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HomeMy WebLinkAboutResolution No. 6584 RESOLUTION NO. 6584 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOVVNEY CONSENTING TO A CHANGE OF CONTROL OF THE CABLE FRANCHISEE WHEREAS, MediaOne of Los Angeles, Inc. ( "Franchisee ") is duly authorized to operate and maintain a cable system (the "System ") by the City of Downey ( "Franchise Authority ") pursuant to a cable franchise (the "Franchise ") granted by the Franchise Authority; and WHEREAS, Franchisee is a wholly -owned subsidiary of AT &T Corp. ( "AT &T ") and AT &T intends to merge its subsidiary, AT &T Broadband Corp., with Comcast Corporation ( "Comcast ") to create a new company to be known as AT &T Comcast Corporation ( "AT &T Comcast ") pursuant to the terms of an Agreement and Plan of Merger dated December 19, 2001 by and among AT &T Corp., AT &T Broadband Corp., Comcast, and certain of their respective affiliates, and a Separation and Distribution Agreement dated December 19, 2001 by and between AT &T and AT &T Broadband Corp. (the "Merger "); and WHEREAS, following the Merger, Franchisee will be controlled by AT &T Comcast but will continue to operate the System and continue to hold and be responsible for performance of the Franchise; and WHEREAS, Franchisee and AT &T Comcast have requested that the Franchise Authority ty consent to the change of control resulting from the Merger in accordance with the requirements of the Franchise and have filed an Federal Communications Commission ( "FCC ") Form 394 (Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise) with the Franchise Authority requesting such consent; and WHEREAS, the Franchise Authority may consent to the change of control resulting from the Merger and impose appropriate conditions pursuant to section 3.6 of Ordinance No. 644; WHEREAS, the Franchise Authority has reviewed the FCC Form 394, examined the legal, financial, and technical qualifications of AT &T Comcast, followed all required procedures in order to consider and act upon the FCC Form 394, and considered the comments of all interested parties. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to and approves the change of control resulting from the Merger as set forth in the FCC Form 394 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 change of control resulting from the Merger and Franchise Authority may consider such prior non- compliance issues in its future dealings with Franchisee regarding the Franchise to the same extent it could have considered such issues absent the change of control. RESOLUTION NO. 6584 PAGE 2 b. 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 System. c. The Franchise shall remain subject to the terms and conditions referred to or contained in the agreements, resolutions, ordinances, and laws that presently govern the Franchise, including but not limited to all lawful and applicable terms and conditions set forth in Ordinance Nos. 644 and 679, as amended. d. The consent granted by the Franchise Authority through this Resolution shall not be construed as a new cable franchise, the granting of a cable franchise, or the renewal of the existing Franchise, but rather is exclusively a consent for a change in control of Franchisee subject to the terms and conditions set forth herein. SECTION 2. Franchisee shall indicate its acceptance of the conditions of this consent by g a copy signing co of the "Acceptance of Resolution" (the "Acceptance ") provided to Franchisee by g Franchise Authority at the address shown below, and submitting the Acceptance to the City Clerk within thirty (30) days after receipt of a certified copy of this Resolution, with the Acceptance attached. The Resolution and Acceptance shall be delivered to: Perry C. Parks III AT &T Broadband 550 North Continental Boulevard Suite 250 El Segundo, California 90245 If Franchisee fails to submit a signed copy of the Acceptance to the City Clerk within the time allowed, consent to the change of control resulting from the Merger shall be voidable at the discretion of the Franchise Authority, and in that event the request for consent shall be deemed timely 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. SECTION 5. The City Clerk shall certify to the adoption of this Resolution. RESOLUTION NO. 6584 PAGE 3 APPROVED AND ADOPTED this 25th day of June , 2002. 1) 9G4N4 h 1 • MEREDITH H. PERKINS, Mayor ATTEST: • • KATHLEEN L. MIDSTOKKE, 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 25th day of, June, 2002, by the following vote, to wit: AYES: 4 Council Members: Cartozian, Trejo, McCarthy, Perkins NOES: 0 Council Members: None ABSENT: 1 Council Members: Winningham ABSTAIN: 0 Council Members: None ( 7r01/1" rA )K N4da:4VA KATHLEEN L. MIDSTOKKE, City Clerk S:\ WPWIN \agda0625 \CableMergerReso.doc