99-019 RESOLUTION NO. 99-19
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA APPROVING THE CHANGE OF
CONTROL OF THE TCI TKR OF SOUTH FLORIDA, INC
CABLE TELEVISION FRANCHISE FROM TCI TO AT&T
CORP.; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on February 1, 1999, the City of Aventura, Florida received
notification of the proposed change of control of the TCI TKR of South Florida, Inc.
("TCI-SF") cable television franchise from TCI to AT&T Corp.; and
WHEREAS, pursuant to Ordinance No. 97-20, as amended by Ordinance No. 98-
11, of the City of Aventura (the "Ordinance"), and the TCI-SF Franchise Agreement
granted pursuant to Ordinance No. 99-03 (the "Franchise"), no such change of control
may occur without prior approval of the City Commission; and
WHEREAS, pursuant to Section 6(D), Section 9 and Section 23 of the Cable
Television Ordinance and Section 29 of the TCI-SF Cable Television Franchise, any
change of control of the Franchisee or transfer of the franchise is prohibited without
prior authorization of the City; and
WHEREAS, the City shall act upon TCI's application on the condition that the City
Commission has passed and adopted the Ordinance granting to TCI a Franchise and
pursuant to TCI's express consent that the City waives no rights under federal, state
and local law and the Ordinance and the Franchise by scheduling consideration of the
change of control; and
WHEREAS, the City has required written acceptance from TCI-SF and AT&T
Corp. 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 A);
Resolution No. 99-19
Page 2
WHEREAS, in the event the proposed transaction between TCI and AT&T Corp.
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 February 1, 1999, this
Resolution, together with the affidavits of acceptance submitted by the proposed
transferor and transferee, shall be null and void.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF AVENTURA, THAT:
1. To the extent required, the City of Aventura hereby consents to the change of
control of the TCI-SF Cable Television Franchise from TCI to AT&T Corp.
2. That the consent granted herein does not constitute and should not be
construed to constitute a waiver or release of any obligations of TCI under cable
Ordinance No. 97-20 as amended by Ordinance No. 98-11 and the cable television
franchise.
3. 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 Franchise; and further, this consent shall not prejudice the City's rights
with respect to the enforcement, renewal or transfer of the current cable television
franchise and any amendments thereto.
4. That the consent herein granted is conditioned upon (a) TCI-SF's assurances set
forth in its affidavit submitted to the City on January 28, 1999 and attached hereto as
Exhibit A; (b) TCI-SF's submission to the City of cost recovery all costs incurred by the
Resolution No. 99-19
Page 3
City related to this transfer proceeding pursuant to Sections 9(I) and 10(F) of Cable
Television Ordinance 97-20 and all payments due under Section 16B of the Franchise.
5. That the consent herein granted is limited to the right to provide cable
services, and to the extent not otherwise prohibited by applicable law, TCI-SF shall be
required to obtain any lawful permission from the City, prior to its providing any other
services within the City.
6. That this Resolution shall have the force and effect of continuing the
agreement between TCI-SF and the City of Aventura, Florida, the Franchise Authority.
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
including, but not limited to, the right to consider violations of the franchise by TCI-SF;
(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 the current Cable Television Franchise 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 TCI-SF'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 franchise as
amended. TCI-SF, and to the extent required by the franchise or allowed pursuant to
applicable law its parent, affiliates and subsidiaries, shall be liable for any and all
violations of said law and agreement notwithstanding whether any such violation arose
Resolution No. 99-19
Page 4
prior to the effective date hereof. The City's approval of the transaction shall in no way
be deemed a representation by the City that TCI-SF 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 TCI-SF's compliance with all
other applicable legal requirements and the City does not waive and expressly reserves
the right to enforce full compliance with applicable Ordinance and Franchise
requirements, whether or not any noncompliance that may be determined arose before
or after the change of control of the TCI-SF franchise from TCI to AT&T Corp.
10. That this Resolution shall become effective upon the date of its adoption
herein.
The foregoing Resolution was offered by Commissioner Beskin
who moved its adoption. The motion was seconded by Commissioner
Berger , and upon being put to a vote, the vote was as follows:
Commissioner Arthur Berger ~,es
Commissioner Jay R. Beskin ,/es
Commissioner Ken Cohen ,,es
Commissioner Harry Holzberg
Commissioner Jeffrey M. Perlow ,/es
Commissioner Patricia Rogers-Libert yes
Mayor Arthur I. Snyder yes
PASSED AND ADOPTED this 6th day of Ap '~/~
AT,~/,~ ~,~ ~EST: AR-T~ R~"' I. SliDER! MAYOR
TERESA M. SMITH, CMC, CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY~
EXIfIBIq A
UNCONDITIONAL ACCEPTANCE
OF TERMS OF RESOLUTION NO. 99-
BEFORE ,ME, appeared the undersigned anthority wbo having been duly sw~m upon his oath
deposes and states t/mt:
1. Thc affiant iq the Executive Vice President, Govermnen! Relations of TCI
Communicat/ons, Inc., and is the person author[zexl to execu;c this document on behMf of the
TCrFKR ofSoutk Flor.;da,/.nc.
