HomeMy WebLinkAboutReso 49-2002RESOLUTION NO. 49-2002
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING THE PROPOSED CHANGES
OF CONTROL OF AT&T BROADBAND
WHEREAS, on or about February 10, 1996, the City of South San Francisco, California
("City") granted a Cable Television Franchise Ordinance ("Franchise") to TCI Cablevision of
California, Inc. ("TCI") which Franchise is now held by AT&T Broadband (Grantee"); and
WHEREAS, Grantee is an indirect subsidiary of AT&T Corp. ("AT&T"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December 19,
2001 by an among AT&T, AT&T Broadband Corp., Comcast Corporation ("Comcast"), AT&T
Broadband Acquisition Corp., Comcast Acquisition Corp. and AT&T Comcast Corporation and
a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T and
AT&T Broadband Corp. (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 has
requested consent by City to change of control of Grantee. In addition, Grantee may elect, as
permitted by law, to convert or reorganize its legal form to a limited liability company ("LLC
Conversion"); 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, including the report prepared by Moss & Barnett, a Professional Association, which is
hereby incorporated by reference, City has elected to approve the proposed change of control.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco that the City Council hereby resolves as follows:
The Franchise is in full force and effect, and Grantee is the lawful holder of the
Franchise.
Grantee will remain the lawful holder of the Franchise after consummation of the
transaction contemplated under the Merger Agreement.
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:
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Closing of the transaction described in information provided to the City by
Grantee, AT&T and AT&T Comcast.
AT&T Comcast, within thirty (30) days of the date of closing, notifying
the City in writing of the completion of the transaction.
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Pursuant to and as provided in the May 28, 2002 letter from Kathi Noe,
Director, Government Affairs for AT&T, to Brian A Moura, Chariman,
San Mateo County Telecommunications Authority (SamCat), with that
letter on file at 600 Elm Street, San Carlos, CA 94070, City and Grantee
agree that Grantee will commence implementation to activate and provide
City with a second PEG access channel on the schedule set forth in the
Franchise.
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Grantee hereby confirms that, as of May 28, 2002, the City has met all
requirements necessary to trigger Grantee's obligation under Section 5 and
Exhibit C(2) of the Franchise and therefore Grantee shall, within ninety
(90) days of the date of adoption of this Resolution, commence provision
to the City of EG access grant funds in the amount of thirty (30) cents per
South San Francisco subscriber per month as capital to be used solely for
EG access equipment and facilities pursuant to and in accordance with
Section 5 and Exhibit C(2) of the Franchise.
In the event the change of control of Grantee to AT&T Comcast contemplated by
the foregoing resolution is not completed, for any reason, the City's consent shall
not be effective.
This Resolution shall take effect and continue and remain in effect from and after
the date of its passage, approval, and adoption.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the City Council of the City of South San Francisco at a regular meeting held on the 12th day of
June 2002 by the following vote:
AYES: Councilmembers Joseph A. Femekes, Raymond L. Green and Karyl Matsumoto,
Mayor Pro Tem Pedro Gonzalez and Mayor Eugene R. Mullin
NOES: None.
ABSTAIN: None.
ABSENT: None.
ATTEST:
City Clerk
" ACCEPTANCE AND AGREEMENT
TCI Cablevision of California, Inc., providing services as AT&T Broadband, as
controlled by AT&T Comcast Corporation, hereby accepts this Resolution No. __
("Resolution") and agrees to be bound by the terms and conditions of this Resolution
and the lawful terms and conditions of the Franchise referenced within the Resolution.
Dated this __ day of ,2002
TCI CABLEVISION OF CALIFORNIA,
INC. PROVIDING SERVICES AS AT&T
BROADBAND
By:
Its:
STATE OF )
)SS.
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this day of
2002, by , the of
TCI Cablevision of California, Inc., providing services as AT&T Broadband.
SEAL
Notary Public