HomeMy WebLinkAboutRES 3575CITY OF RENTON, WASHINGTON
RESOLUTION NO. 35 75
A RESOLUTION OF THE CITY OF RENTON, WASHINGTON,
CONSENTING TO A CHANGE OF CONTROL OF TCI CABLEVISION
OF WASHINGTON, INC., A/K/A AT&T BROADBAND, FROM AT&T
CORPORATION TO AT&T COMCAST CORPORATION.
WHEREAS, TCI Cablevision of Washington, Inc., a/k/a AT&T Broadband, the cable
franchise holder ("Franchisee") in the City of Renton (the "Franchise Authority") is an indirect
subsidiary of AT&T Corp. ("AT&T"); and
WHEREAS, AT&T Broadband Corp. is a newly formed, wholly-owned subsidiary of
AT&T that will hold directly and indirectly all of the assets and liabilities of certain other AT&T
entities, including the Franchisee; and
WHEREAS, AT&T intends to merge AT&T Broadband Corp. ("AT&T Broadband")
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 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 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
RESOLUTION NO. 35 75
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 cable franchise; 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 (the "Application"), 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
WHEREAS, AT&T Comcast has stated that the Franchisee 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, and followed all required procedures in
order to consider and act upon the Application; and
WHEREAS, the Franchise Authority is willing to consent to the Transactions, as set forth
below;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON,
WASHINGTON, DO RESOLVE AS FOLLOWS:
SECTION I. The above findings are true and correct in all respects.
RESOLUTION NO. 35 75
SECTION II. 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. That Franchisee complies with all valid local laws, franchise requirements and
agreements consistent with applicable federal and state law; and
B. That 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 franchise,
whether those rights arise before or after the change in control to AT&T Comcast.
SECTION HI. This Resolution shall be deemed effective upon adoption.
SECTION IV. 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.
PASSED BY THE CITY COUNCIL this 24th day of June , 2002.
B&7uruj~'\J. U)a£&^
Bonnie I. Walton, City Clerk
APPROVED BY THE MAYOR this 24th day of June 2002.
Approved as to form:
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Lawrence J. Warren, City Attorney
RES.921:6/20/02:ma
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Jesse*fanner, Mayor