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HomeMy WebLinkAboutResolution No. 6302 RESOLUTION NO. 6302 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY CONSENTING TO A TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE FROM MEDIAONE OF LOS ANGELES, INC. TO AT &T CORPORATION WHEREAS, MediaOne of Los Angeles, Inc. ( "Franchisee ") is duly authorized to operate and maintain a cable communications system (the "System ") by the City of Downey ( "Franchise Authority ") pursuant to a franchise (the "Franchise ") granted by the Franchise Authority; and WHEREAS, pursuant to the Agreement and Plan of Merger among AT &T Corp. ( "AT &T "), a newly formed whole subsidiary of AT &T ( "Merger Sub "), and MediaOne Group, Inc., the parent of Franchisee ( "MediaOne "), dated as of May 6, 1999 (the "Merger Agreement "), MediaOne will merge with and into Merger Sub with Merger Sub as the surviving corporation in the merger, and as a result of the transactions contemplated by the Merger Agreement, MediaOne will become a wholly -owned subsidiary of AT &T (the "Transactions "); and WHEREAS, Franchisee will continue to hold the Franchise after the consummation of the Transactions; and WHEREAS, FCC Form 394 with respect to the Transactions has been filed with the Franchise Authority; and WHEREAS, the parties have requested consent by the Franchise Authority to the Transactions. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE: Section 1. The Franchise Authority hereby consents to and approves the Transactions to the extent that such consent is required by the terms of the Franchise and applicable law. This consent is only granted subject to the following conditions: a. The Franchise Authority expressly reserves all rights that it may possess under the Franchise and applicable law with respect to any non - compliance issues on the part of the Franchisee, whether known or unknown, which exist prior to the effective date of the Transactions. b. The Franchise Authority's consent is expressly contingent upon Transferee reimbursing the Franchise Authority for the Franchise Authority's costs incurred in processing the request for consent to the Transactions, not including City staff time. RESOLUTION NO. 6302 c. Franchisee shall continue to pay to Franchise Authority the franchise fee required by the Franchise, at the rate and manner specified, on all cable services provided over the cable system. d. Approval of the Transactions does not waive or diminish any lawful authority of the Franchise Authority to require the provision of nondiscriminatory access to the Franchisee's cable system for providers of Internet access service, subject to applicable law. AT &T, MediaOne, Franchisee, and Franchise Authority have not waived any rights, obligations, claims, defenses, or remedies regarding the Franchise Authority's authority to impose such conditions. Prior to the enactment or enforcement of any such requirement, Franchisee shall be provided with reasonable notice and opportunity to be heard, including an opportunity to provide evidence on any findings to be made with respect to the need for such a requirement. e. Should Franchisee, AT &T, Merger Sub, or MediaOne, or any wholly -owned subsidiary of them enter into any agreement with any franchising authority to provide nondiscriminatory access to its cable system for providers of Internet access service, then at the Franchise Authority's option, the same access shall be made available under the Franchise by Franchisee, upon reasonably equivalent terms and conditions. Prior to the enactment or enforcement of any such terms and conditions, Franchisee shall be provided with reasonable notice and opportunity to be heard, including an opportunity to provide evidence on any findings to be made with respect to the need for such a requirement. Section 2. MediaOne of Los Angeles, Inc., shall indicate its acceptance of the conditions of this consent by signing a copy of the "Acceptance of Resolution" (the "Acceptance ") provided to MediaOne of Los Angeles, Inc., by Franchise Authority, and submitting the Acceptance to the City Clerk within thirty (30) days of the adoption date of this Resolution. If MediaOne of Los Angeles, Inc., fails to submit a signed copy of the conditions to the City Clerk within the time allowed, or otherwise refuses to accept the conditions contained in this Resolution, consent to the Transactions shall be automatically withdrawn, effective the date of adoption of this Resolution, and the request for consent shall be deemed denied. Section 3. This Resolution shall be deemed effective in accordance with applicable law. Section 4. If any sentence, clause, phrase, or portion of this Resolution is held invalid or unenforceable by the final decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this resolution. The City Council of the City of Downey hereby declares that it would have adopted this Resolution and each and every portion of it separately, irrespective of whether or not any portion of it may be declared invalid or unenforceable. The City Clerk shall certify to the adoption of this Resolution. -2- RESOLUTION NO. 6302 APPROVED AND ADOPTED this 9th day of November , 1999. EITH MC CARTHY , Mayor ATTEST: 1 _did 1/ULee J DITH E. MC DONNELL', City Clerk I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a regular meeting held on the 9th day November , 1999, by the following vote, to wit: AYES: 5 Council Members: Winningham, Lawrence, McCaughan, Perkins , McCarthy NOES: 0 Council Members: None ABSENT: 0 Council Members: None c -61 "X--x",( 1 ,( 7 JUD'IV E . DONNELL ' . ,City Clerk r' pp j fo 7 e -3- H : \CMANAGER\JMY\cabletransreso.rtf