R-1745-7-99RESOLUTION NO. 1745-7-99 (R)
' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, EXPRESSING CONSENT TO THE TRANSFER AND CHANGE
OF CONTROL OF THE CABLE COMMUNICATIONS FRANCHISE WITH TCI
CABLEVISION OF NORTH TEXAS, INC.; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, TCI Cablevision of North Texas, Inc. ("Franchisee") is duly authorized to operate and
maintain a cable communications system in Allen, Texas by the City of Allen, Texas pursuant to a
franchise granted by the City; and
WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger (the "Merger Agreement")
among AT&T Corp., a newly formed wholly owned subsidiary of AT&T (the "Merger Sub"), and Tele-
Communications, Inc., ("TCI"), the parent of Franchisee, dated as of June 23, 1998, and Merger Sub will
merge with and into TCI with TCI as the surviving corporation in the merger, and as a result of the
transactions contemplated by the Merger Agreement, TCI will become a wholly owned subsidiary of
AT&T; and
WHEREAS, Franchisee will continue to hold the franchise after consummation of the Merger Agreement;
and
WHEREAS, FCC form 394 with respect to the Merger Agreement has been filed with the City of Allen;
and
' WHEREAS, the Franchisee has requested consent by the City of Allen to the transactions contemplated by
the Merger Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
COLLIN COUNTY, TEXAS, THAT:
SECTION 1. That the City Council of the City of Allen, Texas, as the local Franchise Authority, hereby
consents and approves of the transactions contemplated by the Merger Agreement to the extent that such
consent is required by the terns of the franchise and applicable law.
SECTION 2. The City Council's consent to a transfer contemplated by the Merger Agreement is
expressly conditioned upon and subject to the Franchisee's agreement that:
A. The City shall have authority to continue regulating the basic service tier,
equipment, and installation rates as provided by law;
B. The City shall have authority to collect any underpayment of franchise fees;
C. The City shall have the authority to pursue and/or resolve any and all outstanding
rate matters;
ID. The City shall have the authority to require strict compliance with any and all terms
of the franchise;
E. The City shall have the authority to consider during franchise renewal proceedings,
to the extent permitted by law, the past performance of Franchisee as if no transfer
' were effectuated by the Merger Agreement; and
F. The Franchisee shall continue to be responsible for all obligations and liabilities
under the franchise prior to and after the effective date of the Merger Agreement.
I
SECTION 3. This resolution shall become effective immediately upon its passage.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, ON TIRS THE 15TH DAY OF JULY, 1999.
APPROVED:
Stephen Terrell, MAYOR
APPROVED AS TO FORM ATTEST:
ter G. Smith, ary ATTORNEY J y Mor on, CMC, CITY SECRETARY
Resolution No. 1745-7-99(R) Paget