Resolution No. 95-51 CITY OF TIGARD, OREGON
RESCLUTION NO. 95- S)__
A RESOLUTION CONSENTING TO THE TRANSF3R OF CONTROL OF WILLAMETTE CABLE
TV INC. FRCoH CUI-J,�-TBIA CABLE OF OREGON TO TCI CABLEVI,SION OF OREGON
WHEREAS, the City of Tigard is a member of the Metropolitan Area
f`nmmi?nirati- Cnmm-i Scion; and
WHEREAS, in 1982, the member jurisdictions of the Metropolitan Area
Co««<rani clip.^s Commission (MACC) entered into a Cable Communication
System Franchise Agreement (Franchise Agree rent) with Storer Metro
Communications, Inc. (Storer) to operate a cables television system which
includes service to Citi%ens of the City of Tigard; and
iEREAS, in 1986, the members of MACC approved the transfer of the cable
television franchise from Storer to Tidel Communications, Inc. , (Tidel) ,
and authorized Tidel's assignment of franchise operation to Willamette
Cable TV, Inc. (Willamette), a corporation wholly owned at that time by
Tidel; and
WHE7REAS, in 1988, the members of MACC approved an amendment to the
Franchise Agreement, approved a transfer of the franchise from Tide1 to
Willamette, and further approved a transfer of control of Willamette,
whereby Willamette became wholly owned by Columbia Cable of Oregon, a
Delaware general partnership (Columbia) ; and
PST'-EREAS, the Franchise Agreement and the amendments thereto listed on
Attachments 1 and 2 and the additional agreements listed on Attachments
1 and 2 are referred to herein as the 117ranchise Agreement;" and
WHEREAS, pursuant to Section 3 .S and Section 3.6 of the Franchise
Agreement, Willamette has requested the member jurisdictions' consent to
the transfer control of Willamatte, whereby Willamette would become
wholly owned by TCI of Oregon Inc. (TCIO) and upon consummation of the
transaction (the dat.g •ten which tha �
- tion Is corisummated being
referred to herein as the "Closing Date") , Willamette is expected to
change its name to TCI of Tualatin Valley, Inc. ; and
WHEREAS, Willamette and TCIO have requested the consent of the MACC
member jurisdictions to the transfer of control of Willamette by filing
a Federal Communications Commission (FCC) Form 394 with MACC and each
member jurisdiction; and
WHEREAS, federal law establishes a procedure for local authorities to
review requests for transfer of control or the cable television
franchise and assess the legal, technical, and financial ability of the
transferee to operate the franchise under the terms and conditions of
the Franchise Agreement; and
WHEREAS, MACC Staff has reviewed the FCC Form 394 and has requested
certain additional information of TCIO and has determined that TCIO has
the legal, technical, and financial qualifications to operate the cable
system according to the terms and conditions of the Franchise Agreement,
RESOLUTION NO. 95- 51
Page 1
and by adoption of MACC Resolution 95-8, attached as Exhibit "A" and
incorporated herein by this refErence, recommended to its member
jurisdictions that they consent to the transfer of control of
Willamette; and
WHEREAS, the consent of the MACC member jurisdictions shall be
conditioned upon the receipt by MACC of a Guarantee from TCIO in the
form attached to MACC Resolution 95-8 wherein TCIO will guarantee
performance of the franchise obligations of Willamette; and
11HEREAS, as of the date of this resolution, this memher 113rislier;o^_ ;
not aware of any breach of the Franchise that would result in a
termination of the Franchise, and as of the date of this resolution,
Columbia is in compliance with the terms and conditions of the Franchise
to the best knowledge of this member jurisdiction; and
WHEREAS, the Franchise Agreement as described on Attachments 1 -and 2
expires on February 10, 1999 and to the best knowledge of this MACC
member jurisdiction represents the entire understanding of * ACC, the
member jurisdictions, and Willamette and, furthermore, to the best
knowledge of this MACC member jurisdiction, Willamette has made no
commitments and owes no obligations to :.his member jurisdiction other
than those specifically stated in the Franchise Agreement as described
on Attachments 1 and 2; and
WHEREAS, the City Council deems it to be in the furl.herance of public
interest and welfare of its citizens to consent to the transfer of
control of W±llamette;
NOW, THERFFORE, BE IT RESOLVED by the Tigard City Council that:
A. The City of Tigard herebv consents to the transfer of control of
Willamette Cable TV, Inc. on the Closing Date whereby Willamette
would become a corpora ion wholly owi-ed by TCI Cablevision of
Oregc--
B. This consent is contingent upon the unanimous consent of the MACC
member jurisdictions to the transfer and upon MACC's receipt of the
Guarantee.
