Resolution 978RESOLUTION NO. 978
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDMONDS, WASHINGTON, APPROVING THE TRANSFER
OF CONTROL OF THE CABLE TELEVISION FRANCHISE.
WHEREAS, Edmonds Cable Company (hereafter referred to as "Franchisee "),
whose ultimate parent is AT &T Corp. (hereafter referred to as "AT &T ") is duly authorized by
the City of Edmonds (hereafter referred to as "Franchise authority ") to operate and maintain a
cable communications system (hereafter referred to as "the System ") in Edmonds, Washington,
pursuant to a franchise granted by the Franchise Authority per Ordinance No. 3083 (hereafter
referred to as "the Franchise "), and,
WHEREAS, AT &T, TCI Cablevision of Washington (hereafter referred to as
"TCI Washington ") and Franchisee are parties to a Limited Liability Purchase Agreement,
pursuant to which Franchisee will contribute the assets and liabilities associated with the cable
television system serving the community represented by the Franchise Authority to TCI
Edmonds, LLC (hereafter referred to as the "LLC ") and Franchisee will then immediately sell all
the ownership interests in the LLC to TCI Washington (collectively, the "Transfer "). As a result
of the Transfer, TCI Washington will become the parent entity of the LLC which will then hold
the franchise; and
WHEREAS, TCI Washington and Franchisee have requested consent by the
Franchise Authority to the Transfer in accordance with the requirements of the Franchise and
have filed an FCC Form 394 with the Franchise Authority; and
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WHEREAS, Franchise Authority has reviewed the transfer application (including
Federal Communications Commission form 394) and conducted its review of the legal, technical
and financial qualifications of TCI Washington; and
WHEREAS, Franchise Authority believes it is in Franchise Authority's interest to
approve TCI Washington's holding of control of Franchisee and finds the LLC suitable to hold
the Franchise; now, therefore,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON,
HEREBY RESOLVES AS FOLLOWS:
Section 1. The Franchise Authority hereby consents to and approves transfer of a
cable franchise originally granted to Edmonds Cable to TCI Washington's holding and control of
said Franchise to the extent that such consent is required by the terms of the Franchise and
applicable law, provided, however, that nothing herein shall be interpreted-to waive or release
TCI Washington, the Edmonds Cable Company, and/or any other real party in interest and/or
guarantor from any claim, loss or liability arising under the original grant of a Franchise to
Edmonds Cable Company, the basis for which was not specifically revealed to the City or known
by the City as of the date the Franchise was approved. The City specifically reserves the right to
review, audit and determine whether all franchise fees were calculated by and paid for in
accordance with the terms of the Franchise Agreement.
Section 2. The Franchise Authority confirms that (a) the Franchise was properly
granted or transferred to Franchisee, (b) the Franchise is currently in full force and effect and
will expire on April 26, 2011, subject to options in the Franchise, if any, to extend such term, (c)
the Franchise supersedes all other agreements between the Franchise Authority and the
Franchisee (other than those specifically stated in Section lherein), (d) the Franchise and
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Franchisee has no obligations to the Franchise Authority other than those specifically stated in
the Franchise (and those specifically stated in Section 1 herein), and (e) Franchisee is materially
in compliance with the provisions of the Franchise and to the knowledge of the Franchise
authority, no fact or circumstance exists which constitutes or which, with the passage of time or
the giving of notice or both, would constitute a material default or breach under the Franchise or
would allow the Franchise Authority to cancel or terminate the rights under this Franchise (other
than those specifically stated in Section 1 herein).
Section 3. Pursuant to the terms of the Franchise and any applicable federal, state
or local law and on the giving of reasonable written notice, TCI Washington and the LLC may
transfer the Franchise or control related to the Franchise to any entity controlling, controlled by,
or under common control with AT &T Corp.
Transfer.
Section 4. This Resolution shall be deemed effective upon the closing of the
RESOLVED this 22nd day of February, 2000.
APPROVED:
MA OR, Y HAAKENSON
ATTEST /AUTHENTICATED:
CITY CLERK, SANDRA S. CHASE
FILED WITH THE CITY CLERK: 02/18/2000
PASSED BY THE CITY COUNCIL: 02/22/2000
RESOLUTION NO. 978
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