Res 95-220
RESOLUTION NO.
95-220
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY, WASHINGTON, APPROVING THE TRANSFER
OF CONTROL FROM VIACOM CABLE TELEVISION TO TCI
COMMUNICATIONS, INe.
WHEREAS, Tele- Vue Systems, Inc. d/b/a Viacom Cable ("Franchisee") is the duly
authorized holder of a franchise adopted by the City Council pursuant to Ordinance No. 95-238
(the "Franchise") authorizing the operation and maintenance of a cable television system (the
"System") and authorizing Franchisee to serve the City of Federal Way (the "City") with cable
television service; and
WHEREAS, Viacom International Inc., a Delaware corporation ("Viacom"), a
wholly-owned subsidiary of Viacom Inc., ("VI") is an indirect parent of Franchisee; and
WHEREAS, VI, Viacom, Tele-Communications, Inc., a Delaware corporation
("TCI"), and TCI Communications, Inc., a Delaware corporation and wholly owned subsidiary
of TCI ("TCIC"), are parties to some or all of the following agreements: a Parents Agreement,
an Implementation Agreement and a Subscription Agreement (the "Agreements"); and
WHEREAS, upon the consummation of the transactions contemplated by the
Agreements (the "Transactions"), TCIC will acquire all of the outstanding common stock of
Viacom and become the indirect parent of Franchisee; and
WHEREAS, upon the consummation of the Transactions, the Franchisee will
continue to directly own and operate the System; and
WHEREAS, Franchisee and TCIC have requested consent by the City to the
Transactions; and
Res, # 95-2?<Þage # ~
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WHEREAS, the Transactions are deemed to be in the best interests of the residents
of the City of Federal Way.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF FEDERAL WAY AS
FOLLOWS:
SECTION 1. Consent to Transfer of Control. The City hereby consents to and
approves the Transactions, all in accordance with the requirements of the Franchise; provided,
however, that TCl and TClC must agree to assume all of the obligations and duties of Franchisee
pursuant to the Franchise.
Any interest in Franchisee, or control related thereto, may be
transferred to any entity controlled by, controlling or under common control with the current
holder of such interest upon notice to the City of any such transfer,
SECTION 2. Svstem Encumbrance. The City hereby consents to and approves
the assignment, mortgage, pledge or other encumbrance, if any, of the Franchise, System or assets
relating thereto, or of the interests in Franchisee, as collateral for a loan, consistent with the terms
of the Franchise.
SECTION 3. Franchise. The City confirms that, as of the date of this Resolution:
(a) the Franchise was properly granted to Franchisee, is valid, remains in full force and effect and
expires on August 13,2005; (b) the Franchise supersedes all other agreements between Franchisee
and the City and represents the entire understanding of the parties; and (c) Franchisee is
materially in compliance with the provisions of the Franchise and there are no material unfulfilled
commitments of Franchisee under the Franchise.
SECTION 4. Severability. If any section, sentence, clause or phrase of this
resolution should be held to be invalid or unconstitutional by a court of competent jurisdiction,
Res. #"b-Z!D, Page #~
such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other
section, sentence, clause or phrase of this resolution.
SECTION 5. Ratification. Any act consistent with the authority and prior to the
effective date of the resolution is hereby ratified and affirmed.
SECTION 6. Effective Date. This resolution shall be deemed effective as of the
closing date of the Transactions.
RESOLVED BY THE CITY COUNCIL OF THE CITY OF FEDERAL WAY
WASHINGTON, this ~ day of NDIt'rnIaVv , 1995.
J
CITY OF FEDERAL WAY
~? 4~~
MA OR, Y E. GATES
?1S:ø~ /Þ~~
CITY CLERK, N. CHRISTINE GREEN, CMC
APPROVED AS TO FORM:
~~D¡K.~~
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
RESOLUTION NO. 95-ZD
11/14195
1.I/ZI./95
k:\RESOIVlACOM TCI
Res. tfE-ZD, Page #~
9
ACCEPTANCE OF FRANCHISE
Federal Way, Washington
From and after the closing date of the transaction d�cdbed in Resolution No. 95-220,
passed by the City Council of Federal Way, Washington on November 21, 1995, Tele-
Comm�unications, Inc. and TCI Communications, Inc. will cause Tele-Vue Systems, Inc. to comply
with all of the terms, conditions and obligations contained in Ordinance No. 95-238.
Dated: December 21, 1995
INC.
:
M. Brett, V'ice President
Res. #95-220, Page #4
TCI CON�b�TICATIONS, INC.
:
Stephen M. Brett, vice President