2000-076 RESOLUTION NO. 2000-76
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, APPROVING THE TRANSFER
OF THE COMCAST CABLEVISION OF HALLANDALE, INC.
("COMCAST") CABLE FRANCHISE TO DISTRICT
CABLEVISION LIMITED PARTNERSHIP ("AT&T
BROADBAND")
WHEREAS, on August 31,2000, the City of Aventura, Florida, received an FCC 394
requesting the City to consent to the proposed transfer of the Comcast cable television
franchise to District Cablevision Limited Partnership ("Transferee"), with AT&T Corp., et al.
as the ultimate parent of Transferee; and
WHEREAS, pursuant to City of Aventura Ordinance No. 97-20 as amended by
Ordinance No. 98-11 and the Comcast Franchise granted pursuant to Resolution No. 98-
12, 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 the
Ordinance and the Franchise and provide information on the proposed transaction
including details on the legal, financial, 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 including, but not limited to, correspondence from Comcast
dated November 19, 2000 and AT&T dated November 20, 2000; and
WHEREAS, the City has required a written acceptance from Comcast of the terms
and conditions of this Resolution by affidavit as a conditions precedent to the adoption of
this Resolution (Affidavit attached hereto as Exhibit A); and
Resolution No. 2000-76
Page 2
WHEREAS, the City has required written acceptance from AT&T Broadband, LLC of
the terms and conditions of this Resolution by affidavit as a condition precedent to the
adoption of this Resolution (Affidavit attached hereto as Exhibit B).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, THAT:
1. To the extent required, the City of Aventura hereby consents to the transfer of
the Comcast Cable Television Franchise from Comcast to Transferee.
2. That the consent granted herein does not constitute and should not be
construed to constitute a waiver or release of any obligations of Comcast under cable
Ordinance No. 97-20 as amended by Ordinance No. 98-11 and the cable television
franchise granted pursuant to Resolution No. 98-12, except to the extent that such
obligations become the obligations of Transferee as a result of the transfer.
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 franchises
granted pursuant to Resolution No. 99-19 and Resolution No. 98-12, except to the extent
that such obligations are assumed by Comcast as a result of the transfer.
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
Cable Television Ordinance No. 97-20, as amended by Ordinance No. 98-11 and the
Cable Television Franchises; and further, this consent shall not prejudice the City's rights
with respect to the enforcement, renewal or transfer of any of the current cable television
franchises and any amendments thereto or agreements in connection therewith.
5. That the consent herein granted is conditioned upon (a) the assurances set
forth in the affidavits attached hereto as Exhibit A and Exhibit B; (b) submission to the City
of cost recovery of all costs incurred by the City related to this transfer proceeding pursuant
to Section 9(I) and 10(F) of Cable Television Ordinance 97-20 which is Three Thousand
Five Hundred ($3,500.00) Dollars based upon the total cost of Six Thousand ($6,000.00)
Dollars less the amount of Two Thousand Five Hundred ($2,500.00) Dollars submitted with
the application.
6. That the consent herein granted is limited to the right to provide cable
services, and to the extent not otherwise prohibited by applicable law Transferee shall
obtain any lawful permission from the City as may be required, prior to its providing any
other services within the City.
7. 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 Cable Television Ordinance No. 97-20 as amended by
Ordinance No. 98-11 and all current Cable Television Franchises, as amended.
8. That the consent herein granted 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 Cable Television Ordinance No.
97-20 and 98-11 as amended and the current cable television franchises as amended.
Transferee shall be liable for any and all violations of said law to the extent such violations
arise after the close of the transaction between Comcast Corporation, et al. and AT&T
Corp., et al. The City's approval of the transaction shall in no way be deemed a
representation by the City that Comcast is in compliance with its obligation under Cable
Television Ordinance 97-20 as amended by Ordinance No. 98-11 or the Franchise
Agreement.
9. 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 and Franchise
requirements.
10. In the event the proposed transaction between Comcast Corporation, et al.
and AT&T Corp., et al is not consummated or does not reach final closure for any reason,
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 August 31,
Resolution No. 2000-76
Page 4
2000, or in the event Miami-Dade County or the City of Ft. Lauderdale fails to approve any
application to transfer the Comcast franchise to AT&T, this Resolution, together with the
Affidavit of Acceptance submitted by AT&T Broadband, LLC shall be null and void.
11. That this Resolution shall become effective on December 27th, 2000 at 5:00
p.m., if and only if the City is in receipt of Exhibit A and Exhibit B in the form attached
hereto, executed by duly authorized representatives of Comcast and AT&T respectively.
