CITY COMMISSION AGENDA ITEM

Department:	City Attorney’s Office		Commission Meeting Date:  January 3, 2017
Staff Contact:	Randall F. Larkin
Recommendations/Options/Action Requested:
Adopt Resolution No. 7182, approving the transfer from WOW! to Midco of the City’s Telecommunications Franchise Contract, subject to the conditions set forth in the resolution, if appropriate.
Executive Summary:		WOW! currently operates in the City under a Telecommunications Franchise Contract with the City and a State-issued Video Service Provider Authorization. On October 20, 2016, WOW! entered into an Asset Purchase Agreement with Midco, whereby WOW! agreed to transfer and assign all assets  of its Lawrence operations to Midco. Included in the transfer are WOW!’s rights under the City’s Telecommunications Franchise Contract and the State’s Video Service Provider Authorization. Before the transaction can be completed, however, the City must give consent to the transfer and assignment of the Telecommunications Franchise Contract. The City Attorney’s Office hereby recommends that the City grant consent through the adoption of Resolution No. 7182, with said consent being conditioned upon WOW! executing an Acceptance of Responsibility under Telecommunications Franchise and Midco executing a Transfer, Acceptance, and Assumption of Telecommunications Franchise (whereby Midco will step into WOW!’s shoes under the existing franchise agreement and will also agree to enter into a new Telecommunications Franchise Agreement and a new Video Service Provider Agreement with the City). The Agreements are affixed to the Resolution as Exhibits A and B. The Agreements establish and clarify Midco’s and WOW’s rights and obligations from now through the time of the transfer and assignment, and after the time of the transfer and assignment, which will protect the City in the event that there is any default under the Telecommunications Franchise Contract occurring before or after the time of the transfer and assignment.
Strategic Goal Area:		Franchise Agreements and Right of Way Management
Fiscal Impact (Amount/Source):		The fiscal impact to the City is $0.00 as the City will receive, after the transfer and assignment, from Midco what it would have received from WOW! under the existing Telecommunications Franchise Agreement and under the state Video Service Provider Authorization. Accordingly, there is no net gain or loss to the City.
Attachments:		Staff Memo Resolution No. 7182 Exhibit A Exhibit B
Reviewed By: (for CMO use only)	☒TM ☐DS ☐CT ☐BM