04042005 April 4, 2005 Attachments
April 4, 2005
5
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Council Member Smith reminded those present that the time change for daylight savings time is
a good opportunity to make certain that residential smoke detectors are in working order.
Council Member Lnenicka reminded those present that commemorative pavers are still available
for subscription at the Veterans Memorial.
Council Member Wood yielded the floor with no report.
Mayor Bacon expressed condolences to Council Member Pritchett for the recent loss of her
father.
CITIZENS INPUT:
There was none.
ADJOURNMENT:
With no further business, the meeting was adjourned at 8:20 p.m.
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A.MAXBACON,MAYOR
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(- .Ll/2dAU C< 11. . -
SU N D. HIOTT, CITY CLERK
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RON NEWCOMB, WARD 2
;;1;df '/rl'r;tcx&
MICHAEL McNABB, W A~ 4
BILL SCOGGINS, WARD 3
JIMMY D. SMITH , WARD 5
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A RESOLUTION OF THE CITY OF SMYRNA CONSENTING TO A TRANSFER OF
O\VNERSHIP AND CONTROL OF TELEPORT COMMUNICATIONS ATLANTA,
INC. FROM AT&T CORP. TO SBC COMMUNICATIONS, INC.
\VHEREAS, ON August 21 2000, the City of Smyrna ("City") granted to Teleport
Communications Atlanta, Inc, ("Grantee"), a nonexclusive franch{se (the "Franchise") to occupy
and use the streets within the corporate limits of the City to provide telecommunications
services through a telecommunications system; and
\VHEREAS, , Grantee requested renegotiation of a renewal franchise agreement, pursuant to
Article II(5) of the agreement, by means of a letter dated November 5,2003, attached hereto as
Exhibit A, and such renewal negotiations are pending; and
WHEREAS, Grantee and SBC Communications, Inc ("SaC") have submitted a letter dated
February 28, 2005 to the City, a copy of which is attached hereto as Exhibit a, describing the
pending acquisition of AT&T Corp. ("AT&T"), the direct parent of Grantee, by SBC and as a
result of the acquisition, Grantee will become a wholly owned subsidiary of SBC (the
"Transaction"); and
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WHEREAS, the Transaction represents a transfer of control of the Grantee and, pursuant to the
requirements of Article VIII (2) of the Franchise, Grantee has requested the City's consent to the
transfer;
NOW, THEREFORE, BE IT RESOLVED that the City of Smyrna does hereby consent to the
proposed Transfer, subject to the following conditions, to which the parties have agreed:
SECTION I. That Grantee, shall not be released from any obligations or liabilities under the
Franchise arising prior to the consummation of the Transfer and shall continue to assume all
obligations and liabilities under the Franchise, including without limitation, all obligations, if
any, as are currently required to have been performed but may not have not been performed, and
the obligations of the Grantee with respect to Franchise fee payments.
SECTION 2. That the parties submitting the application requesting consent stipulate that neither
the City's consent to the Transfer nor the completion of the Transfer themselves shall in any way
diminish or otherwise affect adversely any right that the City has, may have, or may at any time
subsequently acquire with respect to any matter, including, without limitation, any right of the
City to require compliance with the terms of the Franchise; it being acknowledged that the
stipulation in this Section 2 does not affect the finality of the City's consent to the Transfer
granted under this Resolution.
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,... SECTION 3. That the City's consent does not constitute and shall not be construed to constitute
a waiver of any obligations of the Grantee under the Franchise.
SECTION 4. That the transfer of control of the Franchisee and of all the rights and obligations
under the Franchise and under this Resolution shall take effect on and after the consummation of
the Transaction between and among AT&T and SBe.
Section 5. The City's consent shall be null, void and of no effect whatsoever if the Transaction
is not consummated by April 1,2007.
RESOL VED, this resolution shall become effective upon execution by the Grantee, SBC, and the
City. . ~
ADOPTED this ~ day of
)9 fUJ -
,2005.
CITY OF SMYRNA
By:
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Agreed to and Accepted:
Teleport Communications Atlanta, Inc,
Agreed to and Accepted:
SBC Communications, Inc.
By: LJf~ 04
Printed Name: r-red.erlck.. k. Wo..\~o..~
Title: .pres;&Qr"\t
Printed Name:
Title:
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HOLT NEY ZATCOFF & WASSERMAN, LLP
A TTORNEYS AT LA W
100 GALLERIA PARKWAY, SUITE 600
ATLANTA, GEORGIA 30339-591 I
TELEPHONE 770-956-9600 (x202) FACSIMILE 770-956-1
James M. Ney, P.C.
