Resolution No. 99-05 L 6C
® CITY OF TIGARD,OREGON f
— RESOLUTION NO.99-_Q-5
® A RESOLUTION CONSENTING TO THE CHANGE OF CONTROL OF TELE-COMMUNICATIONS,
r C..iii AT&1'INC.
WHEREAS,the City of Tigard is a member of the Metropolitan Area Communications Commission
(hereinafter"MACC");and,
WHEREAS,in 1982,the member jurisdictions of MACC entered into a Cable Communications System
Franchise Agreement(hereinafter"Agreement")with Storer Metro Communications,Inc.(hereinafter
"Storer")to allow for the operation of a cable television system which includes service to citizens of the
City of Tigard;and
WHEREAS,in 1986 the member jurisdictions of MACC approved the transfer of the cable television
franchise from Storer to Tidel Communications,Inc.(hereinafter"Tidel"),and authorized Tidel's
assignment of the franchise operation to Willamette Cable TV,Inc.(hereinafter"Willamette"),a
® corporation wholly owned at that time by Tidel;and
WHEREAS,in 1988,the member jurisdictions of MACC approved an amendment to the Agreement,
approved the transfer of the franchise from Tidel 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(hereinafter"Columbia");and
WHEREAS, in 1995, the member jurisdictions of MACC approved the transfer of the Agreement as
amended, and a transfer of control of Willamette whereby Willamette became wholly owned by TCI
Cablevision of Oregon, Inc. (hereinafter "TCIO"), whose parent is Tele-Communications, Inc.
(hereinafter"TCI"),and changed the name of Willamette to TCI of the Tualatin Valley,Inc.(hereinafter
"TCITV");and
WHEREAS,AT&T,Inc.,a New York corporation(hereinafter"AT&T"),and TCI have agreed to
merge their companies whereby TCI will become a wholly owned subsidiary of AT&T,and TCIO has
requested the consent of the MACC member jurisdictions for a change of control of TCIO's parent
company TCI,by filing a Federal Communications Commission Form 394 with MACC and with each
member jurisdiction thereof,as contemplated by Sections 3.5 and 3.6 of the Agreement;and
l WHEREAS,federal law establishes a procedure and criteria for local franchise authorities to review
requests for changes of control of the Agreement to assess the legal,technical,and financial ability of
the new controlling entity to own and operate the franchise under the terms and conditions of the
Agreement,as amended;and
WHEREAS,MACC staff has reviewed the Form 394 from TCIO and has requested and reviewed
certain additional information from both TCIO and AT&T,including assurances made by each entity,
in order to assess the legal,technical and financial qualifications of the new entity to perform under the
Agreement;and.
RESOLUTION NO.99-jJ-
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WHEREAS,MACC held a public hearing on the 17th day of November, 1998 wherein it received
public testimony and written and electronic communications;and
WHEREAS,MACC has received a letter of assurance from AT&T,wherein AT&T agrees to abide
by the tc-s and conditions of the Agreement as amended and recognizes significant local issues of
concern,which letter of assurance is aaaclted hereto as Exhibit"A";and
WHEREAS,ollowing consideration of testimony received during the public hearing and the iuli cc ra
of triose proceedings,the Commission adopted Resolution No.93-5 recommending approval of the
transfer request to its member jut-.-idictions,which Resolution is attached hereto as Exhibit"B";
NOW,THEREFORE,BE IT RESOLVED BY THE TIGARD CITY COUNCIr-_,that:
Section 1. The findings of MACC demonstrate the applicant's legal,technical and financial
qualifications to perform under the Agreement.
Section 2. The Cit,of Tigard hereby consents to the change of control to AT&T,Inc.as set forth
in the Federal Communications Commission Form 394 submitted by TCI and
AT&T,Inc.,pursuant to Sections 3.5 and 3.5 of the Agreement.
Section 3. The consent granted herein shall become effective upon completion of each of the two
following events:
a. MACC staff's formal written determination that all member jurisdictions have so
consented and
b. Completion of the merger between TCI and AT&T.
Section 4. The City Recorder and his/her designee are authorized to execute and file a copy of this
Resolution with MACC.
PASSED: This aLf day of 1999.
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or-City of Tigard
a ATTEST:
City Recorder-City of Tigard
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RESOLUTION NO.99-P5
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