01-22-2004
City r"mmiøúnn
JelTrey M. Perlow, Mayor
A The City of
~ventura
..~
City M~
Eric M. Soroka, ICMA-CM
~
Te«sa M. Soroka, CMC
Zev Auerbach
Jay R. Beskin
Ken Cohen
Bob Diamond
Manny Grossman
Harry Holzberg
CityAttomc¡y
Weiss Serota Helfman Pastoriza
Guedes Boniske & Cole
AGENDA
JANUARY 22, 2004 9 AM
Govemmenl Center
19200 West Country Club Drive
Aventura. Florida 33180
1.
CALL TO ORDER\ROLL CALL
2.
RESOLUTION:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
A VENTURA, FLORIDA, APPROVING THE TRANSFER OF THE
INTERLINK COMMUNICATIONS PARTNERS, LLC. D/B/A
CHARTER COMMUNICATIONS ("CHARTER") CABLE FRANCHISE
TO ATLANTIC BROADBAND (MIAMI) LLC ("ATLANTIC
BROADBAND"); AND PROVIDING FOR AN EFFECTIVE DATE.
3.
ADJOURNMENT
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990. alt persons who are disabled
and who need special accommodations to participate in this meetin8 because of that diaability should contact the Office of the City
Clerk, 305-466.8901. not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory
Boards may be in attendance. Anyone wishing to appeal any decision made by the Aventura City Commission with respect to any
matter conaidered at such meeting or hearing wilt need a record of the proceedings and. for such purpose. may need to ensure that a
verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be
based. Agenda ilerns may be viewed at the Office oflhe City Clerk, City of Aventura Government Center, 19200 W. Country Club
Drive. Aventura, Florida, 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk al 305-466-
8901.
LEIBOWITZ & ASSOCIATES, EA.
"OSEPH A. BECISCE
ICA C. FnD
MATTHEW c. CEIBOWITZ
ECENI C. PANTARIDIS
SUNTRUST 'NTERNATIONAL CENTER
ONE SOUTHEAST THIRD AVENUE
MIAMI, FCORIDA 33131-1715
TnEPHONE 1305) S30-1322
TECECOPIER 1305) 530-9417
E-MAIC Firm@brcadlaw.com
THOMAS H. WICCIAMS
January 15,2004
VIA COURIER
Mr. Eric Soroka
City Manager
City of Aventura
19200 W. Country Club Drive
Aventura, FL 33180
RE:
Charter Atlantic Broadband Transfer
Dear Eric:
Based upon the information provided by the Applicant, it is our understanding
that the Franchisee is in compliance with the terms and conditions of the Franchise.
Moreover, the Transferee has agreed to accept all of the terms and conditions of the
existing Franchise, and the Firm has identified no basis for denial.
Therefore, it is the Firm's recommendation that the proposed request to transfer
the cable television franchise from Charter to Atlantic Broadband be approved at the
scheduled City Commission meeting of January 22, 2004, consistent with the attached
Resolution.
Please Ila Feld or myself should you have any questions.
Sincerely,
~. {7 ~_.__.
Eleni C. Pantaridis, Esq.
cc: II. Feld, Leibowitz & Associates
RESOLUTION NO.2004 ~
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, APPROVING THE TRANSFER
OF THE INTERLINK COMMUNICATIONS PARTNERS, LLC.
D/B/A CHARTER COMMUNICATIONS ("CHARTER") CABLE
FRANCHISE TO ATLANTIC BROADBAND (MIAMI) LLC
("ATLANTIC BROADBAND"); AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on September 22, 2003, the City of Aventura, Florida, received an FCC
394 requesting the City to consent to the proposed transfer of the Charter cable television
Franchise to Atlantic Broadband (Miami) LLC ("Transferee"); and
WHEREAS, pursuant to cable Ordinance No. 97-20, as amended by Ordinance No.