(Direct: 770-661-1202)
e-mail jney@hnzw.com
May 24, 2005
Ms. Susan D. Hiott, MBA, CMC
City Clerk
City of Smyrna
2800 King Street
Smyrna, Georgia 30081
Re: AT &T /SBC Merger - Execution Originals of final Resolutions for
the City of Smyrna Georgia (HNZW File No. 198017)
Deaf Susan:
JL
Enclosed for your file please find one original fully executed final
Resolution of the City of Smyrna Consenting to the Transfer of Ownership and
Control of Teleport Communications Atlanta, Inc. from AT&T Corp to SBC
Communications, Inc., which was adopted by the City of Smyrna on April 1,
2005.
Best regards.
Sincerely,
JMN:j ap
Enclosure
J68OCJ8_J DOC
cc: Wayne Wright, City Administrator, Smyrna
Ms. Theresa Pisciotti, AT&T
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11/05/03 14:36 FAX 9575505
IP LAW
14I 001
EXHIBIT A
LEIB
NKA1T~c
ATTORNEYS AT lAW
,...
November 5, 2003
Mr. Wayne Wright
City Administrator
City of Smyrna
2800 I<ing Street
Smyrna, GA 30081
Dear Mr. Wright:
I repr€!sent Teleport Communications Atlanta, Inc. (TCG). Pursuant to Article II, Section 5 of
the franchise agreement (Agreement) between the City of Smyrna and TCG, TCG by this
letter requests that the Agreement be renewed for an additional period of 4 years. In
addition, TCG requests that ARTICLE VII be revised as follows:
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1. Paragraph 4. Add the following sentence to the end of the paragraph ''The Grantee and its
officers, employees, agents, attorneys, consultants and independent contractors shall have
no liability to the City, any Affiliated Person, or any other Person for any special, incidental,
consequential, punitive, 01' other damages as a result of the exercise of any right of the
Grantf3e pursuant to this Ilgreement or applicable law. Nothing herein shall be deemed an
admission of liability by Gl'antee nor be interpreted to waive any protection for the Grantee
against any liability under law."
This makes both the Grantee and the City not liable for special, incidental, punitive and
consequential damages.
2, Paragraph 5, second sontence, 13th line. Insert "negligence," between "of" and "gross".
The City should be responsible for its own negligence.
3. Insert a new paragraph 6 to read as follows, "The indemnified party shall notify the
indernnifying party in writing promptly upon learning of any claim or suit for which
indemnification may be sc,ught. The indemnified party shall have the right to participate in
such defense or settlement with its own counsel and at its sole expense, but the indemnifying
party shall have control of this defense or settlement.
Thank you for your assistance in this matter. My direct dial number is (414) 351.8407 if you
have any questions or wish to discuss this further.
Very truly yours,
R.~~k g. r:R~ /Jf'
Rosalie J. leib
"..
740 North Plankinton Avenue
Leib &- Katt, s.c.
Attorneys at Law
.
Suite 600
.
Milwaukee. Wisconsin 51201
,..,
EXHIBIT B
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-- AT&T
February 28, 2005
BY HAND DELIVERY
Mr. Wayne Wright
City Administrator
2800 King Road
Smyrna, Georgia 30080-3506
BY HAND DELIVERY
Mr. Wayne Wright
City Administrator
2190 Atlanta Road
Smyrna, Georgia 30080
Re:. Telecommunications Franchise Agreement Between The City of Smyrna
and Teleport Communications Atlanta, Inc. dated August 21,2000
Merger of SBC Communications, Inc. and AT&T Corp.; Petition for
Consent
Dear Mr. Wright:
,..
We are pleased to inform you of the pending acquisition of AT&T Corp.
("A T &T") by SBC Communications, Inc. ("SBC"). AT&T is the direct parent of
Teleport Communications Atlanta, Inc. ("AT&T Subsidiary"). We request your consent,
if you believe it is required, to the transfer of control of the AT&T Subsidiary from
AT&T to SBC at your earliest convenience.
With respect to the transaction, SBC will acquire AT&T. At closing, a wholly-
owned subsidiary of SBC will be merged with and into AT&T, and each share of
common stock of AT&T will be converted into 0.77942 shares of SBC common stock.
In addition, at that time, AT&T will pay its shareholders a special dividend of $1.30 per
share. AT&T thus will become a wholly-owned subsidiary of SBC. AT&T will continue
to own the stock of its subsidiaries.
What that means with respect to you is that while SBC will become the new
parent of AT&T, there will be no transfer of the telecommunications franchise held by
the AT&T Subsidiary. The AT&T Subsidiary will continue to hold such franchise, and
the transaction will not affect the AT&T Subsidiary's obligations under the franchise.
