Ordinance 340300006.080049
VEO/
06/11/02
ORDINANCE NO. 3403
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON, APPROVING THE CHANGE OF CONTROL
OF TCI EDMONDS, LLC, (THE "FRANCHISEE ") FROM
AT &T CORP. TO AT &T COMCAST CORPORATION WITH
CONDITIONS AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, AT &T CORP. intends to merge its cable assets 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 Corp., AT &T Broadband Corp., Comcast Corp. 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
WHEREAS, following the transactions, the Franchisee will be controlled by
AT &T Comcast, but will continue to operate the system, continue to hold and be responsible for
performance of the cable franchise; and
WHEREAS, Franchisee and AT &T Comcast ask the City's consent to the change
of control in accordance with chapter 4.68 of the Edmonds Municipal Code and have filed an
FCC Form 394 ( "Application ") with the City requesting such consent; and
WHEREAS, on July 2, 2002, the Edmonds City Council held a public meeting to
review the Application; and
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WHEREAS, the City reviewed the Application, examined the legal, financial and
technical qualifications of AT &T Comcast followed by all required procedures in order to
consider and act upon the Application and considered the comments of all interested parties; and
WHEREAS, the City is willing to consent to the change of control, subject to the
completion of the merger and Franchisee's compliance with the cable franchise ; and
WHEREAS, the Franchisee has unconditionally accepted the terms of the existing
franchise agreement and agreed to comply with the terms and all agreements existing between
the Franchisee and the City; NOW, THEREFORE,
FOLLOWS:
THE CITY COUNCIL OF THE CITY OF EDMONDS DO ORDAIN AS
Section 1. The City hereby consents to the change in control in accordance
with the terms of applicable law, subject to the following conditions:
a. In all respects and without exception, AT &T Comcast agrees and
acknowledges that the change of control will not affect, diminish, impair or supersede the
binding nature of the cable franchise and any other valid ordinances, resolutions, and agreements
applicable to the operation of the cable system, including but not limited to any existing
guarantees, and AT &T Comcast acknowledges that the Franchisee shall comply with all lawful
and applicable requirements of Edmonds Municipal Code Chapter 4.68, Ordinance 3083 (the
"Franchise "), as amended, and all related applicable and lawful orders, contracts, agreements,
commitments, side letters, franchise amendments and regulatory actions.
b. The City's consent to the change of control shall not be construed
to constitute a waiver or release of any rights the City may have now or in the future under
federal and/or local law; the Franchise, and/or any separate written agreements, letters, etc., with
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the Franchisee. The City expressly reserves its rights to conduct a complete renewal proceeding
pursuant to 47 USC §546, including but not limited to, conducting a complete review of the
Franchisee's compliance with, and performance under, the Franchise and any other obligation
they may have under federal, local law, beginning from the effective date of the Franchise
through the Franchise term and including, without limitation, any Franchise term extensions
thereto up to and including during the Franchise renewal process.
C. The Franchisee shall continue to comply with all valid local laws,
agreements, and Franchise requirements consistent with applicable federal and state law.
d. The merger transaction between AT &T and Comcast shall
substantially conform to the FCC Form 394 and the supplemental information provided by
AT &T and Comcast through the request for information process undertaken by the City.
AT &T Comcast acknowledges and the Franchisee agrees that the
Franchisee shall remain responsible for any and all non - compliance under the Franchise or any
other law or obligation 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.
f. AT &T Comcast acknowledges and the Franchisee agrees that
Franchisee shall comply fully with all lawful and applicable Franchise provisions and shall meet
or exceed all lawful and applicable federal, state and local requirements.
g. Franchisee agrees that within thirty days of the completion of this
change of control, it will submit an updated corporate organization chart ideniifying the names,
roles, positions, and locations of local Franchisee officers and directors.
Section 2. This consent to a change of control granted under this ordinance is
conditioned upon the unconditional written acceptance of AT &T Comcast and Franchisee,
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accepting the conditions of this ordinance and filed with the City Clerk within thirty (30) days
following the effective date of this ordinance. AT &T Comcast and Franchisee shall file with the
City a written unconditional acceptance of such ordinance conditions applicable to each such
company in a form acceptable to the City Attorney, which shall be and operate as an acceptance
of such terms and conditions and limitations applicable to Franchisee or AT &T Comcast as
contained in this ordinance.