12. In the event the City is not in receipt of executed Exhibits A and B by
December 27, 2000 at 5:00 p.m., then this Resolution shall be void and the City shall be
deemed to have denied the pending application pursuant to Resolution No. 2000-76.
13. That this Resolution shall become effective upon the date of its adoption
herein.
The foregoing Resolution was offered by Commissioner Berger, who moved its
adoption. The motion was seconded by Commissioner Rogers-Libert, and upon being put
to a vote, the vote was as follows:
Commissioner Arthur Berger yes
Commissioner Ken Cohn yes
Commissioner Harry Holzberg yes
Commissioner Jeffrey M. Perlow yes
Commissioner Patricia Rogers-Libert yes
Vice Mayor Jay R. Beskin yes
Mayor Arthur I. Snyder no
PASSED AND ADOPTED this 18th day of December,.L200(Z ~
A'R~I-fU RTDER/MAYOR
ATTEST:
TERESA M. SOROKA, CMC, CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
AT&T
AT&T Brondbnnd
188 Inverness Drive West
Englewood, CO 80112
Dcccmber 20, 2000
VIA OVERNIGHT DELIVERY
Mt'. Eric Soroka
City of Aventura
Government Center
2999 NE I91*t Street, Suite 500
Aventura, Florida 33180
RE: Transfer of Aventura Franchise
Dear Mr. Soroka:
Please find enclosed the executed Exhibit B Unconditional Acceptance of Terms of Resolution
No.~O? ¢~ in connection with the transfer of the cable franchise from Comcast Cablevision of Hallandale,
inc. lo District Cablevision, L.P.
With rcgard to the payment of the $3,500 as required by the Resolution, if you would please
forward me a copy of the executed Resolution, i will then process the request for the payment of the check
f?om our accounting department.
If you have any questions regarding this matter, please feel free to contact Susan Bisno at (954)
533-5102 or myself at (303) 858-3278. Thank you for your cooperation and assistance in this matter.
Sincerely,
AT&T Broadband, LLC
On Behalf of District Cablevision, L.P.
Michael Woods
CC: Susan Bisno
ila Feld (via facsimile 305/530-9417)
~'~Recycled Paper
EXHIBIT B
UNCONDITIONAL ACCEPTANCE
OF TERMS OF RESOLUTION NO. ~ ~ ~ - 7~
BEFORE ME, appeared the undersigned authority who having been duly sworn upon oath
deposes and states that:
1. Affiant is a Senior Vice-President and Secretary of AT&T Broadband, LLC and is
the person authorized to execute this document on behalf of District Cablevision Limited
Partnership.
2. Affiant is submitting this affidavit as a condition precedent to the transfer of the
Comcast Cablevision of Hallandale, Inc. ("Franchisee" or "Comcast") cable franchise from
Franchisee to District Cablevision Limited Parmership ("Transferee").
3. To the best of his knowledge and belief, Affiant hereby attests that Comcast is a
current Franchisee in the City of Aventura, Florida and that District Cablevision Limited Partnership
will be the successor to Franchisee upon the closing of the transaction between Comcast
Corporation, et al. and AT&T Corp., et al. Transferee shall comply with the terms of this acceptance
and the Franchise Agreement.
4. Franchisee or its successors in interest shall reimburse the City for all costs incurred
by the City related to the transfer process pursuant to Sections 9(I) and 10 (F) of Cable Television
Ordinance 97-20 as amended by Ordinance No. 98-11and the Franchise Agreement. Receipt of
payment by the City of this obligation shall be acknowledged upon receipt of payments in the
amount of Three Thousand and Five Hundred ($3,500.00) Dollars.
Exhibit B.Aventura 1207.doc 1
5. Transferee shall cooperate in any compliance inquiry in connection with any possible
franchise violations that may have arisen or that may arise.
6. After the close of the transaction between Comcast Corporation, et al. and AT&T
Corp., et al., and in the event it is determined that Transferee is not in compliance with the Ordinance
or Franchise, Transferee shall be subject to liquidated damages and such other remedies as may be
imposed by the City pursuant to the Ordinance and the Franchise.
7. Transferee shall comply with all lawful requirements with respect to access to its
cable modem platform for providers of Internet access and online services.
8. Transferee shall comply with all other applicable legal requirements, including
carriage of broadcast digital and high definition television signals, and interconnection of the cable
system with potential competitors for purposes of sharing cable PEG channels as required by the
Franchise Agreement or applicable law.
