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Consent Decree
I. Introduction
1. This Consent Decree is entered into by the Enforcement
Bureau of the Federal Communications Commission ("Bureau") and
ONEOK, Inc. d/b/a Oklahoma Natural Gas Company (ONEOK'').
II. Background
2. ONEOK is a Tulsa, Oklahoma-based integrated energy company
engaged in natural gas distribution and transmission, gas
processing, gas marketing, oil and gas production, and the
wholesale marketing of electricity. It owns and operates a
25,091-mile distribution network, 5,366 miles of transmission and
gathering pipeline, and seven storage facilities. In connection
with its utility business, ONEOK operates a communications system
which includes land mobile and microwave stations.
3. On November 30, 1997, ONEOK's predecessor engaged in a
transaction in which it was merged into another corporation, with
the surviving corporation being renamed Oneok, Inc. Although
there was no substantive change in control, the transaction
effectuated a pro forma assignment of licenses of ONEOK's 82 land
mobile and two microwave authorizations, requiring prior
Commission consent pursuant to Section 310(d) of the
Communications Act of 1934, as amended (``Act''). ONEOK,
however, did not file applications for Commission consent to the
assignment of these licenses until May 2000. The applications
have since been granted.
4. On April 30, 1999, ONEOK acquired certain natural gas
gathering and processing assets of Koch Midstream Enterprises
(``Koch''). The transaction also included the acquisition by
ONEOK of three land mobile licenses (one of which expired in July
1999) and six microwave licenses held by Koch. The transaction
effectuated a substantial transfer of control of the nine
authorizations requiring prior Commission approval under Section
310(d) of the Act. ONEOK, however, did not file applications for
Commission consent to the transfer of control of these stations
until the latter half of 2000. The applications have since been
granted.
5. On October 24, 2000, ONEOK permitted the authorizations for
five MAS microwave facilities to expire. Section 301 of the
Communications Act of 1934, as amended, 47 U.S.C. § 301, requires
a valid authorization to operate each of the facilities. ONEOK,
however, continued to operate the stations without authority
until December 20, 2000, on which date it obtained Special
Temporary Authority. ONEOK has filed applications to relicense
the stations. The applications are pending.
III. Definitions
6. For the purposes of this Consent Decree, the following
definitions shall apply:
(a) "Commission" means the Federal Communications Commission.
(b) "Bureau" means the Commission's Enforcement Bureau.
(c) "ONEOK'' means ONEOK, Inc. d/b/a Oklahoma Natural Gas
Company
(d) "Order" means the order of the Enforcement Bureau
adopting this Consent Decree.
(e) "Final Order" means the Order that is no longer subject
to administrative or judicial reconsideration, review,
appeal, or stay.
(f) ``Act'' means the Communications Act of 1934, as
amended, Title 47 of the United States Code.
IV. Agreement
7. ONEOK agrees that the Bureau has jurisdiction over the
matters contained in this Consent Decree and the authority to
enter into and adopt this Consent Decree.
8. The Bureau and ONEOK agree that this Consent Decree does not
constitute an adjudication on the merits or any finding on the
facts or law regarding any violations of the Act or the
Commission's rules committed by ONEOK.
9. ONEOK agrees that it shall make a voluntary contribution to
the United States Treasury in the amount of $15,000.00 within 10
calendar days after the Bureau releases the Order adopting this
Consent Decree.
10. ONEOK agrees to implement, within 10 calendar days after the
Bureau releases the Order adopting this Consent Decree, a
comprehensive internal program, a summary of which is attached
hereto, to ensure ONEOK's future compliance with the Act, the
Commission's rules, and the Commission's policies.
11. In express reliance upon the representations contained
herein, the Bureau agrees to terminate its investigation into the
matters discussed in paragraphs 3 - 5, above.
12. The Bureau agrees not to institute any new proceeding,
formal or informal, of any kind against ONEOK for apparent
violations of Sections 310(d) and 301 the Act arising from the
matters discussed in paragraphs 3 - 5, above.
