscribers Monday through Friday, from 9:00 a.m. to 5:00 p.m. (d) Comcast commits to offer commercial cable advertising for a local zone which shall include, initially, the City, Hamilton County, Zionsville and the surrounding areas of Boone County. Comcast may, in its discretion, modify this zone as customer requirements, demographics or the engineering capabilities of its system change. Before any modifications are made to the local zone, Comcast shall provide sixty (60) days notice to the City of such modifications. (e) Section 4.C is modified to reduce the density requirement for serving customers within the City from 40 homes per mile of cable plant to 20 homes per mile of cable plant where technologically and economically feasible. (f) Comcast commits to provide at least a 750 MHZ hybrid fiber optic coaxial system no later than two (2) years after the effective date of the transfer of the Franchise. (g) Comcast commits to deliver digital services over the System no later than two (2) years after the effective date of the transfer of the Franchise. (h) Comcast commits to offer high speed Internet access service over the System no later than two (2) years after the effective date of the transfer of the Franchise. Page Two of Five Pages [cb ulsx~ord appsl uscr d,ila,lav. cbass ul.',docunlcnts rcsolutions-ccc amclldautha:lldtranscablcfral~chiscd°c~4 10,00] (i) Comcast commits to providing notice of intended channel realignments or modifications, or changes in its rates to its subscribers and the City at least thirty (30) days in advance of such action, all in accordance with the regulations of the Federal Communications Commission ("FCC"). (j) Comcast commits to meeting or exceeding FCC engineering specifications on all channels, including access channels, thereby improving signal quality where needed as soon as technically feasible. (k) Section 16.E, as amended by Resolution CCll-20-95-01, is modified to require Comcast to provide two (2) access channels, one of which shall be allocated for educational use and one of which shall be allocated for governmental use. Comcast commits to provide technical advice to the City with regard to the production of local programming. (m) Section 2.13. is modified to provide that "gross annual receipts" means any and all revenues received from Comcast's subscribers within the City, exclusive of advertising, installation, maintenance fees, franchise fees and any taxes on services furnished by Comcast imposed directly upon any subscriber or user by federal, state, city or other governmental unit and collected by Comcast on behalf of a governmental unit. (n) Section 4.D is stricken, and in its place the following language is to be inserted: City reserves the right to grant one or more additional Franchises to provide cable services within the City. Provided, however, if any such franchise, in the opinion of Comcast, contains terms or conditions more favorable or less burdensome to the operator than those contained herein, Comcast may give written notice to the City of such terms or conditions Comcast believes to be more favorable or less burdensome. Upon receipt of such notice, City agrees to modify this agreement to include such terms if Comcast agrees also to include any terms more favorable to City or more burdensome to Comcast. (O) Section 3 is modified to provide that the term of Agreement shall extend to December 16, 2015. SECTION 4. Following the Transaction, Comcast may transfer the System and/or the Franchise, or control related thereto, to any entity controlling, controlled by, or under common control with Comcast. SECTION 5. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating thereto, as collateral for a loan. O~dmance No. Page Three of Five Pages {eb ms~orcl appsl u~cr dala la~ c bas,, my documents resolutions-ccc amendatfihamdtranscablefranchise cloc4,'1000] SECTION 6. This Resolution shall be .deemed effective for purposes of the Transaction upon the consummation of the transactions contemplated by the Asset Exchange Agreement. SECTION 7. This Resolution shall have the force of a continuing agreement with Franchisee and Corncast, and the Franchise Authority shall not amend or otherwise alter this Resolution without consent of Franchisee and Comcast. SECTION 8. The Franchise Authority releases Franchisee, effective upon the consummation of the Transactions contemplated by the Asset Exchange Agreement, from all obligations and liabilities under the Franchise that accrue on and after the consummation of the Transactions contemplated by the Asset Exchange Agreement; provided that Comcast shall be responsible for any obligations and liabilities under the Franchise that accrue on and after the consummation of the Transactions contemplated by the Asset Exchange Agreement. PASSED, ADOPTED AND APPROVED this/,~ day of April, 2000. ATTEST: Clerk ~~~~~~~~~m~~~~~~~~~~~~~~m~~~~m~~~~m~~~~~~~m~~~~~~~~m~~m~m~~~~~~~~~~~~~~~~~~m~~~~~~~~~~~~~~~~~~~m I, the undersigned, being duly appointed, qualified and acting Clerk of the ~l"c'~r hereby certify that the foregoing Resolution No. CC'0~'2-o-c~-~7-is a true,r ct and Clerk 2~OMIM, ON COUNCIL FOR THE CI~ CAR L A T T E T .~~,~.,~,~., Page Four o~' Five F'ages [cb.msv. ord ,,uppsl ,user data,lay, e bass,my documcil|s',resoludozis<cc\anielidauthanldtraziscablel'raildfise.doc:4;lO/O0] 'O "titday of (L4pf( ~' Presented by me to the Mayor of the City of Carmel, In 'ana, on the / ,2000. .~<C~~ler~- Diana L. Cordray, IAM Treasurer 2000. Approved by me, Mayor of the City of Carmel, Indiana, this//-~ay of J I~ainard, Mayor ATT~ Diana L. Cordray, I reasurer Page Five of Five Pages [cb ms',~.ord. appsl tl:,cr dala la~, c bass,r|y docunlcms resolulions-ccc,anleudauthantdtra~lscablcfranchise.doc:4/10"00]