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Home My WebLink About1620RESOLUTION NO. A RESOLUTION of the C1ty Council of the C1ty of Kent, Washmgton, relatmg to consent of TCI CablevlSlon of Washmgton, Inc change of control WHEREAS, AT&T Corporatwn (AT&T) holds, as 1ts md1rect subs1d1ary TCI CablevJsJOn of Washmgton, Inc a/k/a AT&T Broadband, ("Franclusee") m the C1ty of Kent (the "Francluse Authonty") , and WHEREAS, AT&T mtends to merge w1th Corneas! CorporatiOn ("Corneas!") to create a new company to be known as AT&T Corneas! CorporatiOn ("AT&T Corneas!") pursuant to the terms of an Agreement and Plan of Merger dated December 19, 2001 by and among AT&T, AT&T Broadband Corp, Corneas! and certam of the1r respective affiliates, and a Separatwn and D1stnbutwn Agreement dated December 19, 2001 by and between AT&T and AT&T Broadband Corp (the "Merger"), and WHEREAS, pnor to the Merger, pursuant to an mtemal corporate restructunng, the cable franchises or stock of the Franclusee, or md1rect ownerslup of the Franchisee, may be transferred through one or more mtemal transfers or mergers to another d1rect or mdirect subsidiary of AT&T, or the Franchisee may elect as permitted by law to convert or reorgamze 1ts legal form to a hm1ted company (together With the Merger, the "Transactwns"), and 1 AT&T/Comcast Merger WHEREAS, followmg the Transactwns, the resultmg entity Will be controlled by AT&T Corneas! but Will contmue to operate the cable systems and contmue to hold and be responsible for performance of the cable franchises, and WHEREAS, on March 4, 2002, the companies gave notice to the Franchise Authonty of the proposed change m control that would result from the merger of AT&T Broadband and Corneas! by filmg an FCC Form 394, together with attached exhibits, and requested that the Franchise Authonty consent to the Transactwns m accordance with the reqmrements of the cable franchise and applicable federal law, and WHEREAS, the franchise provides that AT&T Corneas! must show financial responsibility as determmed by the Franchise Authonty, and that consent of the Franchise Authonty will not be unreasonably withheld, and WHEREAS, AT&T Corneas! has stated that the Franchisee will contmue to comply With the lawful terms and provisions of the existmg franchise and agreements followmg the Merger; and WHEREAS, Franchisee has, m a separate agreement (attached hereto as Exhibit A), documented the existence of certam relevant Issues concermng the Franchisee's performance under the Franchise, and the Franchisee has committed to exercise good faith efforts to resolve such Issues separate and apart from the consent process, and WHEREAS, the Franchise Authonty has reviewed the Apphcatwn, has exammed the legal, fmanc~al and technical quahficatwns of AT&T Corneas!, and has followed all reqmred procedures m order to consider and act upon the Apphcatwn, and 2 AT & T/Comcast Merger WHEREAS, the Franchise Authonty IS w11lmg to consent to the Transacttons, as set forth below, NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS SECTION 1. The Franchise Authonty hereby consents to the Transacttons m accordance With the terms of the franchise and apphcable law, subject to the followmg condi!tons A That Franch1see comphes w1th all vahd local laws, franchise requrrements and agreements consistent w1th apphcable federal, state and local law, and B That the Franch1se Authonty's consent to the Transacttons shall not be construed to constitute a wmver or release of any nghts the Franchise Authonty has under the franch1se and any separate wntten agreements w1th the Franchisee, whether those nghts anse before or after the change m control to AT&T Comcast, and C That the Franch1se w1ll contmue to comply w1th the lawful terms and prov!Slons of the ex1stmg Franchise and agreements followmg the merger, and Franchise w11l, m good fa1th, resolve 1ts ex1stmg Franch1se performance 1ssues w1th the Franchismg Authonty D The merger transachon between AT&T Corp and Corneas! Corporatton shall close consistent w1th the terms 1dent1fied m the Form 394 and the supplemental mformatwn prov1ded by the Franch1see through the request for mformatwn process undertaken by the C1ty SECTION 2. Th1s Resolutton shall have the force of a contmumg agreement w1th the Franch1see and AT&T Comcast, and Franchise Authonty shall not mnend or otherw1se alter th1s Resolutwn w1thout