Presenter
Presented by Mr. Peduto
AS AMENDED
Title
Resolution approving the request for change in control of the City's cable system franchise from AT&T Corp. to AT&T Comcast Corporation.
Body
Whereas, TCI of Pennsylvania, Inc., the holder of a franchise to operate a cable system franchise in the City of Pittsburgh, is a subsidiary of AT&T Corp. ("AT&T");
Whereas, AT&T has announced its intention 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 on or about December 19, 2001 by and among AT&T, AT&T Broadband Corp. ("AT&T Broadband"), Comcast, and certain of their respective affiliates, and a Separation & Distribution Agreement dated on or about December 19, 2001 by and between AT&T and AT&T Broadband (the "Merger");
Whereas, following the Merger, the Franchisee will be controlled by AT&T Comcast, but will continue to operate the City cable system and continue to hold and be responsible for performance of the City cable system Franchise;
Whereas, AT&T and Comcast notified the City in a letter dated on or about February 25, 2002 of the pending abovementioned Transactions, and requested approval for the change in control from AT&T to AT&T Comcast, pursuant to applicable federal law, and Chapter 425 of the Pittsburgh Code of Ordinances;
Whereas, on or about March 27, 2002, the City submitted to Franchisee, AT&T and Comcast a series of detailed written interrogatories on issues pertaining to the proposed AT&T Comcast merger and change in control of the franchise to AT&T Comcast;
Whereas, the City has reviewed thoroughly 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 comments of all interested parties;
Whereas, Franchisee does not currently anticipate a reduction in current levels of City employment, or in operations of the City's cable system as a result of the Merger;
Whereas, Franchisee has provided information to the City regarding the status of the cable system upgrade as required under the current cable system franchise and has committed to complete that upgrade;
Whereas, the City has requested and has received from Comcast certain assurances related to completion of the cable system rebuild pursuant to a letter dated May 3, 2002 (the "Assurance Letter," a copy of which shall be incorporated into and made a part of this Resolution thereto);
Whereas, based upon the information provided by the Franchisee, AT&T and Comcast, including, but not limited to the Assurance Letter, the City is willing to consent to the merger and change in control as set forth above;
Whereas, the City seeks to foster a competitive environment for the provision of video services by ensuring that Franchisee's competitors have non-discriminatory access to all video programming;
Whereas, the City seeks to preserve its ability to bind all video services providers utilizing the City's rights of way should it enact program access legislation in the future;
Be it resolved by the Council of the City of Pittsburgh as follows:
Section 1. The change in control of the City of Pittsburgh cable system franchise currently held by Franchisee to AT&T Comcast is hereby approved with the following conditions:
1. The Franchisee recognizes the City's concern that the level of services and employees in the City not be diminished. Franchisee and AT&T Comcast shall comply with all applicable laws, including but not limited to, the Workers Adjustment and Retraining Notification Act 29 U.S.C. 2101, et seq. Regarding workforce reductions and facilities closings, and shall provide the City with such advance notification as may be required thereunder.
2. In all respects and without exception, Franchisee agrees to comply with the requirements of the current Franchise Agreement between the City and Franchisee including all applicable laws, ordinances, orders, contracts, agreements, commitments, and regulatory actions taken pursuant thereto, including but not limited to, system upgrade commitments and support for public, educational, and governmental access.
3. That Franchisee agrees that the City does not waive and expressly reserves all legal rights and authority pertaining to any and all non-compliance under the City of Pittsburgh Franchise Agreement that now exists, or may later be discovered to have existed during the term of such Franchise, even if prior to the closing of the Merger. Such non-compliance may include, but is not limited to, the following:
a. Cooperation in Attaining Compliance with Construction & Maintenance-Related Issues. Franchisee expressly agrees to cooperate with City staff, regarding the investigation and resolution, repair, or other action(s) pertaining to achieving compliance with construction and maintenance-related obligations under the current Franchise Agreement. Franchisee agrees that, by consenting to this change in control, the City does not waive and expressly reserves the right to enforce full compliance with the City of Pittsburgh Franchise Agreement, irrespective of any non-compliance that may be ascertained took place before or after the consummation of the Merger.
b. Non-Waiver of Potential City Action(s) Against Telecommunications Providers. Franchisee agrees that the City does not waive and expressly reserves all legal rights and authorities, including the assessment of fines or instituting actions for trespass and/or ejectment, against telecommunications providers in connection with any unauthorized use of the City's rights-of-way.
c. Cooperation in Franchise Fee Review-Related Activities. Franchisee expressly agrees to cooperate with City officials regarding the collection and/or submission of information to enable the City to conduct a franchise compliance enquiry in connection with the franchise auditing process. Franchisee agrees that, by consenting to this change in control, the City does not waive and expressly reserves the right to enforce full compliance with the City of Pittsburgh Franchise Agreement, irrespective of any non-compliance that may be ascertained took place before or after the consummation of the Merger.
4. That the AT&T Comcast merger and accompanying requests for change in control of the City cable system franchise receive necessary legal approvals and authorizations from the United States Department of Justice and the United States Federal Communications Commission.
5. Franchisee acknowledges and agrees that, irrespective of Section 1.6 (D) of the Franchise Agreement, any legislation restricting exclusive programming access that the City of Pittsburgh may enact in the future will be binding upon Franchisee and will not constitute a material change in the Franchise Agreement that would require consent of Franchisee.
6. Franchisee agrees to maintain throughout the term of the Franchise Agreement in Pittsburgh existing levels of customer service. Further, for a period of twenty-four months after the Franchise transfer, Franchisee agrees to maintain its current level of employment across all job categories, both union-represented and non-union-represented. Franchisee also agrees to maintain the customer call center in the City's West End for a period of no less than five years after the date of the Franchise transfer.