9. For so long as Transferees's content enhanced cable Internet service as provided by
Transferee is deemed to be a "cable service" under applicable law, revenues received by the
Transferee from the provision of such service shall be included within gross revenues for purposes
of the franchise fee calculation to the extent required in the Franchise Agreement and Ordinance.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Exhibit B.Avcnt~ra 1207.doc 2
10. Franchisee unconditionally accepts all terms and conditions of Resolution
No ~ ? ~.
FURTHER AFFIANT SAYETH NAUGHT.
AT&T BROhLD~AkND, LINC.
BY: Rick D. Baiiey
AT&T Broadband hereby accepts the terms and
conditions of this affidavit and Resolution No.
and agrees to do everything necessary to
ensure compliance therewith
STATE OF COLORADO )
) SS:
COUNTY OF ARAPAHOE )
BEFORE ME, the undersigned authority, personally appeared Rick D. Bailey, who is known to me
personally (or provided proof of identification) and upon being first duly sworn acknowledged that he
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 ": day of
December, 2000.
NOTARY PUBLIC, State
My Commission expires:
Exhibit B.Aventura 1207 doc 3
, ,
December 8, 2000 ~ i j I
Via Overnight Mail
Ila Feld, Esq.
Leibowitz & Associates, P.A.
One SE Third Avenue
Suite 1450
Miami, FL 33131-1715
Re: Aventura transfer from Comcast to AT&T
Dear Ila:
Enclosed please find an original Acceptance of Terms of Resolution No..,~4-a (Exhibit
A), executed by Senior Vice President Sheila Willard, whereby Comcast Cablevision of
}tallandale, Inc. accepts the terms of the proposed City of Aventura resolution approving
the transfer of the Aventura franchise to the AT&T entity, District Cablevision Limited
Partnership. Obviously, the resolution number has been left blank in the document title
and in paragraph 5, and I ask that you insert it in those respective places once that number
has been determined.
Thanks for your cooperation in these matters. If you have any questions, please do
not hesitate to contact me.
Very truly yours,
And're-~I. Rosenberg
Assistant General Counsel
Encl.
cc: Cindy Stoddart
Michael Woods, Esq.
December 8, 2000
Page 1
EXHIBIT A
ACCEPTANCE OF TERMS OF RESOLUTION NO. ~ zcc, c' ?~
BEFORE ME, appeared the undersigned authority who having been duly sworn upon his
oath deposes and states that:
1. The affiant is a Vice President of Comcast Cablevision of Hallandale, Inc.
("Comcast"), and is the person authorized to execute this document on behalf of Comcast.
2. Affiant hereby attests that Comcast, subject to a Franchise Agreement with the
City of Aventura, is a current franchisee in the City, and that, to the best of its knowledge,
Comcast is in compliance with all obligations set forth in Cable Television Ordinance 97-20 as
amended by Ordinance No. 98-11 (collectively, the "Ordinance") and the Franchise Agreement.
3. The affiant is submitting this affidavit as a condition precedent to the transfer
("the Transfer") of the Comcast cable television franchise from Comcast to District Cablevision
Limited Partnership.
4. Affiant hereby attests that, subject to applicable governing statute(s) of
limitalions, in the event that it is determined that Comcast, during the time period prior to and up
until the date upon which the transaction between Comcast Corporation, et al. and AT&T Corp.,
et al. and the Transfer of the Franchise is completed, failed to comply with its franchise
obligations pursuant to the Franchise Agreement or to the Ordinance, Comcast may be subject to
Exhibit B Aventura 1207
1
December 8, 2000
Page 2
appropriate damages and such other remedies as prescribed by the Franchise Agreement or by
the Ordinance as they exist upon the date of the Transfer.
5. Comcast Corporation, et al., unconditionally accepts all terms and conditions of
Resolution No. ~o'~' O
FURTHER AFFIANT SAYETH NAUGHT.
COMCAST CABLEVISION OF HALLENDALE, INC.
President
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF PHILADELPHIA )
BEFORE ME, the undersigned authority, personally appeared 2~)}*el/~ t'k), [t/~Kr~
who is knowu 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 __ day of
', ~ ~, ,2000.
NOTARY PUBLIC, Commonwealth of Pennsylvania
My Comrnissiou expires:
NOTARIAL SEAL
[ JANICE E. THORNTON, Notary Public
[ City of Philadelphia, Phi a County
~My Corem ssion Expires Sept. 6. 2004
Exhibit B Aventura 1207
2