Attachment B

RESOLUTION NO. ________ 

WHEREAS, TCI Cablevision of California, Inc. ("Franchisee") is duly authorized to operate and maintain a cable communications system in Sunnyvale, California, by the City of Sunnyvale pursuant to a franchise granted by the City Council; and

WHEREAS, in 1998 the City approved a change of control from TCI to AT&T Corp. when TCI became a wholly-owned subsidiary of AT&T; and

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of December 19, 2001, among and between (1) AT&T Corp., (2) Comcast Corporation, (3) AT&T Comcast (a newly-formed entity), (4) AT&T Broadband Corp. (a newly-formed, wholly-owned subsidiary of AT&T Corporation), (5) AT&T Broadband Acquisition Company (a newly-formed, wholly-owned subsidiary of AT&T Comcast), and (6) Comcast Acquisition Company (a newly-formed, wholly-owned subsidiary of AT&T Comcast], a series of transactions will take place by which AT&T Broadband Corp. will be merged into Comcast, and become wholly-owned subsidiaries of AT&T Comcast; and

WHEREAS, by virtue of the above-described transaction, AT&T Comcast will become the indirect controlling shareholder of the Franchisee after consummation of the restructuring and merger; and

WHEREAS, FCC Form 394 (Transfer of Control Application) with respect to the change of control has been filed with the City; and

WHEREAS, the parties have requested consent by the City Council to the change of control pursuant to Section XXII of the franchise agreement; and

WHEREAS, the City has reviewed the Application and examined the financial responsibility, technical expertise and legal and character qualifications of AT&T Comcast in accordance with applicable laws and the Franchise Agreement; and

WHEREAS, based on such review and examination, and in reliance on the representations made by AT&T, AT&T Comcast, and the Franchisee in the Application, the City is willing to grant its consent to the Transfer, subject to the conditions specified below; and 

WHEREAS, the Franchisee and the City, in a separate agreement, note the existence of certain identified issues and agree to a resolution of those identified issues;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SUNNYVALE THAT:

1. The Transfer of Control Application is hereby approved as of June 25, 2002, subject to the following conditions:

a.         Franchisee hereby accepts, acknowledges and agrees that after the change of control, it will continue to be bound by all of the commitments, duties, and obligations, present, continuing, and future, of the Franchisee embodied in the franchise document to the maximum extent required by law, including but not limited to compliance with the services and programming provisions pursuant to Section XI of the Franchise Agreement, customer service standards specified in Section XII of the Franchise Agreement, and public, education and government (PEG) access and support pursuant to Section XIII of the Franchise Agreement, and that neither the merger nor the City's approval of the application for change of control will have any effect on these obligations.

b.         Franchisee agrees that regulated rates will continue to be set in conformance with FCC regulations.  Franchisee further agrees that the change of control, the consent process, and the City's resolution granting consent do not provide any basis for increasing the amounts paid by subscribers through cost pass-throughs as so-called "external costs" or as new requirements, and the consent process and the resolution granting consent do not provide any basis for increasing the amounts paid by subscribers in any manner.

c.   Franchisee and City will reach an agreement and resolve the outstanding alleged noncompliance issues within the next 90 days, as discussed in the separate agreement.

2.    If the foregoing conditions are satisfied, the Transfer of Control Application shall be deemed approved in accordance with applicable law.  Otherwise, the Transfer of Control Application shall be deemed, by the terms of this Resolution, without further action necessary by the City, to have been denied as of June 25, 2002, without prejudice to any party to re-file for approval of the Proposed Transaction or a similar transaction.

Adopted by the City Council at a regular meeting held on __________________, 2002, by the following vote:

 

AYES:
NOES:
ABSENT:

 

ATTEST:	APPROVED:
_____________________________	____________________________
City Clerk	Mayor

(SEAL)

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