HomeMy WebLinkAboutResolution 2002-130 N.C.S. 08/05/2002resolution No. 2002-130 N.C.S.
of the City of Petaluma, California
A RESOLUTION OF TIIE CITY COUNCIL OF THE CITY OF PETALUMA
CONDITIONALLY APPROVING THE PROPOSED CHANGE OF
CONTROL OF AT&T BROADBAND FROM AT&T TO AT&T COMCAST,
THEREBY TRANSFERING ULTIMATE RESPONSIBILITY FOR
FULFILLMENT OF THE OBLIGATIONS OF THE CABLE FRANCHISE
RECITALS
WHEREAS, in 1995, the City of Petaluma ("City") adopted Ordinance No. 1981 N.C.S.,
which issued a cable communication system franchise ("Franchise") to Tele-Vue Systems, Inc., a
subsidiary of TCI Cablevision of California, Inc. ("TCI"); and
WHEREAS, in 1999, the City approved an application to change control of Tele-Vue
and TCI to AT&T Broadband ("Grantee"), which now holds the Franchise; and
WHEREAS, Grantee is a subsidiary of AT&T Corporation ("AT&T"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated December 19, 2001 by
and among AT&T, AT&T Broadband Corporation, Comcast Acquisition Corporation and AT&T
Comcast Corporation and a Separation and Distribution Agreement dated December 19, 2001 by
and between AT&T and AT&T Broadband Corporation (collectively, the "Merger Agreement")
AT&T and Comcast intend to create a new company to be known as AT&T Comcast
Corporation ("AT&T Comcast"); and
WHEREAS, as a result of the Merger Agreement, Grantee and AT&T Comcast have
requested consent by City to change of control of Grantee; and
WHEREAS, under the Franchise and applicable law, the proposed change of control
requires consent from the City; and
WHEREAS, the City has reviewed the proposed change of control and the legal,
technical, and financial qualifications of AT&T Comcast to be the new parent company of
Grantee following the proposed change of control; and
WHEREAS, based on information obtained and on the reports and information received
by City, the City Council has elected to approve the proposed change of control,. subject to
conditions described below.
NOW THEREFORE, the City of Petaluma, California hereby resolves as follows:
1. The Franchise is in full force and effect, and Grantee is the lawful holder of the
Franchise.
Resolution No. 2002-130 N.C.S.
2. Grantee will remain the lawful holder of the Franchise after consummation of the
transaction contemplated under the Merger Agreement.
3. The City hereby consents and approves of the proposed change of control of Grantee
as contemplated under the Merger Agreement, as well as the LLC Conversion,
subject to the following condition:
a. If, no later than September 10, 2002, the City discovers that Grantee is not in
complete compliance with the terms of the Franchise, the City will provide
Grantee with notice of the violation and provide an opportunity to cure, as
provided for in Sections 17 through 21 of the Franchise.
b. If Grantee fails to cure the Franchise violation within the time provided, the City
retains the right to rescind its approval of the change of control contemplated in
the Merger Agreement; to determine that, as a result, the change of control
occurred without Council approval and in violation of the Franchise; and to
revoke the Franchise on that basis.
4. In the event the change of control of Grantee to AT&T Comcast contemplated by the
Merger Agreement is not completed, for any reason, the City's consent shall not be
effective.
5. If the City has determined that the Grantee is in full compliance with the terms of the
Franchise, or has taken no action prior to September 10, 2002, the City's consent to
the change of control shall be deemed approved unconditionally.
This Resolution amends Resolution No. 2002-092 N.C.S.. and shall take effect and continue and
remain in effect from and after the date of its passage, approval and adoption.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (Adjourned) (Special) meeting ~~ for-q~
on the y .......,.E~.41g44St .................................. 20..Q~, by the " ~£~ ~ .,,~;~~
.........,nth........... da of ~. ~~...
following vote: .......................................
City Attorney
AYES: Cader-Thompson, Vice Mayor Healy, Maguire, Moynihan, O'Brien, Torliatt
NOES: None
ABSENT: or Thompson
ATTEST: .. .................................. ........... ................................... ............ .... .............
City Clerk Mayor
Council File ...................................
Res. No........2,O.Q2-.t.3.Q.._...N.C.S.