HomeMy WebLinkAboutR-2074 - Approving the change of control of the cable communications franchise--..."
City of Marysville
Marysville,Washington
RESOLUTION NO.,;(07'!
A RESOLUTION OF THE CITY OF MARYSVILLE APPROVING THE
CHANGE OF CONTROL OF THE CABLE COMMUNICATIONS FRANCHISE
WHEREAS,the City of Marysville (hereinafter the "City") entered into a franchise
agreement with TCI Cablevision of Washington,Inc. by adoption of Ordinance No. 1470 on May
27, 1986 for a term of fifteen (15) years for the use of city streets and rights-of-way to construct,
operate, maintain and reconstruct a cable communication system within the City; and
WHEREAS, the City entered into a franchise agreement with Tele-Vue Systems, Inc.
d/b/a! Viacom Cable by adoption of Ordinance No. 1949 on May 10, 1993 for a term of eight (8)
years for use of city streets and rights-of-way to construct, operate, maintain and reconstruct a
cable communication system in the City; and
WHEREAS,on July 31, 1996, TCI Communications,Inc. (TCIC), the indirect parent of
TCI Cablevision of Washington,Inc.purchased all of the stock of Viacom International,Inc., the
indirect parent of Tele-Vue Systems, Inc.; and
WHEREAS,the City adopted Ordinance No. 2049,approving the change of control of
the franchise held by Tele-Vue Systems to TCIC; and
WHEREAS, on June 23, 1998,Tele-Communications,Inc., the parent company of TCIC,
merged with AT&T Corp., forming AT&T Broadband LLC (AT&T); and
WHEREAS, on January 25, 1999, the City adopted Resolution No. 1913 approving
change of control of the franchise held by Tele-Vue Systems, Inc. to AT&T; and
WHEREAS,TCI Cablevision of Washington,Inc. and Tele-Vue Systems, Inc. are both
subsidiaries of AT&T, and both franchise agreements referenced above expired on September 30,
2001, but were granted a one-year extension;and
WHEREAS,Tele-Vue Systems,Inc. and TCI Cablevision of Washington,Inc.jointly
filed a request with the City for renewal of the franchise agreements on October 15, 1998 in
accordance with 47 V.S.c.(§)546 and federal law; and
WHEREAS,the joint Franchise is now an indirect subsidiary of AT&T Corp., and AT&T
intends to merge its cable television operations with Comcast Corporation ("Comcast")to create a
new company to be known as AT&T Comcast Corporation ("AT&T Comcast")pursuant to the
terms of an Agreement and Plan of Merger dated December 19, 200I by and among AT&T,
AT&T Broadband Corp.,Comcast Corporation and certain of their respective affiliates, and a
Separation and Distribution Agreement dated December 19,2001 by and between AT&T and
AT&T Broadband Corp. (the "Merger")' and
WHEREAS,prior to the Merger,pursuant to an internal corporate restructuring,the cable
franchise or stock of the Franchisee,or indirect ownership of the Franchisee, may be transferred
through one or more internal transfers or mergers to another direct or indirect subsidiary of
,•
AT&T, or Franchisee may elect as permitted by law to convert or reorganize its legal form to a
limited liability company (together with the Merger,the "Transactions");and
WHEREAS,following the Transactions,the resulting entity ("Resulting Entity")will be
controlled by AT&T Comcast but will continue to operate the cable system ("System")and
continue to hold and be responsible for performance of the cable franchise; and
WHEREAS,Franchisee and AT&T asked the City to consent to the Transactions in
accordance with the requirements of the cable franchise (reference:Ordinance No. 1470) and
have filed an FCC Form 394 ("Transfer Application")with the City requesting such consent;and
WHEREAS,the City reviewed the Transfer Application,examined the legal,financial
and technical qualifications of AT&T Comcast,followed all required procedures in order to
consider and act upon the Transfer Application,and considered the comments of all interested
parties; and
WHEREAS the City is willing to consent to the Transactions upon certain conditions;
NOW,THEREFORE,BE IT RESOLVED AS FOLLOWS:
Section 1.The City hereby consents to the Transactions in accordance with the terms of
applicable law,subject to the conditions stated below.
Section 2. By consenting to the Transaction,the City does not waive or release any claim
or issue it may have, known or unknown, now or in the future,against the Franchisee or any
successor or Resulting Entity.
Section 3.This Resolution,and the City's consent to the Transactions,shall be effective
upon the closing of all Transactions.
PASSED,ADOPTED AND APPROVED this.s~ay of June, 2002
CITY OF MARYSVILLE
MAYOR
ATTEST:
APPROVED AS TO FORM:
LJ~!cW~
CITY ATTORNEY