3. Resolution 5613 - Cable Franchise Transfer. a City of Kalispell
Post Office Box 1997 - Kalispell, Montana 59903
Telephone: (406) 758-7701 Fax: (406) 758-7758
TO: Doug Russell, City Manager }X
FROM: Theresa White, City Clerk
SUBJECT: Resolution 5613 - Approving the transfer of Kalispell's cable
franchise from Bresnan Communications to Charter
Communications
MEETING DATE: April 1, 2013
BACKGROUND: On January 3, 2013, the City of Kalispell and Bresnan Communications,
d/b/a Optimum, signed a new franchise agreement for an effective period of ten years. Section
9.1 of the Franchise Agreement states no transfer of the franchise shall occur without the prior
consent of the City of Kalispell.
On February 7, 2013, Charter Communications agreed to purchase Optimum and transfer control
of Bresnan, the franchise, and the local cable system to Charter. The city attorney's office has
reviewed the request and has found no reason not to approve the franchise transfer and the
change of ownership.
RECOMMENDATION: It is recommended the City Council pass Resolution 5613
approving the change of control of the City of Kalispell's Cable Franchise from Bresnan
Communications, LLC d/b/a Optimum to Charter Communications, Inc.
FISCAL IMPACTS: There are no City fiscal impacts attached to this decision.
Respectfully submitted,
Theresa White
City Clerk
RESOLUTION NO.5613
A RESOLUTION APPROVING THE CHANGE OF CONTROL OF THE CABLE
FRANCHISE.
WHEREAS, Bresnan Communications, LLC ("Franchisee") owns, operates and maintains a cable
system (the "System") in the City of Kalispell, Montana, the Franchise Authority, (the
"City") pursuant to a Cable Franchise Agreement effective January 3, 2013 (as may have
been duly amended, the "Franchise"); and
WHEREAS, Charter Communications Operating, LLC, an indirect subsidiary of Charter
Communications, Inc. ("Charter") entered into a Purchase Agreement dated as of
February 7, 2013 (the "Agreement") with CSC Holdings, LLC ("CSC'), an indirect
parent of Franchisee, pursuant to which ultimate control of the Franchisee, the System
and the Franchise will transfer to Charter (the "Change of Control"); and
WHEREAS, CSC and Charter have requested consent of the City to the Change of Control, have
filed an FCC Form 394 with the City, and have provided all information required by
applicable law (collectively, the "394 Application"); and
WHEREAS, The City has reviewed the 394 Application and investigated the qualifications of
Charter and finds it to be a suitable transferee.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KALISPELL
AS FOLLOWS:
SECTION 1. The City hereby consents to the Change of Control effective as of the date of
the closing of the transactions contemplated under the Agreement (the
"Closing Date").
SECTION 2. The City confirms that (a) the Franchise is currently in full force and effect
and the Franchisee is the duly authorized holder of the Franchise, (b) the
Franchise represents the entire understanding of the parties and Franchisee
has no obligations to the City other than those specifically stated in the Franchise,
and (c) Franchisee is in compliance in all material respects with the provisions
of the Franchise.
SECTION 3. The City authorizes Charter to assign or transfer the Franchise and the System
to another subsidiary of Charter and to assign or pledge, or otherwise grant or
convey one or more liens or security interests in and to the Franchise and the
System, to any lender providing financing to Charter or its affiliates, in each case
without the consent of the City. The City further authorizes internal
reorganizations of Charter and its affiliates without the consent of the City so
long as ultimate control of the Franchise and the System remains with Charter.
SECTION 4. This Resolution shall become effective immediately upon passage by the City.
SECTION 5. This Resolution shall have the force of a continuing agreement with Franchisee
and Charter, and City shall not amend or otherwise alter this Resolution without the
consent of Franchisee and Charter.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL THIS I ST DAY OF APRIL, 2013.
Tammi Fisher
Mayor
ATTEST:
Theresa White
City Clerk