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Home My WebLink About2862 RESOLUTION NO. 2862 A RESOLUTION of the City Council of the City of Bremerton, Washington, approving the proposed change of control of TCI Cablevision of Washington, Inc., holder of a Cable Franchise in Bremerton, from AT&T Corp., to AT&T Comcast Corporation. WHEREAS, the City of Bremerton ("Franchise Authority") authorized the issuance of a Franchise Agreement to TCI Cablevision of Washington, Inc. (the "Franchisee") by Ordinance No. 4598 passed by the Bremerton City Council on or about July 12, 1997 and documented by Franchise Agreement dated August 21, 1997 ("TCIIBremerton Franchise"); and, WHEREAS, AT&T Corp. ("AT&T") acquired Tele-Communications, Inc. ("TCI") the ultimate parent corporation of the Franchisee pursuant to an Agreement and Plan of Merger dated June 23, 1998; and, WHEREAS, pursuant to Resolution No. 2687, the Bremerton City Council consented to the change of control of the Franchisee from TCI to AT&T as required pursuant to Sections 2.7 and 2.8 of the TCI/Bremerton Franchise; 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 now intends to merge AT&T Broadband Corp. 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 between AT&T Corp. and 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 Corp. and AT&T Broadband Corp. (the "Merger"); and, 1 Cable Franchise 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 Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited liability 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 System and continue to hold and be responsible for performance of the TCIlBremerton Franchise dated August 21, 1997; and, WHEREAS, the Franchisee and AT&T Comcast have requested that Franchise Authority consent to the Transactions in accordance with the requirements ofthe TCI/Bremerton Franchise and have filed an FCC Form 394 ("Transfer Application") with the Franchise Authority requesting such consent to the Transactions; and WHEREAS, the Franchise Authority is willing to consent to the Transactions; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The recitals set forth above are hereby incorporated by reference. SECTION 2. The Franchise Authority hereby consents to the Transactions as outlined in the recitals above in accordance with the terms of the TCI/Bremerton Franchise and applicable law. SECTION 3. AT&T Comcast and the Franchisee agree that the Franchisee shall be subject to and comply with the lawful requirements of the TCIlBremerton Franchise and Resolution No. 2687, attached hereto as Exhibit A, including all applicable ordinances, orders, contracts, agreements, commitments, side letters, and regulatory actions taken pursuant thereto, 2 Cable Franchise including but not limited to system upgrade commitments, support for Public, Educational, and Governmental ("PEG") cable access; and institutional network construction requirements in all respects and without exception. SECTION 4. AT&T Comcast and the Franchisee agree that the Franchisee remains responsible for any and all non-compliance under the TCIlBremerton Franchise that may now exist or may later be discovered to have existed during the term of the franchise, even if prior to the closing of this Transaction. SECTION 5. (1) This Resolution shall not be effective until accepted in writing by AT&T Comcast. The acceptance, which shall be contingent upon final closing of the Transactions shall be substantially similar in form to that attached hereto as Exhibit A. (2) Within thirty (30) days after completion of the Merger, AT&T Comcast and the Franchisee shall file in the Office of the Administrative Services Director such written acceptance of this Resolution meeting the approval of the City Attorney and documentation evidencing completion of the Merger. (3) A failure on the part of AT&T Comcast and Franchisee to file such written acceptance and documentation within such time shall be deemed an abandonment and rejection of the rights and privileges conferred hereby and this Resolution shall thereupon be null and void. Such acceptance shall be unqualified and shall be construed to be an acceptance of all the terms, conditions and restrictions contained in this Resolution. SECTION 6. This Resolution shall have the force of a continuing agreement with Franchisee and AT&T Comcast, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and AT&T Comcast. SECTION 7. Severabilitv. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. 3 Cable Franchise SECTION 8. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED by the City Council of the City ofBremerton, Washington this 26th day of June, 2002. ~~~ CAROL ARENDS, Council President APP~~ ~p'.." .:::"'_ r 01-1- ROGER A. LUBOVICH, City Attorney ATTEST: ~~~SKEY' City Clerk 4 Cable Franchise Director of Administrative Services City of Bremerton ' 239 Fourth Street Bremerton, Washington 98337 This is to advise the City of Bremerton, ,Washington that AT&T Comcast Corporation hereby accepts the terms and conditions of Resolution No.'2862, passed by the City Council on June ,26, 2002, consenting to a change of control of TCI Cablevision of Washil1gton, Inc. (the , "Franchisee") from AT&T Corp. to AT&T Comcast Corporation~ 'AT&TComcast Corporation and the Franchisee agree that the Franc;:hisee shall abide by, each and 'every provision of the franchise agreement, including all applicable ordinances, order~, coptracts, agreements, side letters, commitments, and regulatory actions take~ pursuant hereto, as applicable, and without exception, subject to applicable federal, state and local law. ' By: lh -tv{ W ::I~~GTON,INC.. AT&T COMCAST CORPORATION Title: Arthur R. Block Senior Vice President Title: LeAnn Talbot, Senior Vice President Date: July 29, 2002 Date: July 25, 2002 STATE OF Pennsylvania ) )ss COUNTY OF Philadelphia ) This Acceptance was acknowledged before me on the 29th day of July, 2002, by ,LJRfHcAle... ~_ f'8LO(!.(C , asSt;;:-;..Jid,/{. VleFl.? rkF$:r.o@l--;,adulyauthorized representative of AT&T Comcast Corporation. &-.~~< ;L{ ;Not~;P:ublic for'the tate ~, My Co~ssion Expires: 1--;J..o - 0 h NOTARIAL SEAL GRACE M, SAPINOSA, Notary.public;: City of Philadelphia: Phlla. County ':iy CommiSSion Expires Jul 20, 2006 1 Cable Franchise "- STATE OF /;tJWv1.?uYh COUNTY OF k~~ . dJ:rC~was acknowledged before me 0'; thed~ 4i o~ ~ ' 2o.~ by , ,~ as ~ Wit t:;r.de"" , a tluly authonzed representative ofTCI Cablevision of Washington, Inc. , ) )ss ) . r..".......i...... "l t L 4 "., ~ ~.~'n:r,. ~ . . ..-'0 .\'..... , t- " \",_.. '., d'..n"~ ,~+ #.,'~. ... it or...~ +.. ". '% ~ ~ }---; : G:l : -. ' .0 ... "". c tit "nuc ..' , R:\LEGAL~stll\lif~ms\A ;&T -Comcast Merger.doc Notary Pub 'c for the State of My Commission Expires: 2 Cable FraJ1.cltise