HomeMy WebLinkAbout6.g. Ownership Change of Cable Television Franchise
EXECUTIVE SUMMARY
City Council Regular Meeting: December 18, 2018
AGENDA ITEM: Ownership Change of Cable Television
Franchise
AGENDA SECTION:
Consent
PREPARED BY: Emmy Foster, Assistant City
Administrator AGENDA NO. 6.g.
ATTACHMENTS: Resolution APPROVED BY: LJM
RECOMMENDED ACTION: Approval of Resolution to Transfer Cable Franchise
BACKGROUND
The owner of one of the cable television franchises in Rosemount, Charter Cable Partners, LLC, notified
the City this fall that it intends to transfer Rosemount’s and other franchises to Spectrum Mid-America,
LLC., which is another wholly owned subsidiary of the parent corporation.
Ownership changes typically require a review by the franchising authority. Because the proposed
reorganization is within the original owner, it is not necessary for the City to conduct an in-depth review of
the new owner’s fitness and finances. The new owner will be obligated to abide by the franchise whose
renewal the Council approved in June.
The attorney for the Apple Valley-Farmington-Rosemount Cable Commission has reviewed the matter
and has prepared a proposed resolution consenting to the transaction. The Cable Commission this month
voted 3-0 to recommend approval by each member’s City Council.
RECOMMENDATION
Staff recommends the City Council approve a resolution to transfer a cable franchise to Spectrum Mid-
America, LLC.
544487v1 RJV VS105-10 1
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2018 -
CONSENT TO TRANSFER
CABLE FRANCHISE
WHEREAS, Charter Cable Partners, LLC d/b/a Charter Communications, an indirect,
wholly-owned subsidiary of Charter Communications, Inc. (“Charter”) provides cable service in the
City of Rosemount, Minnesota (“City”);
WHEREAS, the City issued a cable communications franchise (the “Franchise”) authorizing
Charter to operate and maintain a cable communications system and provide cable service in the
City under terms and conditions specified in the Franchise and applicable law;
WHEREAS, Charter is the second largest cable operator in the US providing cable services
to approximately 16.14 million cable subscribers with operations in 42 states;
WHEREAS, in October, 2018, Charter filed an FCC Form 394 with the City seeking
approval to merge the Franchise-holder with Spectrum Mid-America, LLC (“Spectrum”), another
indirect, wholly-owned subsidiary of Charter;
WHEREAS, the Form 394, Exhibit 3, provides that, upon consummation of the merger,
Spectrum will become the Franchise-holder;
WHEREAS, the Form 394, Section V, Part II(c), provides that Spectrum:
Will use its best efforts to comply with the terms of the franchise and applicable state laws or
local ordinances and related regulations, and to effect changes, as promptly as practicable, in
the operation of the system, if any changes are necessary to cure any violations thereof or
defaults thereunder presently in effect or ongoing.
WHEREAS, the FCC Form 394, Exhibit 1, indicates that there is no single agreement or
instrument specifying the terms of the proposed merger and no document specifying such terms was
provided to the City;
WHEREAS, subsequent to filing the FCC Form 394, Charter has confirmed that Spectrum is an
existing indirect, wholly-owned subsidiary of Charter;
WHEREAS, under the terms of the Franchise and pursuant to Minnesota Statutes, Section
238.083, subds. 1 and 2, the proposed merger and resulting transfer of the Franchise “requires the
written approval of the franchising authority;”
WHEREAS, Minnesota Statutes, Section 238.083, subd.4, provides: “[t]he franchising authority
shall approve or deny in writing the [request],” and that “approval must not be unreasonably withheld.”
544487v1 RJV VS105-10 2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY AS FOLLOWS:
1. The foregoing recitals are incorporated by reference. The City consents to the merger and
resultant transfer of the Franchise as provided herein.
2. Charter shall notify the City in writing within ten (10) days of completion of the merger of the
Franchise-holder with Spectrum.
3. Spectrum shall reimburse the City’s legal fees and other costs incurred in review of the FCC
Form 394 in an amount not to exceed $500 within thirty (30) days of receipt of an invoice.
4. Except as specifically stated herein, the City makes no findings or representations regarding
the continuing validity and enforceability of the Franchise, nor any Franchise compliance
matters. The City expressly reserves and does not waive authority to enforce the Franchise
with respect to any Franchise violations or compliance matters whether arising before or after
the date of this Resolution, and whether known or unknown as of the date hereof.
5. This Resolution shall be effective upon adoption. Violation of this Resolution shall render
consent to the Transaction null and void. The City shall provide written notice of any
violation of this Resolution.
PASSED, ADOPTED AND APPROVED this 18th day of December, 2018.
William H. Droste, Mayor
ATTEST:
Erin Fasbender, City Clerk