HomeMy WebLinkAbout53-02 -•- •
RESOLUTION NO. 53-02 -
A RESOLUTION OF THE TOWN OF LOS ALTOS HILLS
GIVING CONSENT TO CHANGE OF CONTROL AND
INTERNAL RESTRUCTURING
WHEREAS, the cable franchise holder ("Franchisee") in Los Altos Hills
("Franchise Authority") 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 System and continue to hold and be
responsible for performance of the cable franchise; and
WHEREAS, Franchisee and AT&T Comcast have requested that Franchise
Authority consent to the Transactions in accordance with the requirements of the cable
franchise and have filed an FCC Form 394 ("Transfer Application") with the Franchise
Authority requesting such consent Transactions; and
WHEREAS, the Franchise Authority has reviewed the Transfer Application,
examined the legal, financial and technical qualifications of AT&T Comcast, followed
all required procedures in order to consider and act upon the Transfer Application, and
considered the comments of all interested parties.
WHEREAS,the Franchise Authority is willing to consent to the Transactions.
• •
NOW,THEREFORE,BE IT RESOLVED AS FOLLOWS:
Section 1. The Franchise Authority hereby consents to the Transactions in
accordance with the terms of the cable franchise and applicable law with a reservation
of all rights inherent in the current franchise including, but not limited to, the right to
require correction of all known and unknown franchise breaches existing at the time of
transfer.
Section 2. The Franchise Authority's consent is conditional upon reimbursement of
fees for communications consultant costs and attorney fees not to exceed $3,500 which
are associated with this transfer.
Section 3. This Resolution shall be deemed effective upon adoption.
Section 4. This Resolution shall have the force of a continuing agreement with
Franchisee and AT&T Comcast, and Franchise Authority shall not amend or otherwise
alter this Resolution without the consent of Franchisee and AT&T Comcast.
PASSED AND ADOPTED this 2ND day of May, 2002.
By
Mayo ro Tern, T of Los Altos
Hills
ATTEST
City Clerk