HomeMy WebLinkAbout3671 Resolution RESOLUTION NO. 3 CQ7 I
A RESOLUTION of the City of Pasco conditionally consenting to the transfer
of Franchisee Falcon Video Communications, L.P. from Charter Communications, Inc.
to CCH I, LLC and authorizing the City Manager to execute an agreement related
thereto.
WHEREAS, Falcon Video Communications, L.P. ("Franchisee") currently operates a cable
system under the terms and conditions of a cable franchise (the "Franchise Agreement") granted by the
City pursuant to Ordinance, as lawfully amended from time to time in accordance within the provisions
in such documents (collectively"Franchise Documents")and applicable law; and
WHEREAS, Charter Communications, Inc. ("Charter Communications") is the ultimate parent
company of Franchisee; and
WHEREAS, on May 23, 2015, Charter Communications, with its subsidiary CCH I, LLC
("New Charter"), entered into agreements with Advance/Newhouse Partnership ("A/N"), the ultimate
parent company of Bright House Networks, LLC ("BHN"), Time Warner Cable Inc. ("TWC"), and
Liberty Broadband Corporation("Liberty") (collectively"the Agreements"),the purpose of which are to
effectuate the acquisition of BHN and merger with TWC by and into New Charter("Transaction"); and
WHEREAS, if the Transaction is consummated, Charter Communications will merge with a
subsidiary of New Charter, and all shares of Charter Communications will be converted into shares of
New Charter, and New Charter will assume the name Charter Communications, Inc. ("Charter"); and
WHEREAS, pursuant to the Agreements, A/N, TWC shareholders, and Liberty will each hold
ownership interests in Charter; and
WHEREAS, the City has taken the position that the Franchise Documents provide that prior
approval of the City is required for the Transaction and Charter has disputed that position; and
WHEREAS, on August 3, 2015, Charter Communications and New Charter sent with the City
an FCC Form 394 (the "Application")pursuant to the federal Cable Act and FCC regulations, expressly
reserving its position that the Franchise Documents do not require prior approval of the City; and
WHEREAS, pursuant to the federal Cable Act and FCC regulations, the City is required to act
on the Application within 120 days of the City's receipt of a complete and accurate Application unless
the parties agree to an extension of that time period; and
WHEREAS, the City responded to the Application by letter to Charter Communications
requesting answers to a series of questions; and
WHEREAS, Charter Communications responded to the City's letter on September 1, 2015; and
WHEREAS, the 120-day deadline for the City to act on the Application is December 1, 2015, if
the Transfer Applications is deemed complete; and
WHEREAS, the City has reviewed the Application and examined the financial, technical, and
legal qualifications of New Charter in accordance with applicable laws and the Franchise Documents;
and
WHEREAS, Charter Communications and New Charter have agreed among other things that
following the completion of the Transaction, Franchisee and New Charter will continue to be bound by
and comply with, and be liable for any past failure of Franchisee to comply with all of the commitments,
duties, obligations, and liabilities under the Franchise Documents and all applicable federal, state and
local laws,to the maximum extent required by law; and
WHEREAS,the foregoing agreement is embodied in a Transfer Agreement by and between the
City and Charter Communications,New Charter, and Franchisee; and
WHEREAS, in reliance on the terms of the parties' Transfer Agreement and based upon the
City's review and examination of the Application, and in reliance upon the representations, documents,
and supplemental information provided by Charter Communications and Franchisee in connection with
the Transaction,the City is willing to grant its consent to the Transaction, subject to certain conditions.
NOW,THEREFORE BE IT RESOLVED by the City Council of the City of Pasco:
Section 1 The Application as described above is hereby granted and the City's consent to the
transaction is hereby given as of November 30, 2015, subject to the following conditions:
A. Charter Communications, New Charter, and Franchisee must execute the Transfer
Agreement in substantially the form attached hereto and deliver the executed copy of the
Transfer Agreement to the City Clerk no later than 5:00 p.m. PST on Wednesday, December 16,
2015.
B. The Transaction must be consummated on or before November 23, 2016, and on
terms that are not in any material respect different from those described in the Transfer
Agreement, the Application and other related materials provided to the City by Charter
Communications and the Franchisee; otherwise the City's consent provided herein shall by
voidable at the option of the City.
Section 2 If the foregoing conditions are satisfied, the City's grant of the Application and
consent to the Transaction shall be deemed given in accordance with applicable law. If any of the
aforementioned conditions is not satisfied, the City's grant of the Application and consent to the
Transaction shall be deemed denied as of 5:00 p.m. PST on December 1,2015 under applicable law.
Section 3 The City Manager is authorized to sign the Transfer Agreement.
PASSED by the City Council of the City of Pasco at its meeting this 30th day of November,
2015.
Matt Watkins,Mayor
A TE APP AS TO FORM:
404.
Leland B. Kerr, CityAttorney ra Clar ,City Clerk� --