Section 3. In the event that the transaction or transactions which are the
subjects of this ordinance do not close for any reason; or in the event that such transaction or
transactions close on terms substantially or materially different from the terms described in the
FCC Form 394 and from subsequent information provided to the City by AT &T and/or Comcast
that is relied upon by the City; or AT &T Comcast and the Franchisee do not, acknowledge or
accept and comply with each and every condition of the transfer of control required of them
respectively as set forth in this ordinance; then the consent provided for in Section 1 shall be
voidable at the discretion of the City, and the City shall be deemed to have disapproved the
transfer of control under the Franchise and federal law, and all remedies under the Franchise
shall be available to the City.
Section 4. By consenting to the transaction, the City does not waive or release
any rights of the City in and to the streets as provided by state law and the Edmonds Municipal
Code, nor does the City waive or release any claim or issue of compliance it may have, known or
unknown, now or in the future, against the franchisee or any successor.
Section 5. If any section, sentence, clause or phrase of this ordinance shall be
held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
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unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this ordinance.
Section 6. This ordinance shall take effect and be fully in force five (5) days
after publication of the attached approved summary thereof consisting of the title.
PASSED by the Council of the City of Edmonds this 2nd day of July, 2002.
APPROVED by the Mayor of the City of Edmonds this 2nd day of July, 2002.
CITY OF EDMONDS
M OR 0- "
4=Ann-
ATTEST/AUTHENTICATED
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
FILED WITH THE CITY CLERK: 06/28/2002
PUBLISHED: 07/10/2002
EFFECTIVE DATE: 07/15/2002
ORDINANCE NO. 3403
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SUMMARY OF ORDINANCE NO. 3403
of the City of Edmonds, Washington
On the 2 °a day of July, 2002, the City Council of the City of Edmonds,
Washington, approved Ordinance No. 3403, the main points of which are summarized by its title
as follows:
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON, APPROVING THE CHANGE OF CONTROL
OF TCI EDMONDS, LLC (THE "FRANCHISEE ") FROM AT &T
CORP. TO AT &T COMCAST CORPORATION WITH
CONDITIONS AND ESTABLISHING AN EFFECTIVE DATE.
The full text of this ordinance will be mailed upon request.
APPROVED by the City Council at their meeting of July 2, 2002.
?,W4�
'ed�� ,,or CITY CLERK
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City of Edmonds
Summary of Ordinance No. 3403
a printed copy of which is hereunto attached, was published in said newspaper
proper and not in supplement form, in the regular and entire edition of said
paper on the following days and times, namely:
July 10, 2002
and that said newspaper was regularly distributed to its subscribers during
all of said period.
., 0 1 Principal Clerk
Subscribed and sworn to before me this 10th
day of July, 2002
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"Publicin state of W , re$i ink at
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EDMONM'CM CLERK
Affidavit of Publication
STATE OF WASHINGTON,
COUNTY OF SNOHOMISH
}
S.S.
.
S MMARY OF ORDINANCE NO. 34
of the dy 01 E moods, ashington
On the 2nd day of uly, 2002, the City Council of the
No. 3403. A
City of Edmonds, passed Ordinance
summary of the content of said ordinance, consisting of
The undersigned, being first duly swom on oath deposes and says that she is
I provides as follows:
the title,
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON, APPROVING THE CHANGE OF
CONTROL OF TCI EDMONDS. LLC (THE
Principal Clerk of THE HERALD, a daily newspaper printed and published
FRANCHISEE ") FROM AT &T CORP. TO AT &T
COMCAST CORPORATION WITH CONDITIONS
ESTABLISHING N FE EFFECTIVE DATE.
''
in the City of Everett, County of Snohomish, and State of Washington; that
AN uSIIT this ordinance malled upon
re nest. y
APPROVED by the City Council at their meetin g of Jul
said newspaper is a newspaper of general circulation. in said County and
2, 2002..
SANDRA S. CHASE, CITY CLERK
Published: July 10, 2002.
State; that said newspaper has been approved as a legal newspaper by order
of the Superior Court of Snohomish County and that the notice
City of Edmonds
Summary of Ordinance No. 3403
a printed copy of which is hereunto attached, was published in said newspaper
proper and not in supplement form, in the regular and entire edition of said
paper on the following days and times, namely:
July 10, 2002
and that said newspaper was regularly distributed to its subscribers during
all of said period.
., 0 1 Principal Clerk
Subscribed and sworn to before me this 10th
day of July, 2002
��0 • • q�,c't t
'•� t,OTAR
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"Publicin state of W , re$i ink at
Everett, Snohomish Coun 0 (P • 6
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t t 1 1 2 2002
EDMONM'CM CLERK