HomeMy WebLinkAbout1523RESOLUTION NO. /5~ 3
A RESOLUTION of the City Council of the City of Kent,
Washington, approving the change of control of the cable communications
franchise.
WHEREAS, TCI of Washington, Inc. ("Franchisee") is duly authorized by
the City of Kent (the "Franchisee Authority") to operate and maintain a cable
communications system ("the System") in Kent, Washington pursuant to a franchise
granted by the Franchise Authority under Ordinance No. 3108 ("the Franchise"); and
WHEREAS, pursuant to the Agreement and Plan of Restructuring and
Merger among AT&T Corp. ("AT&T"), a newly formed wholly owned subsidiary of
AT&T ("Merger Sub"), and Tele-Communications, Inc., the parent of Franchisee
("TCI"), dated as of June 23, 1998 (the "Merger Agreement"), Merger Sub will merge
with and into TCI with TCI as the surviving corporation in the merger, and as a result of
the transactions contemplated by the Merger Agreement, TCI will become a wholly
owned subsidiary of AT&T (the "Transactions"); and
WHEREAS, Franchisee will continue to hold and be bound by all terms
and conditions of the Franchise after consummation of the Transactions; and
WHEREAS, FCC Form 394 with respect to the Transactions has been
filed with the Franchise Authority; and
WHEREAS, the parties have requested consent by the Franchise Authority
to the Transactions; NOW THEREFORE,
1 TCI I AT&T Merger
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to and approves
the Transactions under the terms of the Master Cable Television Ordinance #31 07 (Kent
City Code Section 7.12.110) and the Franchise and applicable law, provided that:
A. TCI, as a wholly owned subsidiary of AT&T, confirms that as Franchisee, it will
continue to be bound by the terms of the Master Cable Television Ordinance No.
3107, and the Franchise, and any amendments thereto; and
B. In accordance with Exhibit 4 of the FCC Form 394, if, in the future, AT&T offers
services other than those currently authorized by the Franchise and any applicable
laws, AT&T will obtain any necessary federal, state or local authorization prior to
the introduction of such services over Franchisee's System. Implicit in this
statement is the obligation to pay to the Franchise Authority any fees, taxes or
other assessments as may lawfully be levied. Specifically should Franchisee, at
any time lease any portion of the system to other entities providing such services
as Internet Access or other data transmission then, in accordance with the
Franchise, these lease payment revenues will be included in the calculation of
gross revenues; and
C. The final merger agreement consummated by the parties and approved by the
federal government shall not contain any material changes from the facts
submitted in Franchisee's request for consent to the change of control submitted
to the Franchise Authority. If material changes are made then the City shall
require a resubmission of the facts and revised FCC Form 394.
SECTION 2. Severability. If any section, subsection, paragraph,
sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for
any reason, such decision shall not affect the validity of the remaining portions of this
resolution.
SECTION 3. Ratification. Any act consistent with the authority and prior
to the effective date of this resolution is hereby ratified and affirmed.
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SECTION 4. Effective Date. This resolution shall take effect and be in
force immediately upon its passage.
PASSED at a regular open public meeting by the City Council ofthe City of
g~· /i Kent, Washington, this day of A.L_c C•-n 1-< L-/, 1998.
0tlv AI CONCURRED in by the Mayor of the City of Kent this 7.... day of
~u__yd..e.·t-· , 1998.
ATTEST:
BRENDA JACOBER,
\
APPROVED AS TO FORM:
I hereby certifY that this is a true and correct copy of Resolution No:j_5 ~ 3 passed ,{D the City Council of the City of Kent, Washington, the o ' day of
& (.£a+tArC'V , 1998.
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