98-11 of the City of Aventura and the Charter Franchise granted thereunder, no such
transfer may occur without prior approval of the City COMMISSION; and
WHEREAS, the City has required that the Applicant fulfill the obligations of
Ordinance No. 97-20, as amended by Ordinance No. 98-11 and the Franchise and provide
information on the proposed transaction including details regarding the legal, financial, and
technical qualifications of the Transferee and such other information as may be in the
public interest; and
WHEREAS, the City has relied on information provided by both the proposed
Transferor and the Transferee; and
WHEREAS, the City has required a written acceptance from Atlantic Broadband of
the terms and conditions of this Resolution by Affidavit as a condition precedent to the
adoption of this Resolution (Agreement and Acceptance attached hereto as Exhibit A);
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, THAT:
Section 1,
To the extent required, the City of Aventura hereby consents to the
transfer of the Charter cable television Franchise from Charter to Transferee.
Section 2.
That the consent granted herein does not constitute and should not be
construed to constitute a waiver or release of any obligations of Charter under cable
Ordinance No. 97-20, as amended by Ordinance No. 98-11 and the cable television
Franchise granted pursuant to Ordinance No. 97-20, as amended by Ordinance No. 98-11,
and transferred pursuant to Resolution 99-08, except to the extent that such obligations
become the obligations of Transferee as a result of the transfer.
Section 3.
That the consent granted herein does not constitute and should not be
construed to constitute a waiver or release of any obligations of Transferee under Cable
Ordinance No.97-20, as amended by Ordinance No. 98-11 and the cable Franchise
granted pursuant to Ordinance No. 97-20, as amended by Ordinance No. 98-11, and
transferred pursuant to Resolution 99-08, except to the extent such obligations are
assumed by Charter as a result of the transfer.
Section 4.
That the consent granted herein does not and should not be construed
to constitute a waiver of any right of the City under applicable law including, but not limited
to Ordinance No. 97-20, as amended by Ordinance No. 98-11 and the cable television
Franchise; and further, this consent shall not prejudice the City's rights with respect to the
enforcement, renewal or subsequent transfer of the cable television Franchise and any
amendments thereto or agreements in connection therewith.
Section 5.
That the consent granted herein is conditioned upon (a) execution of the
Acceptance and Agreement attached hereto and incorporated herein as Exhibit A; and (b)
submission to the City of cost recovery of its consulting and legal fees pursuant to Section 1 O(F) of
Ordinance 97-20, as amended by Ordinance No. 98-11 in the amount of Nine Thousand Dollars
($9,000). The City acknowledges receipt of Two Thousand Five Hundred Dollars ($2,500) from the
applicant and that sum shall be credited against the expenses as set forth above.
Section 6.
That the City hereby reserves all of its rights pursuant to federal, state and local
law including, but not limited to the rights in (a) the Franchise renewal process (b) the Franchise
transfer process including, but not limited to, the right to act upon any application to sell, assign or
otherwise transfer controlling ownership of the cable system; and ( c) the enforcement of the current
Ordinance No. 97-20, as amended by Ordinance No. 98-11, and the current cable television
Franchise.
Section 7.
That the consent granted herein is an express non-waiver and express
reservation of the City's rights and authority with respect to enforcement of the Franchisee's
compliance with applicable law including, but not limited to Ordinance No. 97-20, as amended by
Ordinance No. 98-11, and the current cable television Franchise. Transferee shall be liable for any
and all violations or breaches of said Ordinance(s) or Franchise regardless of whether such
violations arose prior to or after the close of the transaction between Interlink Communications
Partners, LLC. d/b/a Charter Communications and Atlantic Broadband (Miami) LLC. The City's
approval of the transaction shall in no way be deemed a representation by the City that Charter is in
compliance with its obligation under Ordinance 97-20, as amended by Ordinance No. 98-11 orthe
Franchise Agreement.
Section 8.
That the consent granted herein is subject to Transferee's compliance with all
other applicable legal requirements and the City does not waive and expressly reserves the right to
enforce any non-compliance with the applicable Ordinance(s) and Franchise requirements.
Section 9.
In the event the proposed transaction between Interlink Communications
Partners, LLC. d/b/a Charter Communications and Atlantic Broadband (Miami) LLC is not
consummated within 180 days of the effective date herein, or in the event such closure is reached
on terms substantially or materially different to the terms described in the application and exhibits
thereto, submitted to the City on or about September 22,2003, or in the event Miami-Dade County
fails to approve any application to transfer the Charter Franchise to Atlantic Broadband or does not
reach final closure for any reason within 180 days of the effective date herein, this Resolution,
together with the Acceptance and Agreement submitted by Atlantic Broadband shall be null and
void.
