HomeMy WebLinkAbout3495 RESOLUTION NO. 3495
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON CONSENTING
TO CHANGE IN CONTROL OF TCI CABLEVISlON
OF WASHINGTON, INC.
WHEREAS, TCI Cablevision of Washington, Inc. a/k/a AT&T Broadband,
the cable franchise holder ("Franchisee") in the City of Auburn (the "Franchise
Authority") is an indirect subsidiary of AT&T Corp. ("AT&T"), and AT&T intends to
merge its cable assets 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, 2001 by
and among AT&T, AT&T Broadband Corp., Comcast 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 franchises 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 the Franchisee may
elect as permitted by law to convert or reorganize its legal form to a limited
company (together with the Merger, the "Transactions"); and
WHEREAS, following the Transactions, the Franchisee will be controlled by
AT&T Comcast, but will continue to operate the cable systems and continue to
hold and be responsible for performance of the Franchise and any amendments
thereto; and
WHEREAS, on March 4, 2002, the companies gave notice to the Franchise
Authority of the proposed change in control that would result from the merger of
AT&T Broadband and Comcast by filing an FCC Form 394, together with attached
exhibits, and requested that the Franchise Authority consent to the Transactions in
accordance with the requirements of the cable franchise and applicable federal
law; and
WHEREAS, the franchise provides that AT&T Comcast must show financial
responsibility as determined by the Franchise Authority, and that consent of the
Franchise Authority will not be unreasonably withheld; and
Resolution No. 3495
July 1, 2002
Page 1 of 3
WHEREAS, AT&T Comcast has stated that the Franchisee, and any
successors and/or assigns thereto, as required by section 21 of the franchise,
approved by Resolution 2409, and all amendments thereto, will continue to comply
with the lawful terms and provisions of the existing franchise and agreements
following the Merger; and
WHEREAS, the Franchise Authority has reviewed the Application,
examined the legal, financial and technical qualifications of AT&T Comcast,
followed all required procedures in order to consider and act upon the Application;
and
WHEREAS, the Franchise Authority ~s willing to consent to the
Transactions, as set forth below;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transactions
in accordance with the terms of the franchise and applicable law, subject to the
following conditions:
(A) The Franchisee confirms that it will continue to be bound by the
terms of the Franchise and any amendments thereto, and all
applicable federal, state and local laws and regulations.
(B) The Franchise Authority's consent to the transactions shall not be
construed to constitute a waiver or release of any rights the
Franchise Authority has under the present franchise, whether those
rights arose before or after the change in control to AT&T Comcast.
(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.
SECTION 2. This Resolution shall be deemed effective upon adoption, and
the Mayor is authorized to implement such administrative procedures as may be
necessary to carry out the directives of this legislation.
Resolution No.
July 1, 2002
Page 2 of 3
SECTION 3. This Resolution shall have the force of a continuing
agreement with the Franchisee and AT&T Comcast, and Franchise Authority shall
not amend or otherwise alter this Resolution without the consent of the Franchisee
and AT&T Comcast.
DATED and SIGNED this /~"~dayof ~r'~/,./.~ 2002.
Pete~, B Le-wis
Mayor
A']-rEST:
'Danie~lle E. Daskam,
City Clerk
APPROVED AS TO FORM:
City Attorney
Resolution No.
July 1, 2002
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