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Resolution 2002-314 101 ':~ RESOLUTION NO. 2002-..J.1...L A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, APPROVING THE TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM COMCAST CORPORATION TO A MERGED COMPANY, AT&T COMCAST CORPORA TION, AND ACCEPTING AN AMENDMENT TO THE FRANCHISE WHEREAS, COMCAST CABLEVISION OF THE SOUTH, INC., assignee, and current ("Franchisee") is an indirect subsidiary of Comcast Corporation ("Comcast") and Comcast intends to merge with AT&T Broadband Corp. to create a new company to be known as AT&T Comcast Corporation (the "Merger"). Franchisee is now duly authorized by the Collier County Board of County Commissioners ("Board") (the "Franchise Authority") to operate and maintain a cable communications system (the "System") within its franchised areas pursuant to a franchise agreement (The "Franchise") heretofore granted by the Franchise Authority; and WHEREAS, Franchisee has requested the Board to consent to this proposed Merger, and in accordance with the requirement of the Franchise, Franchisee, under a cover letter dated February 25,2002, from Comcast's Senior Vice President, Government Affairs, Sheila R. Willard, FCC Form 394 ("Application") has been filed with the Board, acting as the Franchise Authority; and WHEREAS, pursuant to an Agreement and Plan of Merger between Comcast Corporation and AT&T Corporation, Comcast Corporation and AT&T Corporation plan to merge into a new company called AT&T Comcast Corporation; and Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited liability company ("LLC Conversion"); and WHEREAS, Following the merger and any LLC Conversion, Franchisee will continue to hold the Franchise and all day-to-day authority over the operations of the Franchisee will remain with the current Comcast Corporation CEO, Brain L Roberts; and WHEREAS, The Board, as the Franchise Authority, hereby consents to the proposed Merger and the possible LLC Conversion and accepts as an amendment to the Franchise Agreement the letter of June 11,2002, from Vice President Willard. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS, OF COLLIER COUNTY, FLORIDA, that: Section 1. The Board of County Commissioners of Collier County, Florida, as the "Franchise Authority" hereby consents the transactions to the extent that its consent is authorized by the terms of the Franchise Agreement and by applicable law, and accepts Vice President Willard's letter of June 11,2002 as an amendment to the Franchise Agreement. THIS RESOLUTION ADOPTED this _ day of June, 2002, after motion, second and majority vote favoring adoption; this Resolution is effective immediately. ATTEST: D'XMt \~~i~S sfgnature only. COLLIER CO BY:~~'~'BY: Deputy Clerk J N. COLETTA, Chairman f.JJ - ~S' - Oa- Approved as to form And legal sufficiency: 'To~ p~ Thomas C. Palmer Assistant County Attorney \-