RES 19-06CITY OF OTSEGO
RESOLUTION NO. 2019-06
CONSENT TO TRANSFER OF
CABLE FRANCHISE
WHEREAS, CC VIII Operating LLC d/b/a Charter Communications, an indirect, wholly-
owned subsidiary of Charter Communications, Inc. ("Charter") provides cable service in the City of
Otsego, 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 terns 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."
5444870 RJV Vs105-10
NOW, THEREFORE, BE IT RESOLVED BY THE CITY AS FOLLOWS:
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 28th day of January, 2019.
ATTEST:
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City Cleric
544487vl RJV VS 105-10
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Mayor