Res 02-363r � �
RESOLUTION NO 02
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY APPROVING THE CHANGE OF CONTROL OF
THE CABLE COMMUNICATIONS FRANCHISE.
WHEREAS, TCI Cablevision of Wasfiington, Inc. and Tele-Vue Systems,
Inc., whose parent company is AT&T Corp. ("AT&T"), are the "Franchisees" duly
authorized by the City of Federal Way (the "Franchise Authorit}�') to operate and
maintain a cable communications system (the "System") in Federal Way, Washington
pursuant to the franchises granted by the Franchise Authority under Ordinance No. 95-
238 and 96-264 (the "Franchises"); and
WHEREAS, AT&T intends to merge with Comcast Corporation
("ComcasY') 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
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 Franchisees, or indirect ownership of the
Franchisees, may be transferred through one or more internal transfers or mergers to
another direct or indirect subsidiary of AT&T, or Franchisees may elect as permitted by
Resolution No.02-363, Page 1 � G I�N A L
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law to convert or reorganize legal form to a limited liability company (together with the
Merger, the "Transactions"); and
WHEREAS, following the Transactions, the resulting entity will be
controlled by AT&T Comcast but will continue to operate the System and continue to
hold and be responsible for performance of the Franchises; and
WHEREAS, FCC Form 394 with respect to the Transactions has been
filed with the Franchise Autnority; and
WHEREAS, the Franchisees have requested consent by the Franchise
Authority to the Transactions; and
WHEREAS, Federal law and the Franchises authorize the Franchise
Authority to review and approve any proposed change of control, including the proposed
transaction; and
WHEREAS, AT&T Comcast has stated that the Franchisees will continue
to comply with the lawful terms and provisions of the existing Franchises and agreements
following the Merger; and
WHEREAS, Franchisees have, in a separate agreement (attached hereto as
Exhibit A), documented the existence of certain relevant issues concerning the
Franchisees' performance under the Franchises, and the Franchisees have committed to
exercise good faith efforts to resolve such issues separate and apart from the consent
process; and
WHEREAS, the Franchise Authority has reviewed the proposal and has
recommended approval of the proposal, provided certain assurances and considerations
are obtained from AT&T in the public interest.
Resolution No.02-363� page 2
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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) The Franchise Authority's consent to the change of control shall not be
construed to constitute a waiver or release of any rights it may have under
the Franchises, any separate written agreements with the Franchisees, or
applicable law; and
B) AT&T and Comcast agree that AT&T and the Franchisees will continue to
be bound by the terms of the Master Cable Television Ordinance No.
95-239, the Franchises, and any amendments thereto, and shall provide
written acknowledgement of this agreement to the City within thirty (30)
days after the adoption of the Resolution; and
C) If, in the future, AT&T offers services other than those 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
D) 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
Resolution No9 2-363 � page 3
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control submitted to the Franchise Authority and, within thirty (30) days
after the closure of the transaction, Franchisees shall notify the City in
writing that the transaction has closed consistent with the terms identified
herein.
SECTION 2. Severabilitv. If any section, sentence, clause or phrase of
this resolution should 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 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 , 2002.
CIT F FEDERAL WAY
/,� .
J�
MA R, JEANNE BURBIDG
AT � �
CIT CLERK, . CHRIS INE G EN, CMC
APPROVED AS TO FORM:
,�% � - �I/!i7''� . /
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FILED WITH THE CITY CLERK: 5/ 28 / 02
PASSED BY THE CITY COUNCIL: 06/04/02
RESOLUTION NO. 02-363
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Resolution No.02-363� page 4