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HomeMy WebLinkAboutResolution 2002-092 N.C.S. 06/27/2002 - Resolution No. 2002-092 N.C.S. of the City of Petaluma, California A RESOLUTION OF THE 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 FULFILMENT OF THE OBLIGATIONS OF THE CABLE FRANCHISE RECITALS WHEREAS, in 1995, the City of Petaluma ("City") adopted Ordinance 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 Corp. ("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. Resolution No. 2002-092 N.C.S. 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. 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, within sixty (60) days of the effective date of this resolution, 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 the expiration of the sixty (60) day compliance review period specified in Section 3(a) of this Resolution, the City's consent to the change of control shall be deemed approved unconditionally. 6. This Resolution 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 m on the .........J.2rh......... day of ........June 20.02., by the following vote: ity Attorney AYES: Moynihan, O'Brien, Mayor Thompson, Torliatt NOES.: Cader-Thompson ABSENT: Vice Mayor He y, aguire ATTEST: City Clerk Mayor Cou ci ile Res. No........2.~~2-.~92........N.GS.