C. The Mayor/City Manager is authorized to file an executed true and
correct copy of this resolution with MACC.
PASSED: This ! day !a�e- 3_995.
M r - City of Tigard
ATTEST:
City Recorder - Cityofof Tigard
h:%1ogin\connie_h\re5Q1u
RESOLUTION NO. 95- S
Page 2
EXHIBIT A
GUARANTEE
On'this 7th day of Septe4b-- 1995,TCI Cablevision of Oregon,Inc. (TCIO),a
wholly orned subsidiary of TCI West, Inc., through its authorized representative
David M. Reynolds _, does hereby submit this sworn and notarized
L__:a fdhe.nPmt .nrryr,� pns ofthe Metropolitan Arra Communications Commission
i7rtariueioc for'u`s;,,,,,.,,..t. ....,
(MACC)listed on Attachment 3 hereto(the"Member Jurisdictions").
Willamette Cable TV,Inc.(Willamette)operates and maintains cable television systems in the Member
Jurisdictions pursuant to the Cable Communications System Franchise Agreement dated January 26,1982,
as amended in the Franchise Agreement, the amendments thereto listed on Attachments 1 and 2 and the
additional agreements listed on Attachments 1 and 2 being collectively referred to hercin as the"Franchise
Agreement"). From and after the closing date(the"Closing Data")of the Supplemental Agreement dated
as of June 20, 1995(the"Supplemental Agreement")by and among Columbia Associates,L.P.,Columbia
International, Inc.,Columbia Cable of Oregon,Willamette,Lib:rty of Greenwich,Inc.,TCI West,Inc.,
TCl/CI Merger Sub Corp.,and TCl/CA Merger Sub Corp. TCIO will be the sole shareholder of Willamette.
MACC has adopted Resolution 95-8 pursuant to which MACC recommended to the member jurisdictions
that they approve the transfer of control of Willamette to TCIO (the "Transfer"). .Attached hereto as
Attachment 4 is the form of resolutic.. (the"Model Resolution") which MACC recommended that the
member jurisdictions adopt to evidence their approval of the Transfer.
TCIO has agreed,that,if the transactions contemplatedby the Supplemental Agreement are consummated,
and if all of the member jurisdictions approve the Transfer pursuant to a force of resolution or ordinance
substantially in the form of the Model Resolution,TCIO will guarantee to the extent and subject to the
_ced_hions :;c `.:h h�oil-. cantair, cVigadoiu of A ilametto under the Franchise Agreument
Notwithstanding the date of delivery of this Guarantee to MACC and the Member Jurisdictions, this
Guarantee shall be of no force or effect unless and until the following conditions(the"Conditions")have been
met:(1)the Closing Date shall have occurred,and;(2)all of the Member Jurisdictions shall have approved
the Transfer pursuant to a form of resolution or ordinance substantially in the form of the Model Resolution,
as evidenced by written notice from TC10 to MACC that both conditions have been met This Guarantee
shall become void wi-Shout further action on the part of any party if the Closing Date does not occur on or
before December 31,1995.