2. The affiant is submitting t/tis affidavit as a condition precedent to the change of
contxol of the TCITKR of South Florida, [nc. ("TCI-SF") cable television franchise from TCI to
AT&T.
3. Affiant attest~ that TC[-SF is a cu.neat fi"anckisee in the CiD, of Aventura, Florida and
that tile Franchisee shall comply w/th thc term~ of this acccpumce.
4. Franchisee and/or its successors in interest skall reimburse the City for all costs
incurred by thc City related to the transfer process pursuant to Sect/oas 9(I) and l0 (F) of Cable
T¢levistO'n OrdL-umce 97-20 a~ amended by Ordiuance ,~o 98-11. Receipt of payment by the City
of th. is obhgation shall be acknowledged upon receipt of paymenB ha the amount of Forty Tb. onsm~d
Dollars ($40,000.00) pursuant to Section ', 6(B) o£ the Franchise.
5. At thc request of the CiW, Franchisee shall demonstrate comDlia.uce w/~h the teclmical
obligatian.~ set fom5 in the Ordinance and Franchise or in the altemat/vc, s 'hall provide thc City with.
an acceptable Plan of Compliance.
6. Franchisee shall cooperate ;il any franci ~e fi'.e compliance uaqu/tT ia coialaectibn with
any i)ossibl¢ fraacM~e tee arrearal~es tha~ may have ~fiser~ or. tibet may a.6se through the exclusion
of certain, revenue streams.
7. In the event Franchisee offers cable Interact services Over its cable system in the City
o£ Aventura, it ~h.!i, taking into aocount technical feasibility, provide access to £t~ cable modern
platform to providers of Lnternet access and online services on comparable tern,s and conditions to
those terms and condifio= ou which access is provided by Franchisee in any other community.
Franehlsee shall comply vath all lawful reqtacements w/th respect to access to Franehise~"s cable
modem piafforra for prov;ders of Lqtcraet access and oMi. ne services,
Fr'aackisce shall comply with all other applicable legai requirements, including
carriage of broadcast digital and high delL"fition televifion signal.,', and mtercounectioa of the cable
system with potential competitors for purposes, among other things, of sharing cable PEG channels
as required by the FrancMse Agreement or applicable law.
9. To ~e extent not p,ohibited by applicable law, the Franchisee agrees that cable
Interact.services, including, but not IZmited to, ~ Home, Roadna:mer and Media F-xpress or similar
services, pro~.4ded by the Fra.':e,hisce, its parent, aff:i~iates or ~ubsidiades, over the cable systexa shall
be deemed "cable so.ices" as provided under Title VI of~e Cornmtmieations Act of 1.934, as
amended. Revenues received by Fraachi. see, and te thc ex-tent consistent wilh the Franchise
Agreement and not specifically prohibited by applicable law, ~ts parent, affiliates, or subsidiaries,
from such services provided over the Franchisee's cable system, including, but not limited to, cable
modem equipment, advertising a~d sales revenues, shall be included w~thin the defirfitio:: of g~oss
revm~ucs ibr thc purpose of the tfanch/se fcc calcu2at!m, to the maximum exten~ ~ui~.by ~e
F~c~e Agreement ~d covaistent
p~aph appli~ no more bm~y ~hn~, flae ~i~dng ~blc tele~sion ~c~sc ~ ~ect to o~er
~ble service.
[0. Fr~c~ ae~o~ge~ ~ &e Le~slanve Hi~ of ~e 1992 Cable Act
~nt~pi~ ~t ~e Ci~ ~y M~s ~y deficiead~ m sc~i~, ~cl~ non-~mpl~. ~ ~e
~le of~ly ~fer or change ofcon~oI of~e ~ise. ~e F~c~ ~e~ to e~e ~at it
~ r~pcmib~ for ~y ~d ~ non~ompfi~ ~der ~e c~t
or ~y lat~ be ~covcr~ to have e~ d~g ~e ~ of ~e ~ehi~e ~en 5prior to ~e clos~
of~e ~*fer of mn~ol.
1 I. F~c~ ~mn~fion~y a~ ~ t~ mhd con,flora n f R~oI~on No. 99-~.
12. ~ ~ibit A may be hgned in
FUR. TI-IER AFFIANT SAYETH NAUGHT.
AT&T COiLP. hereby a~.epts the term~ and
condiUo~s of ~is ~dav~ ~d R~olutioa No.
~d ~ to do ~e~g n~my to
e~me ~mpti~ce
FroI:TCl
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