Memorandum

City of Lawrence

City Attorney’s Office

TO:	Toni Wheeler, City Attorney
FROM:	Randall F. Larkin, Senior Assistant City Attorney
DATE:	December 21, 2016
RE:	WOW!/Midco Transfer and Assignment

Background

Knology of Kansas, Inc., d/b/a WOW! Internet, Cable and Phone, a wholly owned subsidiary of Knology, Inc., a wholly owned subsidiary of WideOpenWest Finance, LLC, a Delaware limited liability company (“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 Midcontinent Communications, a South Dakota general partnership (“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 has negotiated with WOW! an Acceptance of Responsibility under Telecommunications Franchise and with Midco 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). Those 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.

Staff Recommendation

Conditioned upon the execution of those Agreements, and Midco’s concomitant agreement to enter into a new Telecommunications Franchise Contract and Video Service Provider’s Agreement with the City, the City Attorney’s Office recommends that the City Commission, through the adoption of Resolution No. 7182, to grant the City’s consent to the transfer and assignment.

Action

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.