HomeMy WebLinkAbout02-42 - Transfer of Control Franchised Cable Television Operator from AT&T Corp to AT&T Comcast CorpRESOLUTION NO. 2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COSTA MESA, CALIFORNIA, AUTHORIZING AND
CONSENTING TO THE TRANSFER OF CONTROL OF THE
FRANCHISED CABLE TELEVISION OPERATOR .FROM
AT&T CORPORATION TO AT&T COMCAST CORPORATION
RECITALS:
A. MediaOne of Costa Mesa, Inc., a California corporation providing cable
services under the name of AT&T Broadband ("Franchisee"), is an indirect subsidiary of
AT&T Corporation, a New York corporation, and is the duly authorized holder of a franchise
("Franchise") that was renewed by the Costa Mesa City Council ("Franchise Authority")
under a cable television franchise renewal agreement that was approved by Resolution No.
98-86 adopted on October 5, 1998.
B. On February 28, 2002, the Franchise Authority received from AT&T
Corporation, as the proposed transferor, and from AT&T Comcast Corporation, as the
proposed transferee, an application for the Franchise Authority's consent to a transfer of
control of the Franchisee. This application was made on FCC Form 394 entitled
"Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise."
C. AT&T Corporation intends to merge its subsidiary, AT&T Broadband
Corporation, with Comcast Corporation to create a new company to be known as AT&T
Comcast Corporation pursuant to the terms of an Agreement and Plan of Merger dated
December 19, 2001, by and among AT&T Corporation, AT&T Broadband Corporation,
Comcast Corporation, and certain of their respective affiliates, and a Separation and
Distribution Agreement dated December 19, 2001, by and between AT&T Corporation and
AT&T Broadband Corporation (the "Merger").
D. In accordance with subsections (2) and (4) of paragraph (F) of Section 19.05
of Chapter 1, Title 19, of the Costa Mesa Municipal Code, the Franchise Authority has the
right to consent to the proposed transfer of control of the Franchisee, based upon an
evaluation of the financial, technical, and legal qualifications of the transferee, AT&T
Comcast Corporation. ,
E. The staff of the Franchise Authority has reviewed the documentation that
accompanied and supplemented FCC Form 394 and, based upon the representations set
forth in that documentation, has concluded that the proposed transferee has the requisite
financial, technical, and legal qualifications to ensure the performance of all obligations
required of the Franchisee under the Franchise, and that the Franchisee will continue to be
bound by all existing terms, conditions, and obligations under the Franchise previously
granted by the Franchise Authority.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COSTA MESA
RESOLVES AS FOLLOWS:
Section 1. In accordance with paragraph (F)(2) of Section 19-05 of Chapter 1, Title
19, of the Costa Mesa Municipal Code, the Franchise Authority consents to and approves
the proposed transfer of control of the Franchisee by AT&T Corporation to AT&T Comcast
Corporation in accordance with the governing documents submitted to the Franchise
Authority with the FCC Form 394.
Section 2. The authorization, consent and approval of the Franchise Authority to the
change of control referenced above in Section 1 is conditioned upon compliance by the
Franchisee with the obligation to file in the office of the City Clerk a copy of the written
instrument evidencing the closing and consummation of the proposed merger transaction
by and between AT&T Corporation and Comcast Corporation that will result in a transfer of
control of the Franchisee, within 30 days after that closing and consummation.
Franchisee's failure to comply with this obligation will subject it to all applicable sanctions
under the Franchise.
Section 3. Nothing contained in this Resolution may be construed to extend the
term of the Franchise, nor to waive or otherwise excuse any defaults or matters involving
noncompliance by the Franchisee with its obligations underthe Franchise that may exist on
the effective date of this Resolution.
Section 4. The City Clerk is directed to transmit a certified copy of this Resolution to
the following persons:
Mr. Perry C. Parks
Vice President, Franchising and Local Government Affairs
AT&T Broadband
550 N. Continental Blvd.
Suite 250
EI Segundo, California 90245
Ms. Maria Arias
AT&T Broadband
188 Inverness Drive West
Room 6-042
Englewood, Colorado 80112
Section 5. The City Clerk is directed to certify to the passage and adoption of this
Resolution.
PASSED AND ADOPTED this 17th day of June, 20 2.
ATTEST:
g Deputy City Cl
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF COSTA MESA )
City of Costa Mesa
Mayor of the City of Costa Mesa
APPROVED AS TO FORM:
laity Attorney
I, RUTH DELANEY, Acting Deputy City Clerk and ex -officio Clerk of the City Council
of the City of Costa Mesa, hereby certify that the above and foregoing Resolution
No. was duly and regularly passed and adopted by the said City Council at a
regular meeting thereof held on the 17th day of June, 2002.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
City of Costa Mesa this 18th day of June, 2002,
g Deputy City C
the City Council
ex --officio Clerk of
ity of Costa Mesa