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We are confident in SBC's qualifications. SBC, a Fortune 50 Company with
revenues of more than $41 billion in 2003, ranks among the largest providers of
telecommunications services in the U.S. and the world. SBC companies provide voice
and data telecommunications products and services for consumers and businesses, and
they currently serve more than 54 million access lines nationwide. In addition, SBe
indirectly holds a 60 percent economic and 50 percent voting interest in Cingular
Wireless LLC, the largest wireless carrier in the United States. SBC is a holding company
incorporated under the laws of the State of Delaware in 1983 and has its principal
executive offices in San Antonio, Tcxns. Without questiun, SBe has the necessary
HNZW/SmymaConsent.DOC
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financial resources, technical and management experience and expertise in the
telecommunications industry, and legal qualifications to be the parent of the AT&T
Subsidiary. Moreover, AT&T and SBC will obtain all the necessary federal and state
regulatory approvals before closing.
The combined company will have robust, high-quality network assets, both in
the United States and around the globe, and complementary expertise and
capabilities. It will have the resources and skill sets to innovate and more quickly
deliver to customers the next generation of advanced, integrated IP-wireline and
wireless communications service.
More information regarding SBC and the acquisition of AT&T may be found at
w\vw.sbc.com, which will be regularly updated.
We look forward to responding to any questions you may have, and to receiving
your prompt consent if you believe it is required. We have enclosed a draft Resolution
for your consideration. Please direct all communications concerning this petition to
Theresa A. Pisciotti at (908) 234-8303. An official of SBC will be available to meet with
you and to answer any questions upon your request.
Sincerely,
,
s~ C~Gluni~ations, Inc.
peg~~~
General Attorney and
Assistant General Counsel
SBC Services, Inc.
Enclosure
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HNZW/SmyrnaConsent.DOC
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RESOLUTION
WHEREAS, on August 21, 2000, the City of Smyrna ("City") granted to Teleport
Communications Atlanta, Inc., a subsidiary of AT&T Corp. and provider of telecommunications
services ("TCA"), a franchise (the "Franchise");
WHEREAS, Article VIII(2) of the Franchise requires TCA to obtain prior written
consent of the City, which consent shall not be unreasonably withheld, before a transfer of
Control of TCA, its network or franchise, occurs; and
WHEREAS, AT&T Corp. ("AT&T") and SBC Communications, Inc. ("SBC") have
submitted a letter dated February 28, 2005 to the City, a copy of which is attached hereto,
describing the pending acquisition of AT&T by SBC and requesting the City's consent to such
change in control of TeA; and
WHEREAS, the City Council having determined that the change in control of TCA, as
described in the attached letter, should not affect TCA's obligations and operations under the
,. Franchise, and accordingly should not cause the City's interests to be adversely affected;
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Smyrna, that
consent is hereby granted, pursuant to Article VIII(2) ofthe Franchise, for the acquisition of the
parent of TCA by SBC.
Adopted, this
day of
,2005.
[Adopted by the City
Council of Smyrna on
,2005]
[Approved by the Mayor
on , 2005]
[Susan D. Hiott]
City Clerk
)
164112
ORDINANCE No. 2005-2
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AN ORDINANCE OF THE CITY OF SMYRNA, GEORGIA, PROVIDING
THAT THE CODE OF ORDINANCES, CHAPTER 80, PROPERTY
MAINTENANCE, ARTICLE I, CITY OF SMYRNA, GEORGIA, BE
AMENDED BY REVISING SECTIONS 80-3 OF SAID CHAPTER TO
MORE SPECIFICALLY IDENTIFY THE TYPES OF COMMERCIAL
VEHICLES NOT ALLOWED TO BE PARKED IN RESIDENTIAL
AREAS
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE
CITY OF SMYRNA, GEORGIA:
That Chapter 80, Article I, City of Smyrna, Georgia, be amended so
that such Chapter shall read as follows:
Sec. 80-3. Parking of commercial vehicles weighing 10,001 pounds or more.
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"It shall be unlawful to park any commercial vehicle with a gross vehicle weight rating
(GVWR) of 10,001 pounds or more on the right-of-way of any residential street or upon
residential property, unless said vehicle is making a delivery to said residential property.
For the purposes of this section, a commercial vehicle is a vehicle designed or used to
transport passengers or property and is either
1) used as part of a business or non-profit organization,
2) designed to carry more than 15 passengers,
3) or is transporting hazardous materials."
All ordinances, parts of ordinances, or regulations in conflict herewith are
repealed as of the effective date of this ordinance.
Severability: Should any section of this Ordinance be declared invalid or
unconstitutional by any court of competent jurisdiction, such declaration shall not
affect the validity of the Ordinance as a whole or any part thereof which is not
specifically declared to be invalid or unconstitutional.