_ Enective as of the date on which both conditions have been met TCIO,by and th-mugh the below signed and
swom representative,hereby agrees that it will guarantor the due and punctual performance by Willamette
of all the terms,conditions,and provisions of the Franchise Agreement applicable to it(the"Franchise
Obligations`],subject to any and all defenses available to Willamette under the,Franchise Agreement,at law,
in equity or other wise,and only to the extent such obligations accrue and relate to the period from and after
the Closing Date. The Franchise Obligations include,without limit-:.tion,all obligations of Willamette with
respect to continued funding and operation of the Public Communications Network(PCN),continued funding
of the cable access program; and continued funding of the security funds, deposits, and insurance as
prescribed by the Franchise Agreement
Exhibit A-Guarantee
Page 2
TCIO's agreement,effective as of the a ate on which both conditions have been met to guarantee the
Fninchise Obagazions to the extent mch obligations range and Mate to the period from and after the Closing
Date is subject to the condition that TC:10 shall be treated by MACC and the member jurisdictions of MACC
in all respects as if it were the fraacbisx and a signatory to the Franchise Agreement
WZthnnt t;--Ae;--the f sego-ing,in the e Pett•of any breach of or 'undw`the Franchise vy
Willazr ae after the Closing Dam,TCIas obligaions under this Guarantee are conditioned on TCIO being
given notice of much breach or default and as opportunity to care such breach or default in accordance with
tate terms of the Franchise Agreement as if TCIO were the franchisee thereunder.
Once this Guarantee becomes effective it shall unless terminated,substituted,or cancelled as hereinafter
provsded,re rnain in fan force and eff ct for the team of the Franchise Agreement and the following additional.
provisions shall apply 1)upon substitution of another guarantor reasonably satis:actany to the Member
7.rzi-Aicdons,this Guarantee shall be terminated,substitutes,or c-:-cell-:d upon thirty(30)days prior written
noticc from TCIO to MACC and Willamette;2)any such substitution or termination shall not release TCIO
under such vubstituted or terminated guarantee from any liability incurred or accrued prior to the effective
date of such substitution or termination,and;3) no claim,suir,cr action under this Guarantee shall be
brought against TCIO unless asserted or commenced no later than six(6)months after the effective date of
the termination or cancellation of this Guarantee.
Exhibit A-Guarantee
Page 3
The signatory to this letter has full authority to make the statements and representations herein an behalf of
TC ao.and the obligation of'rCIO to comply wih the tcxrns of this Guarantee if the Closing Date occurs and
is effectitro as of the date first set forth above.
TCI CABLEVISION OF OREGON,INC.
By.
Na--M; David M. R- ds
Title: President.
STATE OF eRE6el+ WASHID33MN)
ss
COL,i+'TY OF KING )
SUBSCRIBED AND SWORN to before me this 7th day of Sett ber .1995
by David M. ReyngZ s__,as the President of
TCI Cablevision of Oregon,Inc.(TCIO)and on behalf of-CIO.
eOu av Pueuo
3TAM0FWAutil74S-T42djAK
MV �-6E`MAY 2(LApiaryPublic for Oregon
'-RPsiding in ise!Ievuc, ?�
My Commission Expires- 5-20-96
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ATTACHMENT 1
Do,mems Amending Metropolitan Area Corrina-anications Commission Franchise Agreement
1. Memorandum of Understanding ("MOU"), dated 2/10/92, between MACC and
Columbia Cable of Oregon,regarding agreement by franchisee to maintain an ace-ount
into which franchisee shall deposit on yearly basis a paymnent equivalent to the cost
of the return modules that franchisee would otherwise have been required to
warehouse in that calendar year pu=rsuant to an earlier rA40U dated 4129;gs.
2. Memorandum of Understanding with Columbia Cable of Oregon,Inc.,signed 10/1190
and 10/8190,re joint operations of the-Public Communications Network through the
term of the€anchise and addressing cost issues.
3. Resolution No.90-16 extending the franchise expiation date to 2/10/99.
4. Resolution No.'-9-07 dated 9/20/89 amending both the Intergovernmental Agreement
and the Franchise Agreement to permit the City of araston to become a member of
MACC and a party to the Franchise.
5. Resolution No.88-11 extending the franchise expiration date to 2/10/98.
6. Agreement to Amend the Cable Communications System Franchise Agreement
between MACC and Willamette Cable'IV,Inc.dated 4/29/88.
7. Resolution No. 88-03 passed .April 20, 1988 by the AdACC reciting that the
conditions to the consent of MACC and its members to the transfer of franchise fsom
Tidel to Willamette,and the change in control of Willamette whereby it becomes
wholly owced by Columbia have been met(approving change in control).
3. Resolutions; passed in March 198$ by each of the k ACC member jurisdictions
consenting to the 5 actions recommended by MACC in Resolution No.88-02.