13. In the event that ONEOK is found by the Commission or its
delegated authority to have engaged in a violation of Section
310(d) or 301 of the Act subsequent to the release of the Order
adopting this Consent Decree, ONEOK agrees that the conduct
described in paragraphs 3 - 5 above, may be considered by the
Commission or its delegated authority in determining an
appropriate sanction.
14. ONEOK waives any and all rights it may have to seek
administrative or judicial reconsideration, review, appeal or
stay, or to otherwise challenge or contest the validity of this
Consent Decree and the Order adopting this Consent Decree,
provided the Order is limited to adopting the Consent Decree
without change, addition, or modification.
15. ONEOK and the Bureau agree that the effectiveness of this
Consent Decree is expressly contingent upon issuance of the
Order, provided the Order adopts the Consent Decree without
change, addition, or modification.
16. ONEOK and the Bureau agree that in the event that this
Consent Decree is rendered invalid by any court of competent
jurisdiction, it shall become null and void and may not be used
in any manner in any legal proceeding.
17. ONEOK and the Bureau agree that if ONEOK, the Commission, or
the United States on behalf of the Commission, brings a judicial
action to enforce the terms of the Order adopting this Consent
Decree, neither ONEOK nor the Commission shall contest the
validity of the Consent Decree or Order, and ONEOK and the
Commission shall waive any statutory right to a trial de novo
with respect to any matter upon which the Order is based
(provided in each case that the Order is limited to adopting the
Consent Decree without change, addition, or modification), and
shall consent to a judgment incorporating the terms of this
Consent Decree.
18. ONEOK agrees to waive any claims it may otherwise have under
the Equal Access to Justice Act, Title 5 U.S.C. § 504 and 47 C.F.
R. § 1.1501 et seq., relating to the matters discussed in
paragraphs 3 - 5 above.
19. ONEOK agrees that any violation of the Order adopting this
Consent Decree shall constitute a separate violation and subject
ONEOK to appropriate administrative sanctions.
20. ONEOK and the Bureau agree to be bound by the terms and
conditions stated herein.
21. ONEOK and the Bureau agree that this Consent Decree may be
signed in counterparts.
ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION
By: _____________________
___________
David H. Solomon Date
Chief
ONEOK, INC.
By: ______________________
___________
Charles Moore Date
Vice President
SUMMARY OF COMPLIANCE PROGRAM
OF
ONEOK, INC. d/b/a OKLAHOMA NATURAL GAS COMPANY
Corporate Compliance Program to Include FCC Regulations
ONEOK's Section 310(d) and Section 301 compliance program is
part of a larger FCC compliance program that involves the
following elements: Compliance Manual and Training and procedures
for identifying and responding to potential transfers covered by
Section 310(d) and proper operations pursuant to Section 301.
Compliance Training Program
ONEOK, in conjunction with outside telecommunications
counsel, has established a telecommunications FCC compliance
program specifically geared for employees, including
representatives from the General Counsel's office, who engage in
any FCC-related activities. The program includes a thorough
review of FCC transfer and control and operational issues.
Training sessions will be conducted at least annually by counsel
to ensure compliance with the Communications Act of 1934, as
amended, and FCC regulations.
Internal Review Procedures
ONEOK has established a centralized internal review and
supervision process for the handling of all FCC licensed
facilities, FCC license applications and related pleadings and
correspondence. All ONEOK corporate departments and subsidiaries
will be in close contact with ONEOK compliance officers to ensure
that all FCC rules and regulations are being adhered to on an
ongoing basis and prior to and during any corporate
restructuring, acquisitions or related transactions. ONEOK is
sensitive to the requirements of 47 U.S.C. § 310(d) and § 301 and
will maintain open communications between corporate and
telecommunications departments and personnel in order to prevent
any pro forma or substantial unauthorized assignments and/or
transfers of control and operations of stations outside the scope
of an FCC authorization.