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00-13 . " . 'l. ,~ FCC Form 394 Filing GTE-BellAtlantic Merger Clearwater, Florida RESOLUTION _ 4# 00-/3 ATTAC,II /}/FtJ 1# fl)H /77 RJINll~~ -rlttE]) .1 . FtC FO~/YI 314 Fll/Ale, ~/$ _ 8e'-L-flTtA,f/rl'~ ~ -/YleIl6 el{' /J~FI'(E ~/l,.tnIN~ - DR. Ihtlf~JIM lk-uB k v.v ~ . . . RESOLUTION NO. 00-13 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPROVING THE PROPOSED GTE CORPORATION-BELL ATLANTIC CORPORATION MERGER; PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance 6046-96 adopted June 20, 1996, the City of Clearwater has a cable franchise with GTE Media Ventures Incorporated, which is a wholly owned subsidiary of GTE Corporation; and WHEREAS, on December 13, 1999, GTE Corporation submitted documents to the City of Clearwater requesting approval of its proposed merger with Bell Atlantic Corporation; and WHEREAS, in accordance with Section 14(b) of the cable franchise ordinance, GTE Corporation is requesting approval of the change or transfer in control of the company; now, therefore, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Pursuant to Section 14(b) of Cable Franchise Ordinance 6046-96 with GTE Media Ventures Incorporated, the City of Clearwater hereby approves the proposed merger of GTE Corporation and Bell Atlantic Corporation. The merger approval request and applicable Federal Communications Commission application documentation is attached to this resolution as Exhibit A and is available for inspection upon request in the City Clerk Department. This approval is conditioned upon the waiver by GTE Media Ventures, Inc., for itself and its transferees/assigns, of the provisions of Section 14(A) and (B) of Ordinance 6046-96. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 6th day of April ,2000. Approved as to form: J1 Pamela K. Akin, City Attorney Attest: Resolution No. 00-13 . . . , . To the Commission of the City of Clearwater, Florida: As you know, on December 13, 1999, GTE Media Ventures Incorporated filed an Application seeking consent for the change of control arising from the merger between its parent, GTE Corporation and the Bell Atlantic Corporation. As a result of discussions between representatives of the City and GTE Media Ventures pertaining to the Application, it has become apparent that the City has a concern that any possible future transfer or assignment of the GTE Media Ventures Franchise Agreement to an affiliate may negatively impact the continued operation of the franchise. This concern is heightened because Sections 14(A) and (B) of Ordinance No. 6046-96 do not require GTE Media Ventures to acquire prior consent from the City if the franchise or control is transferred to affiliates wholly owned by GTE Corporation. In view of that concern, the representatives have reached the following agreement, namely, in consideration for adoption by the Commission of the City of Clearwater, Florida, of Resolution # 00-13 GTE Media Ventures Incorporated agrees to waive for itself and its transferees/assigns, the provisions of Sections 14(A) and (B) of Ordinance No. 6046-96. GTE MEDIA VENTURES INCORPORATED .J na Marie Moran ce President/General Manager Video Services ~~ ;2.0 ~()OO Date /