HomeMy WebLinkAbout071-02 RESOLUTION NO. 71-2002
CONSENTING TO A CHANGE IN CONTROL OF THE CABLE
TELEVISION FRANCHISE HELD BY AT&T
WHEREAS, AT&T Broadband is authorized to operate and maintain a cable television
franchise within the Town of Danville pursuant to a Franchise Agreement entered into in
August 1986; and
WHEREAS, AT&T Broadband is an indirect subsidiary of AT&T Corp. ("AT&T"), and
AT&T intends to merge 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 Corporation and certain of their respective affiliates, and a
Separation and Distribution Agreement dated December 19, 2001 by and between AT&T
Corp. and AT&T Broadband Corp. (the "Merger"); and
WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the cable
franchise or stock of the Franchisee, or indirect ownership of the Franchisee, may be
transferred through one or more internal transfers or mergers to another direct or indirect
subsidiary of AT&T, or Franchisee may elect as permitted by law to convert or reorganize its
legal form to a limited liability company (together with the Merger, the "Transactions"); and
WHEREAS, following the Transactions, the resulting entity will be controlled by AT&T
Comcast but will continue to operate the cable system and continue to hold and be
responsible for performance of the cable franchise; and
WHEREAS, Danville Municipal Code Section 17-6.5 prohibits the transfer of any cable
television franchise, including through a merger, without the prior consent of the Town; and
WHEREAS, Municipal Code Section 17-6.5 limits the Town's review of any transfer to the
financial ability of the new franchise holder to fulfill the obligations of the franchise and
further provides that the Town's consent shall not be unreasonably withheld; and
WHEREAS, AT&T has filed FCC Form 394 with the Town, as required by federal law; and
WHEREAS, there is no basis under Municipal Code Section 17-6.5, the Franchise
Agreement or Section 613(d) of the federal Cable Act to withhold the Town's consent to the
change in control of AT&T Broadband's cable television franchise; now, therefore, be it
RESOLVED, that the Town of Danville consents to the change in control of the AT&T
Broadband cable television franchise subject to the condition that the change in control shall
not affect any of the obligations of AT&T Broadband pursuant to the Franchise Agreement.
APPROVED by the Danville Town Council at a regular meeting on June 18, 2002, by the
following vote:
AYES:
NOES: None
ABSTAINED: None
ABSENT: None
Waldo, Arnerich, Doyle, Greenberg, Shimansky
MAYOR
APPROVED AS TO FORM:
CITY ATTORNEY
ATTEST:
CITY CLERK
PAGE 2 OF RESOLUTION NO. 71-2002