Section 10. That this Resolution shall become effective upon the date of its adoption
herein.
The foregoing Resolution was offered by Commissioner
moved for its adoption. The motion was seconded by Commissioner
and upon being put to a vote, the vote was as follows:
who
Commissioner lev Auerbach
Commissioner Ken Cohen
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Jay R. Beskin
Mayor Jeffrey M. Perlow
4
PASSED AND ADOPTED this 22"d day of January, 2004.
JEFFREY M. PERLOW, MAYOR
ATTEST:
TERESA M. SOROKA, CMC, CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITYATTORNEY
EXHIBIT A
AGREEMENT AND ACCEPTANCE OF TERMS
OF RESOLUTION NO.
BEFORE ME, appeared the undersigned authority who having been duly sworn upon his oath deposes
and states that:
1.
The Affiant is the President and Chief Operating Officer of Atlantic Broadband (Miami) LLC ,
a Limited Liability Company organized under the laws of Delaware, and is the person authorized to execute
this document on behalf of Atlantic Broadband (Miami) LLC.
2.
The Affiant is submitting this Affidavit as a condition precedent to the transfer of the Interlink
Communications Partners, LLC. d/b/a Charter Communications ("Charter") cable television Franchise from
Charter to Atlantic Broadband (Miami) LLC ("Transferee").
3.
Affiant hereby attests that Charter is a current Franchisee in the City of A ventura, Florida (the
"City") and that Atlantic Broadband (Miami) LLC will be the successor to Franchisee upon the closing of the
transaction between Charter and Atlantic Broadband (Miami) LLC.
4.
Transferee hereby accepts and agrees to all of the terms and conditions or provisions of this
Agreement & Acceptance, Ordinance No. 97-20, as amended by Ordinance No. 98-11, the Franchise
Agreement, and by all amendments thereto or transfers thereof.
5.
Transferee shall cooperate in any compliance inquiry in connection with any possible Franchise
violations that may have arisen before the effective date herein or that may arise after said date.
6.
Effective on the date of the closure of the transaction between Charter and Atlantic Broadband
(Miami) LLC in the event it is determined that Franchisee is not in compliance with the Ordinance(s) or
Franchise, Transferee shall be subject to liquidated damages and such other remedies as may be imposed by
the City pursuant to the Ordinance(s) and the Franchise.
7.
Franchisee unconditionally accepts all terms and conditions of Resolution No. - and this
Agreement and Acceptance as incorporated therein.
Ü\DOCUMENTS AND SETIINGSIEPANTARtDtSlLOCAL SETIINGSITEMPORARY INTERNET FILESIOLK2JEIA YENTURA RESOLUTION
AGREEMENT.t.I3.04.DOC
FURTHER AFFIANT SA YETH NAUGHT.
Atlantic Broadband (Miami) LLC,
a Delaware Limited Liability Company
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STATE OF ~J¡A(Il- ~
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BEFORE ME, the undersigned authority, personally appeared who is known to me personally (or
provided proof of identification) and upon being first duly sworn acknowledged that he/she executed the
foregoing document freely and voluntarily and for the purpose therein expressed.
WITNESS my hand and official seal in the County and State last aforesaid this
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My Commission Expires: ~.
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JOAN E- AMBROSINO
Notary Public. State of New York
No. OL\.M6082958
Qualified in Richmond County
Commission Expires Novemi",r1. 2f' Qb
C"WINDOWS\TEMPORARY INTERNET FlLESlCONTENT.1E5\A500RWDIIA VENTURA RESOLUTION AGREEMENT.t.O..04.DOC
2
AFFIDAVIT OF COMPLIANCE
FOR THE CITY OF A VENTURA
Atlantic Broadband LLC, as Transferee of the Charter cable television Franchise, hereby
certifies that it had conducted reasonable due diligence and determined that the Franchise is in
compliance in all material respects with all of the terms and conditions of its Franchise with the
City of Aventura, including but not limited to all customer service obligations set forth therein or
such other FCC standards as may be applicable. In the event that it is determined that the
Franchisee was not in compliance in all material respects with any obligations prior to the
closing date of the transfer transaction between Interlink Communications d/b/a Charter and
Atlantic Broadband (Miami) LLC, Transferee, as between the City of Aventura and tranferee,
accepts all obligations and liabilities including but not limited to performance of a cure of the
non-compliance and the payment of liquidated damages, if any, as set forth in the Franchise
Agreement.
