HomeMy WebLinkAboutResolution No. 2000-046 Approving the Transfer of Control of KBL Cablesystems s �
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RESOLUTION APPROVING THE TRANSFER OF
CONTROL OF KBL CABLESYSTEMS OF THE SOUTHWEST, INC City Of Edina
THE CABLE TELEVISION FRANCHISEE, RESULTING FROM THE
MERGERS OF SUBSIDIARIES OF TIME WARNER,INC. AND
AMERICA ONLINE,INC. INTO AOL TIME WARNER,INC.
WHEREAS, on or about January 1, 1987, the City of Edina, Minnesota ("City") passed
and adopted Ordinance No. 1996-4, granting a Cable Television Franchise ("Franchise")
currently held by KBL Cablesystems of the Southwest, Inc. ("Franchisee"), a subsidiary of Time
Warner, Inc., doing business as Time Warner Cable(collectively, "TWI"); and
WHEREAS, on January 10, 2000, a certain Agreement and Plan of Merger ("Merger
Agreement") was made and entered into by and among TWI and America Online, Inc. ("AOL");
and
WHEREAS, the Merger Agreement contemplates the merging of a to-be-formed TWI
subsidiary and a to-be-formed AOL subsidiary with a parent holding company known as AOL
Time Warner, Inc. ("AOL Time Warner"); and
WHEREAS, TWI and AOL have requested consent by the City to these mergers and the
• resulting transfer of control of the Franchisee to AOL Time Warner; and
WHEREAS, under the Franchise and applicable state and federal law, the proposed
mergers and resulting transfer of control of the Franchisee require consent from the City; and
WHEREAS, the City has reviewed the proposed mergers, transfer of control, and the
legal, technical, and financial qualifications of AOL Time Warner; and
WHEREAS, based on information obtained and on the reports and information received
by the City from TWI and AOL, the City has found no reason to disapprove of the proposed
transfer of control of the Franchisee to AOL Time Warner.
NOW, THEREFORE,the City Council for the City resolves as follows:
L The Franchise is in full force and effect, and the Franchisee is the lawful holder of the
franchise.
2. The Franchisee will remain the lawful holder of the Franchise after consummation of
the mergers contemplated under the Merger Agreement.
3. The City hereby consents to and approves of the proposed transfer of control of the
Franchisee subject to:
a) Closing of the transaction contemplated within the Merger Agreement
pursuant to the terms and conditions described in information provided to the
City by TWI and AOL.
b) AOL Time Warner or the Franchisee notifying the City in writing of the
completion of the mergers and the transfer of control within thirty (30) days of
the date of closing.
City Hall 1 (612) 927-8861
4801 WEST 50TH STREET FAX(612)826-0390
EDINA,MINNESOTA 55424-1394 TDD(612)826-0379
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RESOLUTION APPROVING TRANSFER OF CONTROL KBL CABLESYSTEMS OF THE
SOUTHWEST, INC.
c) The Franchisee, within thirty (30) days of the date of closing, providing the
City with a signed acceptance of this Resolution in the form attached hereto
and incorporated herein by reference.
d) AOL Time Warner, TWI, or the Franchisee,within thirty (30) days of the date
of adoption of this Resolution, reimbursing the City for substantially all
reasonable costs, expenses, and professional fees related to the City's review
and action on the proposed mergers and the transfer of control.
4. The City hereby waives any right of first refusal which the City may have to purchase
the Franchise, or the cable television system serving the City,but only as such right of
first refusal applies to the request for approval of the mergers and the transfer of
control now before the City.
5. In the event the mergers of the TWI and AOL subsidiaries into AOL Time Warner
contemplated by the foregoing resolutions is not completed, for any reason, the City's
consent shall not be effective.
6. The City's approval of the transfer of control does not waive or diminish any lawful
authority of the City to require the provision of non-discriminatory access to the cable
system for providers of Internet access service, subject to applicable law. The City
and the Franchisee have not waived any rights, obligations, claims, defenses, or
remedies regarding the authority of the City to impose such conditions. Prior to the
enactment of any such requirement, the Franchisee shall be provided with reasonable
notice and an opportunity to be heard, including the right to present evidence on any
findings to be made by the City with respect to the need for such a requirement.
7. To the maximum extent permitted by all applicable local, state, and federal laws, this
• Resolution shall not be construed to in any way relieve the Franchisee nor limit the
Franchisee from any liability under the Franchise.
This Resolution shall take effect and continue and remain in effect from and after the date
of its passage, approval and adoption.
Approved this 18r'day of April, 2000.
ATTEST:
City Clerk �- Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify
that the attached and foregoing Resolution was duly adopted by the Edina City Council at its
Regular Meeting of April 18, 2000, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this day of 9 20_
City Clerk
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