HomeMy WebLinkAboutO-2791 - Transfer of control of franchise (Special)ORDINANCE No.a;l <i'I
AN ORDINANCE OF THE CITY OF MARYSVILLE,
WASHINGTON, APPROVING TRANSFER OF CONTROL OF
THE FRANCHISEE (VERIZON NORTHWEST INC.) FROM
VERIZON COMMUNICATIONS INC. TO FRONTIER
COMMUNICATIONS CORPORATION WITH CONDITIONS
AND ESTABLISHINGAN EFFECTNE DATE.
WHEREAS, the City of Marysville has granted a cable television franchise
("Franchise")to Verizon Northwest Inc.("Franchisee")which is an indirect wholly owned
subsidiary of Verizon Communications Inc.("Verizon");and
WHEREAS, Verizon has entered into an agreement with Frontier
Communications Corporation ("Frontier") to effectuate a transfer of control of Franchisee from
Verizon to Frontier ("Transfer");and
WHEREAS, upon completion of the Transfer, Franchisee will become an indirect
wholly owned subsidiary of Frontier and, as a result, control of the Franchisee will be transferred
from Verizon to Frontier; and
WHEREAS, following the Transfer, Franchisee will continue to hold and be
responsible for the performance of the Franchise; and
WHEREAS, Franchisee has requested that the City consent to the Transfer and, in
accordance with the requirements of the Franchise and federal law, Verizon has filed an FCC
Form 394 together with Exhibits and related materials (all hereinafter collectively the
"Application")with the City; and
WHEREAS, to evaluate Franchisee's request, the City has participated in a
Consortium of jurisdictions including Snohomish County, the cities of Bothell, Edmonds,
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Everett,Kenmore,Marysville,Mountlake Terrace,Mukilteo,Woodinville and the Town of
Woodway (the "Consortium");and
WHEREAS,the City and the Consortium examined the legal,financial and
technical qualifications of Frontier in order to consider and act upon the Transfer request and
considered the comments of interested parties;and
WHEREAS,the City has relied upon the Application and supplemental written
information provided by Frontier and Verizon;and
WHEREAS,on November 9,2009,the City Council held a public meeting to
review the Transfer request;and
WHEREAS,the City is willing to consent to the Transfer,subject to the closing
ofthe Transfer between Verizon and Frontier and the appropriate approvals by the Washington
State Utilities and Transportation Commission and federal regulatory entities;and
WHEREAS,Franchisee has agreed to continue to unconditionally accept the
terms of the existing Franchise and to comply with any other agreements existing between the
Franchisee and the City;
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF MARYSVILLE DO ORDAIN
AS FOLLOWS:
Section 1. The City hereby consents to the Transfer in accordance
with the terms of applicable law,subject to and contingent upon the following conditions:
a.In all respects and without exception,Franchisee agrees to
continue to abide by all terms of the existing Franchise and acknowledges that the transfer of
control will not affect,diminish,impair or supersede the binding nature of the Franchise and any
other valid ordinances,resolutions,and agreements applicable to the operation of the cable
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system in the City and Franchisee shall continue to meet its obligations under the Franchise.
Franchisee agrees that subject to the Franchise, that Franchisee shall comply with all lawful and
applicable provisions related to cable service of the Marysville Municipal Code Chapters 5.70
and 5.71, as amended, and all related applicable federal and state laws, and lawful orders,
contracts,agreements,commitments,side letters, Franchise amendments and regulatory actions.
b. The City's consent to the transfer of control shall not be construed
to constitute a waiver or release of any rights the City may have now or in the future under
federal, state or local law, the Franchise, or any separate written agreements with the Franchisee.
Franchisee shall remain responsible for any and all Franchise requirements (including but not
limited to payment of Franchise fees and other amounts due under the Franchise, and
indemnification of the City as provided in the Franchise) and non-compliance issues under the
Franchise or any obligation that may now exist or may later be discovered to have existed during
the term of the Franchise,even if prior to the closing of this Transfer.
c. The Transfer between Frontier and Verizon shall be substantially
and materially consistent with the Application and the supplemental information provided by
Frontier and Verizon through the request for information process undertaken by the City and the
Consortium.
Section 2.In the event that the Transfer which is the subject of this ordinance
does not close for any reason; or in the event approval is not granted by the Washington State
Utilities and Transportation Commission and appropriate federal regulatory entities, or in the
event that the Transfer closes on terms substantially or materially different from the terms
described in the Application and supplemental written information provided by Frontier and
Verizon that is relied upon by the City; or Franchisee does not accept each and every condition
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of the transfer of control required of it as set forth in this ordinance; then the consent provided
for herein shall be null and void, and the City shall be deemed to have disapproved the transfer
of control under the Franchise and federal law,and all remedies under the Franchise and
applicable laws shall be available to the City. In the event the Transfer does not close before
January 2012, Verizon and Frontier will provide notice of that event to the City and an update on
the reasons for such a delay in closing or notice of the termination of the Transfer.
Section 3. By consenting to the transfer of control, the City does not waive or
release any rights of the City in and to the streets as provided by state law and the Marysville
Municipal Code, nor does the City waive or release any claim or issue of non-compliance it may
have, known or unknown, now or in the future, against the Franchisee or any successor in
interest to the Franchisee.
Section 4. The City shall not amend, revoke or otherwise alter this Ordinance
without providing reasonable prior notice to the Franchisee.
Section 5.If any section, sentence, clause or phrase of this ordinance shall be
held to be invalid or unconstitutional by a court of competent jurisdiction,such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this ordinance.
Section 6. This ordinance shall take effect and be fully in force five (5) days
after publication of the attached approved summary thereof consisting of the title.
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PASSED by the City Council and APPROVED by tbe Mayor this
of November,2009.
CITY OF MARYSVILLE
BY:~L JdJJ!
DENNIS L.KENDALL,MAYOR
Attest:
BYc1~-cpYCLERK ~
Approved as to form:
By:jJ JJl»-kk:,.[J-.2~
6RANTKWEED,CITY ATTORNEY
day
Date ofPublication:I to
Effective Date:It II /pI O~
(5 days after publication;
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