HomeMy WebLinkAboutRes 56-05 12/06/2005
RESOLUTION NO. 56-05
A RESOLUTION CONSENTING TO ASSIGNMENT OF
TELECOMMUNICATIONS FRANCHISE AGREEMENT
WHEREAS, the corporate authorities of the Village of Mount Prospect entered
into a non-exclusive Franchise Agreement with Metropolitan Fiber Systems
(MFS), which agreement was effective on January 22, 1997, pursuant to
approval of Resolution No. 2-97 (the "Franchise Agreement"); and
WHEREAS, the Franchise Agreement allows MFS to install fiber optic cable in certain
locations within the Village rights-of-way; and
WHEREAS, MFS has been succeeded-in-interest by MCImetro Access Transmission
Services, LLC (MATS), which is a wholly owned subsidiary of MCI, Inc. (MCI); and
WHEREAS, MATS has given the Village notice of a pending merger between Verizon
Communications, Inc., Eli Acquisition, LLC, and MCI, pursuant to a certain Agreement
and Plan of Merger, dated February 14,2005, as amended, such that MATS will undergo
a change in control with MATS to remain the franchisee/permittee under the Franchise
Agreement with the Village of Mount Prospect; and
WHEREAS, MATS agrees that, upon and after the aforestated merger, it will assume all
of the obligations, liabilities and responsibilities of MFS pursuant to and in accordance
with the Franchise Agreement, including those accruing prior to the date of the
assignment; and
WHEREAS, Sections 18.1 and 18.2 of the Franchise Agreement require the Village's
consent prior to an assignment, which includes a substantial change in control ofMFS.
NOW, THEREFORE, BE IT RESOLVED, by the Mayor and Board of
Trustees of the Village of Mount Prospect, Cook County, Illinois:
SECTION 1: That the Village Manager is hereby authorized to execute the
Petition for Consent to Assignment between MCImetro Access Transmission Services,
LLC, and the Village of Mount Prospect, a copy of which Petition is attached hereto and
hereby made a part hereof as Exhibit "A."
SECTION 2: That this Resolution shall be in full force and
effect from and after its passage and approval in the manner provided by
law.
ADOPTED this 6th day of
December
,2005.
AYES: Corcoran. Hoefert, Korn, Lohrstorfer, Skowron. ladel
NAYS: None
ABSENT: None
APPROVED by me this 6th day of December
,2005.
,
:!Jtff~t?: iJ~
Irvana K. Wilks, Village President
ATTEST:
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M. Lisa Angell, Vill
M. ,(.,~~
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~ht-or-Way & Municipal Aflairs
Dept 72855/107
2400 North (JIenville Drive
Richardson, Texas 75082
October 14, 2005
VIA U.S. MAIL
Mr. Michael Janonis
Village Manager
Village of Mount Prospect
50 South Emerson Street
Mount Prospect, IL 60056
Re: Petition for Consent to Assionment
Dear Mr. Janonis:
This letter hereby references the franchise agreement/permit/ordinance
("Franchise Agreement") between Metropolitan Fiber Systems of Chicago, Inc.
and the Village of Mount Prospect. MClmetro Access Transmission Services
LLC is the successor-in-interest to Metropolitan Fiber Systems of Chicago, Inc.
and is a wholly owned subsidiary of MCt, Inc. ("MC!").
Pursuant to the terms and conditions of that certain Agreement and Plan of
Merger, dated as of February 14, 2005, as amended, by and among Verizon
Communications Inc. ("Verizon"), Eli Acquisition, LLC (" Merger Sub") and Met
(the "Merger Agreement"), Verizon, Merger Sub and MCt have agreed that at the
closing of the transactions contemplated by the Merger Agreement, Verizon shall
acquire MCr by the merger of MCI with and into Merger Sub, a wholly-owned
subsidiary of Verizon, with Merger Sub being the surviving corporation in the
merger. 1 In connection with such acquisition, MClmetro Access Transmission
Services LLC will undergo a change in control, but MCfmetro Access
Transmission Services LLC will remain the franchisee/permittee under the
Franchise Agreement with the Village of Mount Prospect after the closing of the
transactions contemplated by the Merger Agreement.
MCI recognizes that a change in control is deemed an "assignment" under the
Franchise Agreement. Accordingly, MCI hereby gives the Village of Mount
Prospect notice of its intent to complete the transaction contemplated by the
Merger Agreement. MCI also hereby petitions the Village of Mount Prospect for
consent to such transaction.
MClmetro Access Transmission Services LLC acknowledges and agrees that the
"assignment" described above will not relieve or release MClmetro Access
I Please visit MCI's website at: and select the link "Click Here lor the
Press Release" to learn more about the merger and about Verizon.
EXHIBIT A
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Vitlage of Mount Prospect
October 14, 2005
Page 2
Transmission Services LlC from its obligations, liabilities and responsibilities,
including those accruing prior to the date of the assignment, to the Village of
Mount Prospect under the Franchise Agreement. From and after the closing
contemplated by the M~rger Agreement, MClmetro Access Transmission
Services lLC will continue to perform and fully comply with all of the provisions,
terms and conditions of the Franchise Agreement.
In order to evidence your acknowledgment of the transaction described above,
and to provide your consent thereto, please execute this letter in the space
provided below and return it to MCI via facsimile to Jeff Markiewicz at (972) 729-
6700.
If you have any questions about this Jetter, please contact Jeff Markiewicz in
MCI's Municipal Affairs Department at (972) 729-7575 or DanieUe Agee in MCt's
Legal Department at 678-259-5039. Thank you.
Very truly yours,
MClmetro Access Transmission Services LLC
By
Na e: J mes R. Rush
Title". ice President
ACKNOWLEGED AN~PROVEDr
this Z2>~ day of 1fJ...{~ 2005:
Village of Mount Prospect