19990727 1999-22ORDINANCE NO. 1999- :::'2
AN ORDINANCE APPROVING THE TRANSFER OF
CONTROL OF THE CITY OF FAIRFAX, VIRGINIA'S
CABLE TELEVISION FRANCHISEE, MEDIA GENERAL
CABLE OF FAIRFAX COUNTY, INC. FROM MEDIA
GENERAL, INC. TO COX COMMUNICATIONS, INC. AND
THE TRANSFER OF THE CITY OF FAIRFAX, VIRGINIA'S
CABLE TELEVISION FRANCHISE AGREEMENT TO
COXCOM, INC., D/B/A COX COMMUNICATIONS OF
NORTHERN VIRGINIA, A WHOLLY-OWNED
SUBSIDIARY OF COX COMMUNICATIONS, INC.
WHEREAS, the City Council of the City of Fairfax, Virginia (the "City Council") has
previously granted a non-exclusive franchise (the "Franchise") to Media General Cable of
Fairfax County, Inc. "Media General Cable") to erect, construct, operate and maintain a cable
television system in the City of Fairfax, Virginia (the "City") pursuant to the Cable Franchise
Agreement between the City and Media General Cable (the "Franchise Agreement") dated
December 12, 1998 pursuant to Chapter 5.1 of the Code of the City of Fairfax, Virginia (the
"City Code"); and
WHEREAS, Media General, Inc. and Media General Cable, together with Cox
Communications, Inc and CoxCom, Inc., d/b/a Cox Communications of Northern Virginia,
have now requested that the City approve the transfer of control of Media General Cable to
Cox Communications, Inc., and then the transfer of the Franchise Agreement to CoxCom,
Inc., d/b/a Cox Communications of Northern Virginia, a wholly-owned subsidiary of Cox
Communications, Inc.; and
WHEREAS, the City desires to consent to such transfer pursuant to Section 5.1-37 of
the City Code and the Franchise Agreement.
NOW, THEREFORE, BE IT ORDAINED, by the City Council that, having found that
such transfer is in accordance with law and will serve the public interest, the transfer of
control of Media General Cable to Cox Communications, Inc., ("Cox") and the transfer of the
Franchise Agreement to CoxCom, Inc., d/b/a Cox Communications of Northern Virginia
("CoxCom") (collectively, the "Transfer") is hereby approved, subject to the following
conditions:
1. That upon the Transfer taking place, Cox and CoxCom accept the Franchise
Agreement and agree to comply with Chapter 5.1 of the City Code, and execute and deliver a
signed copy of an acceptance instrument to the City, in which Cox and CoxCom agree to
assume all privileges and obligations of Media General Cable under the Franchise Agreement
and the City Code.
2. That upon the Transfer taking place, Media General, Inc. is released by the City from
its guarantee of the Franchise Agreement, and in lieu thereof the City accepts Cox's and
CoxCom's guarantee of the Franchise Agreement on the same terms and conditions, as
evidenced by a new Guarantee of Performance Agreement executed and delivered by
CoxCom.
3. That upon the Transfer taking place, the performance bonds, insurance certificates and
security deposit previously tendered to the City by Media General Cable are hereby released
and in lieu thereof the City will accept CoxCom's tender of substitute performance bonds,
insurance certificates and security deposit.
4. That upon the Transfer taking place, CoxCom shall deliver a security agreement and
financing statements evidencing the City's security interest in the CoxCom system in the City.
5. Except as otherwise provided herein, by this Transfer all privileges and obligations
1999-22 -2
previously conferred on Media General Cable are transferred to CoxCom. No other
amendment or change to the Franchise is made by this Transfer.
6. That by accepting this Transfer in accordance with this ordinance, Cox and CoxCom
shall be acknowledging that "high speed data service," that shall include but not be limited to
Internet access service, is now being provided by Media General Cable over its cable
television system as an "other programming service" that is a Cable Service to Subscribers, as
those capitalized terms are defined by the Franchise Agreement, and that by accepting this
Transfer, and subject to any subsequent federal or state statutory change or to any decision by
the Federal Communications Commission or a court of competent jurisdiction, the decision of
which is binding legal precedent on the City, Cox and CoxCom shall be acknowledging that
such "high speed data service" shall be provided, if at all, by CoxCom as a Cable Service to
Subscribers that will be subject to the provisions of the Franchise Agreement.
7. That by accepting this Transfer in accordance with this ordinance, CoxCom shall
acknowledge that it will immediately, with regard to this Franchise, provide any requesting
Intemet Service Provider ("ISP") access to its broadband Intemet access transport services
(unbundled from the provision of content) on rates, terms, and conditions that are at least as
favorable as those on which it provides such access to itself, to its affiliates, or to any other
person. The requirements of this provision shall apply to CoxCom and to any other entity to
which CoxCom may hereafter be transferred, assigned, granted or which entity may otherwise
subsequently exercise rights under the Franchise Agreement.
For the purposes of this section, the following definitions shall apply:
Affiliate: the term "affiliate" means a person who (directly or indirectly) owns or controls, is
owned or controlled by, or is under common ownership or control with, another person. For
purposes of this definition, the term "own" means to own an equity or other financial interest
(or the equivalent thereof) of more than ten (10) percent or any management interest.
Broadband: the term "broadband" means of a capability in excess of 200 kilobits per second.
Broadband Intemet Access Transport Services: The term "broadband internet access transport
services" means the broadband transmission of data between a user and his ISP's point of
interconnection with the broadband Internet access transport provider's facilities.
Intemet: The term "Intemet" means collectively the myriad of computer and
telecommunication facilities, including equipment and operating software, which comprise
the interconnected world-wide network of networks that employ the Transmission Control
Protocol/Internet Protocol, or any predecessor or successor protocols to such protocol, to
communicate information of all kinds by wire or radio.
Internet Service Provider ("ISP"): The term Internet Service Provider, or ISP, means a person
who provides a service that enables users to access content, information, electronic mail, or
other services offered over the Internet.
Should this section be declared to be invalid by a court of competent jurisdiction or the
Federal Communications Commission or as a result of any federal or state statutory change,
then it is the express intent of the City Council that the remainder of this ordinance shall
remain in full force and effect.
8. The City Manager is hereby authorized to execute and deliver any and all legal
instruments necessary or convenient to effectuate the Transfer.
BE IT FURTHER ORDAINED, that the Transfer approved by this ordinance, if the
conditions described herein are not met and evidence of the satisfaction of these conditions is
not submitted to the City Manager by December 31, 1999 or within thirty days from the date
of the closing of the proposed sale and change of control of the stock of Media General Cable,
whichever date occurs first, shall thereupon be void and of no legal effect.
This ordinance shall become effective as provided by law.
1999-22
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INTRODUCED: July 13, 1999
PUBLIC HEARING: July 27 and September 14, 1999
ENACTED: September 28, 1999
Vote
J. Coughlan Aye
J. Greenfield Aye
R. Lederer Aye
J. Petersen Aye
G. Rasmussen Aye
S. Silverthorne Aye
DATE