Atlantic Broadband (Miami) LLC,
a Delaware Limited Liability Company
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STATE OF :ZLfI '/,dL-- )
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BEFORE ME, the undersigned authority, personally appeared who is known to me
personally (or provided proof of identification) and upon being first duly sworn acknowledged
that he/she executed the foregoing document freely and voluntarily and for the purpose therein
expressed. '"
WITNESS my hand and official seal in the County and State last aforesaid this (À
day of, ~_,2004.
My Commission Expires:
~OOh
SS.
JOAN E. AMBROSINO
Notary Pnblic. State of New York
No. 01 AM6082958
Qualified in Richmond County
Commission Expires November 4, 20l1e.
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Atlantic Broadband
www.otlonticbraodbond.Us
September 18, 2003
Mr. Eric Soroka
City Manager
City of Aventura
c/o Clerk
19200 W. Country Club Drive
Aventura FL 33180
RE:
The Sale of Charter Communications Cable Systems to Atlantic
Broadband Miami, LLC ("Atlantic Broadband")
Application for Assignment of Cable Television Franchise (FCC
Form 394)
Dear Mr. Soroka:
On behalf of Atlantic Broadband, we are pleased to announce the pending
acquisition of your cable system currently operated by Charter Communications
to Atlantic Broadband Miami LLC ("Atlantic Broadband"). This transaction, when
completed, will assure that your residents and businesses will continue to enjoy
all of the benefits of receiving cable television and digital services. In order to
successfully effect the transfer of your cable system to Atlantic Broadband, we
have enclosed an original Federal Communications Commission Form 394
entitled "Application for Consent to Assignment of Cable Television Franchise."
Our submission of Form 394 is consistent with the requirements of the Federal
Cable Act and the Franchise Agreement between Charter and your community.
We request your consent, if you believe it is required, to the assignment of
Charter's cable television franchise with your community to Atlantic Broadband at
your earliest convenience. Atlantic Broadband has enclosed for your
consideration a proposed resolution granting such consent.
As you review the application and accompanying materials, we are confident you
will share our enthusiasm for the opportunity for Atlantic Broadband to be your
service provider. Atlantic Broadband will strive to offer superior cable television
and digital services to your community. The Atlantic Broadband business plan
1266 Furnace Brook Porkwoy. Suite 40.3. Quincy, MA 02169' Tel: 617-786-B8OO' Fax: 617-786-B803
September 18, 2003
Page 2
contemplates providing superior customer care and continued growth in our full
complement of video and internet services.
Atlantic Broadband brings together seasoned cable television experience with
strong financial partners. Dave Keefe and Ed Holleran, Atlantic's Chief Executive
and Chief Operating Officers, respectively, each have more than 25 years of
experience building, financing and operating telecommunications companies.
ABRY Partners LLC is one of the most experienced and successful private equity
firms in North America. The enclosed application offers you more specific detail
on Atlantic's team and ABRY.
We invite you to review the enclosed application and accompanying materials
concerning Atlantic Broadband. We look forward to responding to your
questions. Please direct communications concerning the Application to Donna
Garofano, Atlantic's Vice President of Government and Regulatory Affairs.
Donna can be reached at 312-927-2773 or 248-258-7074. If you would like to
contact Dave Keefe or Ed Holleran, you may reach us at 617-786-8800.
We look forward to a mutually positive experience and we are excited to have the
opportunity to be your cable television franchisee.
Sincerely,
~~v-
{~/~øY
Chief Executive Officer
Edward 1. Holleran Jr.
President and Chief Operating Officer