Res 99-285
RESOLUTION NO.
99-285
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FEDERAL
WAY APPROVING THE CHANGE OF CONTROL OF THE CABLE
COMMUNICATIONS FRANCHISE.
WHEREAS, Tele-Vue Systems, Inc. ("Franchisee") is duly authorized by the City
of Federal Way (the "Franchise Authority") to operate and maintain a cable
communications system (the "System") in Federal Way, Washington pursuant to a
franchise granted by the Franchise Authority under Ordinance No. 95-238, and 96-264
(the "Franchise"); -and
WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger
among AT&T Corp. ("AT&T"), a newly formed wholly owned subsidiary of AT&T
("Merger Sub"), and Tele-Communications, Inc., the parent of Franchisee ("TCI"), dated
as of June 23, 1998 (the "Merger Agreement"), Merger Sub will merge with and into TCI
with TCI as the surviving corporation in the merger, and as a result of the transactions
contemplated by the Merger Agreement, TCI will become a wholly owned subsidiary of
AT&T (the "Transactions"); and
WHEREAS, Franchisee will continue to hold the Franchise after consununation
of the Transactions; and
WHEREAS, FCC Form 394 with respect to the Transactions has been filed with
the Franchise Authority; and
WHEREAS, the parties have requested consent by the Franchise Authority to the
Transactions.
Resolution No. 99-28p¡¡ge I
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL
WAY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to and approves the
Transactions to the extent that such consent is required by the terms of the Franchise and
applicable law, provided that:
A)
TCI and AT&T agree that TCI as a wholly owned subsidiary of
AT&T, will continue to be bound by the terms of the Master Cable
Television Ordinance No. 95-239, and the Franchise, any amendments
thereto; and
.
B)
In accordance with Exhibit 4 of the FCC Form 394, if, in the
future, AT&T offers services other than those cable television services
currently authorized by the Franchise and any applicable laws, AT&T will
obtain any necessary federal, state or local authorization prior to the
introduction of such services over Franchisee's System. Implicit in this
statement is the obligation to pay to the Franchise Authority any fees, taxes
or other assessments as may lawfully be levied; and
C)
The fmal merger agreement consununated 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. Severability. If any section, sentence, clause or phrase of this
resolution should be held to be invalid or unconstitutional by a court of competent
Resolution No.99-28J'age 2
jurisdiction, such invalidity or unconstitutionality shall not affect the validity or
constitutionality of any other section, sentence, clause or phrase of this resolution.
SECTION 3. Ratification. Any act consistent with the authority and prior to the
effective date of the resolution is hereby ratified and affirmed.
SECTION 4. Effective Date. This resolution shall be effective immediately upon
passage by the Federal Way City Council.
RESOLVED BY THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, this ~ day of Jaooary, 19~9. February, 1999.
CITY/~ FEDERAL WAY
h~~
Jrw~~- MAYOR. RON ORITZ
CITY CLERK, N. CHRISTINE GREEN, CMC
APPROVED AS TO FORM:
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CITY ATTORNEY, LONDI K. LINDE L
FILED WITH THE CITY CLERK: 1/25/99
PASSED BY THE CITY COUNCIL: 2/2/99
RESOLUTION NO. 99-285
Resolution No. - Page 3