9. s erole.on No.86.07 dated 11/19/86 of MACC stating that Tide]formally accepted
the franchise terms and that all of the member jurisdictions approved the transfer
(approving transfer).
10. Resolution No.86-01 dated 7-119/86 of MACC Approv;-ng Changes in the Access
Requirements of the Franchise Agreement.
11. Resolution No.85-Oa dated 10/15/85 of MACC-Approving the Change of Ownership
of Storer Communications,Inc.
12_ Amendment to the Franchise Agreement,dated 10/8/85.
t
13. Resolution No. 84-3 dated 3/7/84 of MACC amending the Intergovemrneaatal
Agreement and the Cable Communications.System Franchise Agreement to permit
North Plains to biome a member of MACC and a party to the Franchise Agreement.
14, Resolution. No. 84-2 dated 3/9/84 of MACC amending the Intergovermsnental
Agreement and the Cable Communications System Franchise Agreement to pentait
Wilsonville to become a member of MACC and a party to the Franchise Agreement.
15. Resolution No. 82-4 dated.7/7/82 of MACC approving'u`ic amendment of Section
4.16,Undergrounding,of the Franchise Agreement.
16, Resolution No. 82-1 dated 2/10/82 approving the Construction Schedule of Storer
Metro Communications,Inc.and Establishing the Effective Date of the Franchise.
ATTACHMENT 2
Additional Documents/Agreements bet•iveen MACC and Franchisee
1. Agreement among MACC,Tigard Police Department,and Columbia Cable of Oregon
to provide Public Communications Network Data Services for i-igard Police
De-partment for the period from 11/1/94 to 6130/97.
2. Agteemer_t among MACC,Was ington County,and Columbia Cable of Oregon,Inc.
regarding Public Communications Network Voice Services for Washington County
for the period from 7/1/94 to 6/30/97(relating to voice services).
3. Agreement among MACC,Washington County,and Columbia Cable of Oregon,Inc.
regarding Public Communications Network Voice Services for Washington County
for the period from 7/1/94 to 6/30/97(relating to high speed data services).
4. Community Access Television Agreement,e:cecuted 10/13/92 by IvL CC and 10/6/92
by Columbia Cable of Oregon(as amended by a letter agreement dated 11=93 which
was exccuted by the parties on 2/8/93 and 2!1/93),setting forth terms established by
the Ac ess Evaluation.Committee pursuant to the Franchise Agreement.
5. Letter dated 5/21/92 8•om MACC,concurring that the sale of MONY's interests in
Columbia Associates,L.P.to Li'oerry of Greenwich,Inc.does not constitute a change
of control.
6. Memorandum of Understanding between MACC and Willamette dated 4/29/88 re:
construction,interactive services,etc.
7. Agreement dated 4/28!88 between MACC and Columbia Cable of Oregon to establish
evaluation criteria to be used in determining Willamette's access and local origination
programming support commencing 7/1/92.
Agreement between MACC,Tidel Communications,Inc.and Willarnette Cable TV,
Inc. dated 4/26/88 regarding payment of$36,000 to MACC in satisfaction of
Franchise.obligations in connection with access and local erigiration_
9. Agreement between MACC and Columbia Cable of Oregon dated 4/20/88 regarding
documents to be delivered and payments to be trade to MACC to be held in escrow
until completion of acquisition of Willa.:ette.
10. Report by MACC,dated March 1988,regarding transfer of the franchise and change
of control of Willamette Cable TV,Inc.(Tidel Communications, Inc.)to Columbia
Cable of Oregon,Incorporated.
11. Resolution No. 88-02 passed 2/24/88 by MACC, recommending that its member
jurisdictions consent to: (1)the transfer offmchL-n from Tidel to Willamette;(2)the
change in control of Willamette;(3)amendment of the franr`.tise agreement;(4)a
memorandum of understanding with Willamette; and (5) amendment of the
intergovemmental cooperation agreement between MACC and its member
jurisdictions.
"-solution No 8v_02 dated HMG/aS nr MACC recommending to the member
jurisdictions that they approve the sale from Storer to Tidel,contingent upon filing
of acceptance by Tide].
P".=M NDNIHIS ER'9O5OO515 W 4 ACC.RFSA7T
6/21/95 9:O4—