the consent of the Franchisee and AT&T Comcast 3 AT&T/Comcast Merger SECTION 3. Severab1hty If any sectiOn, subsectiOn, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or mvahd for any reason, such decisiOn shall not affect the vahd1ty of the remammg portwns of this resolutiOn. SECTION 4. RatificatiOn Any act consistent with the authonty and pnor to the effective date oftlus resolution IS hereby ratified and affirmed SECTION 5. Effective Date This resolutiOn shall take effect and be m force unmedmtely upon Its passage PASSED at a regular openpubhc meetmg by the City Council of the C1ty of Kent, Washington, tlus If day of ~ , 2002 CONCURRED m by the Mayor of the C1ty of Kent tlus ( f1 day of ---,(J,L'f-'cuv&--=-o_-'-'---------'' 2002 ATTEST -- ~ .... _:.:.·.:..:...-: ..... /- .... - APPROVED AS TO FORM TOM BRUBAKER, CITY ATTORNEY 4 AT&T/Comcast Merger I I 1 81 I hereby cerhzy that tlus IS a true and correct copy of ResolutiOn No ,_:f.R:::_::_olV:::_ passed by the City Council of the City of Kent, Washmgton, the I ff day of r ,2002 P IC1VIl1Resolulion\AT &T CoJOCastMerger doc 5 CITY CLERK · . ..__. : - ... __. ..... AT & T/Comcast Merger Mr Tom Brubaker, City Attorney CityofKent 220 Fourth Avenue South Kent, WA 98032-5895 June 18, 2002 RE FCC Form 394 Filed March 4, 2002-City of Kent AT&T CorporatiOn Merger TransactiOn Dear Mr Brubaker We understand that the City of Kent ("FranchlSlng Authonty") has several concerns relatmg to certam compliance matters under the franchise held by TCI CablevlSlon of Washmgton, Inc. alk/a AT&T Broadband (the "Franclnsee") The Franchising Authonty has notified the Franchisee of possible or alleged franclnse vwlatwns concernmg the followmg Issues winch are m no particular order (collectively "Identified Issues") (1) Franchisee's arb1tratwn polic1es and procedures relatmg to d1sputes between the subscnber and Franchisee, (2) Franch1see's notificatiOn of non-collection and payment of franclnse fees based on revenues denved from 1ts cable modem Internet serv1ce as of Apnl 1, 2002, (3) Franchisee's compliance w1th 1ts franchise obligations, mcludmg but not !muted to (a) Ownership of certam portwns of fiber of the Instttut10nal Network provided by the Franchisee for C1ty use (The C1ty patd the mcremental cost of constructiOn for fiber to some Inshtut10nal Network s1tes F1ber to the rest of the s1tes was constructed at no cost to the C1ty as a condtt10n of the C1ty's grantmg Franclusee's request for an extens10n of certam franclnse obligatiOns); (b) Mandatory relocat10n of fact11ttes underground as d1rected by the City pursuant to Ordmance 3107 Sec 7 12 190, (c) Customer Serv1ce reqmrements of Ordmance 3107 Sec 7 12 220 and telephone response reports and reqmrements of Ordmance 3107 Sec 7 12 230, and EXHIBIT "A" Tom Brubaker, City Attorney City of Kent June 18, 2002 Page 2 ( 4) Payment of C1ty Ul!hty tax on cable modem service. In order to successfully complete the consent process currently taking place by the Franch1smg Authonty on the merger of AT&T Broadband and Comcast CorporatiOn ("Merger") by July 4, 2002, the Franchise Authonty and the companies agree to discuss the Identified Issues towards reachmg mutually satisfactory resolutiOns, separate and mdependent from the consent process. The parties agree to meet w1thm 120 days from June 18, 2002, and make good faith efforts to resolve the Identified Issues w1thm six (6) months It IS understood that the Franch1smg Authonty's consent to the change of control of the franchise shall not extmgmsh the Franch!Slng Authonty's nght and ability to pursue agamst Franclnsee any remedy available under the franchise with respect to any Identified Issues not mutually resolved This letter may be referenced m any actiOn taken by the FranchlSlng Authonty concemmg the proposed change of control or franchise compliance It IS also understood and agreed that the Franclnsmg Authonty and Franchisee shall not be deemed or construed to have waived any clmms, actwns, or defenses with respect to Identified Issues or other possible or alleged franchise vwlatwns duly noticed to Franchisee that remam umesolved By s1gomg below the parties acknowledge and agree to the matters descnbed heremabove CITY OF KENT By· Its ---------- P ICntli\FILES\OpenFJies\0656\Kem call.'ient letter agrecmenl doc TCI CABLEVISION OF WASHINGTON, INC By Its LeAnn Talbot Semor VICe President