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13762 1 RESOLUTION NO. 13,762 2 3 A RESOLUTION TO APPROVE THE TRANSFER OF A 4 TELECOMMUNICATIONS NETWORK FRANCHISE AGREEMENT BY 5 AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, AND 6 HYPERION COMMUNICATIONS OF ARKANSAS, LLC, TO LEVEL 3 7 COMMUNICATIONS, LLC; AND FOR OTHER PURPOSES. 8 9 WHEREAS, on or about July 16, 1997, the City of Little Rock, Arkansas (the "City") and Entergy 10 Local Fiber Company, a division of Entergy Technology Holding Company, entered into a 11 telecommunications network franchise agreement (the "Franchise Agreement") which was authorized by 12 Little Rock Ordinance No. 17,532, approved July 15, 1997; and, 13 WHEREAS,by adoption of Resolution No. 10,543 on May 4, 1999,the Little Rock Board of Directors 14 authorized an assignment of the Franchise Agreement to Hyperion Communications of Arkansas, LLC; 15 and, 16 WHEREAS, on September 7, 1999, Hyperion Communications of Arkansas, LLC, changed its name 17 to Adelphia Business Solutions of Arkansas, LLC; and, 18 WHEREAS, on December 13, 2000, Adelphia Business Solutions of Arkansas, LLC, merged into 19 Adelphia Business Solutions Investment, LLC; and, 20 WHEREAS, on April 8, 2004, Adelphia Business Solutions Investment, LLC, changed its name to 21 TelCove Investment, LLC, and as a result of the described name changes, all interest in the Franchise 22 Agreement previously held by Hyperion Communications of Arkansas, LLC, was held in the name of 23 TelCove Investment, LLC, an operating company of TelCove, Inc.; and, 24 WHEREAS,on July 24,2006,Level 3 Communications,Inc.,acquired TelCove,Inc.,and its operating 25 companies;and, 26 WHEREAS,on July 9,2013,Level 3 Communications,LLC,a subsidiary of Level 3 Communications, 27 Inc., submitted to the City a request for transfer of the Franchise Agreement to Level 3 Communications, 28 LLC,pursuant to Section 5.1 of the Franchise Agreement,which requires approval by the Little Rock Board 29 of Directors prior to any assignment or transfer of an interest in the Franchise, unless the transfer is to a 30 wholly owned subsidiary of the franchise holder or to an entity under common ownership with the franchise 31 holder. 32 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 33 OF LITTLE ROCK,ARKANSAS: [Page 1 of 21 1 Section 1. In consideration of Level 3 Communications, LLC's, agreement to assume and to fully 2 perform all of the duties, responsibilities and obligations under the Franchise Agreement and subject to 3 receipt and acceptance by the City of sufficient documentation confirming Level 3 Communications, 4 LLC's, assumption of, and agreement to perform,the Franchise Agreement,the City does hereby approve 5 and consent to the transfer of the Franchise to Level 3 Communications, LLC. 6 Section 2. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 7 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or 8 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and 9 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the 10 resolution. 11 Section 3.Repealer. A laws, ordinances, resolutions, or parts of the same, that are inconsistent with 12 the provisions of this resolution,are hereby repealed to the extent of such inconsistency. 13 ADOPTED: August 20,2013 14 ATTEST: APPROVED: 15 //• 16 ��I I L ���C.t i ;