2004-009
RESOLUTION NO.2004.Q9
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.
2
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 ofTwo 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 or the
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 Cohen, who moved for its adoption.
The motion was seconded by Commissioner Diamond, and upon being put to a vote, the vote was
as follows:
Commissioner Zev Auerbach
Commissioner Ken Cohen
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Jay R. Beskin
Mayor Jeffrey M. Perlow
yes
yes
yes
yes
yes
yes
yes
4
PASSED AND ADOPTED this 22"d day of January, 2004.
'?a~~-~
EFFREY M. RLOW, MAYOR
ATTEST:
~ÝM~
CITYATTORNEY
, .
EXHIBIT A
AGREEMENT AND ACCEPTANCE OF TERMS
OF RESOLUTION NO. ;(00-1-.0'1
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.
C:\DOCUMENI'S AND SEmNGSlEPANTARIDlSlLOCAL SEmNGSlTEMPORARY INTERNET FlLESIOLJaJE\A VENTURA RESOLUTION
AGREEMENT.I.13.04.DOC
FURTHER AFFIANT SA YETH NAUGHT.
Atlantic Broadband (Mianii) LLC,
a Delaware Limited Liability Company
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STATE OF ~(¡A(IL-- ~
COUNTY OF ~L--)-
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. I't:
WITNESS my hand and official seal in the County and State last aforesaid this ¡'¡ day of
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My Commission Expires: f 'L
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SS.
JOAN E. AMBROSINO
Notary Public. State of New York
No. OlAM6082958
Qualified in Richmond County
Commission Expires Novem",," 4.1fI/L\)
C:\WlNDOWSlTEMPORARY INTERNET F'USICONTENT.IE5\A5OORWDIIA VENTIJRA Rt:SOLVTION AGR"MENT.I.".04.DOC
2
, .
AFFIDAVIT OF COMPLIANCE
FOR THE CITY OF A VENTURA
Atlantic Broadband LLC, as Transferee of the Charter cable teleyision 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-comp1iance and the payment of liquidated damages, if any, as set forth in the Franchise
Agreement.
Atlantic Broadband (Miami) LLC,
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BY: ~ IJ r (ILL --:-fl.
ITS: 'l<ß/lPi:Yv( ,
STATE OF ~M tf,dL- )
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COUNTY OF "ìuwð6r1t-- )
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 helshe 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 I)..
dayof,~_,2004.
My Connnission Expires:
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SS.
JOAN E. AMBROSINO
Notary Public. State of New York
No. OlAM6082958
Qualified in Richmond County
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