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ORDINANCE No. 2005-2
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Approved by Mayor and Council this 4th day of April, 2005.
Attest:
A. Max Bacon, Mayor
0~ D, 'j-hY't/J -'
Susan D. Hiott, City Clerk
City of Smyrna
Approved as to form:
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scOtt A. CoChran, City Attorney
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Resolution No. R2005-2
RESOLUTION APPOINTING A VOLUNTEER REPRESENTATIVE IN
CONNECTION WITH HISTORIC BUIILDING AT 5811 OAKDALE ROAD
Whereas, the residence at 5811 Oakdale Road purportedly housed a Confederate hospital
during the Civil War; and
Whereas, the property has been officially designated by Cobb County as an historic
structure; and
Whereas, the property is considered to be one of numerous structures and fortifications
surviving from the Civil War and specifically from General Johnston's river line defense
of Atlanta; and
Whereas, the area surrounding the 5811 Oakdale Road house is rapidly developing and
redeveloping, threatening the preservation of historic fortifications and buildings, some of
which have recently been lost; and
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Whereas, the City of Smyrna purchased the house when it was put on the market by its
former owner in order to save this valuable link to our nation's history; and
Whereas, the City intends that an organization or entity be identified or created with the
goal to acquire, preserve, and promote historic Civil War structures and fortifications in
the river line area, and that this organization purchase the house at 5811 Oakdale Road
from the City so that it may be preserved and restored appropriately;
Now therefore, be it resolved, that Roberta Cook is hereby appointed as a volunteer
representative of the City of Smyrna in efforts to secure support, assistance, and funding
to further the City's intentions as stated above, and shall serve as a liaison to such groups
that may be able to render assistance to further these intentions, and shall be entitled to
reasonable, pre-approved expenses incurred while representing the City in her official
capacity.
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~~. Hiott, City Clerk
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ORDINANCE ANNEXING PROPERTY
INTO THE CITY OF SMYRNA
Ordinance Number
Land Lot 592
Acres 0.77
2005-5
WHEREAS, the City of Smyrna is authorized pursuant to Title 36, Article 2, of the
Official Code of Georgia Annotated to allow annexation of property; and
WHEREAS, the owners of 100 percent of the land described in Exhibit "A" attached
hereto have been notified of the City's desire that their property be annexed into the City of
Smyrna as shown on said Exhibit; and
WHEREAS, the City of Smyrna held a public hearing on such on April 4. 2005 after first
providing notice as required by law; and
WHEREAS, the City of Smyrna has determined, and does hereby determine that the
annexation of said property into the municipality would be in the best interests of the property
owners of the area to be annexed and of the citizens of the municipality; and
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WHEREAS, at a regular meeting of the City Council of Smyrna the motion to approve
the annexation of said property passed by a majority vote without veto; and
NOW THEREFORE, BE IT ORDAINED, and it is hereby ordained that the Charter of
the City of Smyrna be amended and the same is hereby amended by adding to the description of
the City Limits the property herein annexed. Such legal description is attached hereto as Exhibit
"A."
BE IT ALSO ORDAINED that the Official Map ofthe City of Smyrna be amended to
show the annexation of said property.
SO ORDAINED by the City Council of the City of Smyrna, this
April. 2005.
day of
A. Max Bacon, Mayor
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City of Smyrna
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SCott A. Cochran, City AttoIJley
City of Smyrna
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Ordinance #2005-5
Exhibit "A"
Written description of 0.77 acre tract
All that tract or parcel of land lying and being in Land Lot 592, District 17, Section 2, of
Cobb County, Georgia, and being more particularly described as follows:
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To ascertain the true point of beginning, commence at the point located at the intersection
of the centerline of Hawthorne Avenue, having a 30 foot right-of-way, and the centerline
of Hawthorne Court; thence south 03 degrees 46 minutes 47 seconds east a distance of
14.95 feet to a point located on the southerly right-of-way of Hawthorne Avenue, which
is the true point of beginning; thence leaving said right-of-way and along a fence line
south 25 degrees 41 minutes 18 seconds east a distance of 200.67 feet to a point; thence
continuing along said fence line south 86 degrees 08 minutes 42 seconds west a distance
of225.00 feet to a 2 inch flatiron found; thence continuing along said fence line north 02
degrees 51 minutes 22 seconds east a distance of 195.73 feet to a point on the right-of-
way of Hawthorne A venue; thence leaving said fence line and along said right of way
north 89 degrees 47 minutes 04 seconds east a distance of 127.75 feet to the true point of
beginning, described property having an area of 0.77 acres.
Reference Plat of Survey for Sirron Group Engineering, LLC, by D&S Land Surveying,
Inc. dated 11/20/2004.
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