99-045 RESOLUTION NO. 99-45
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, APPROVING THE
TRANSFER OF THE CABLEVISlON COMMUNICATIONS
CABLE TELEVISION FRANCHISE FROM INTERLINK
COMMUNICATIONS PARTNERS, LLLP ("ICP") TO
CHARTER COMMUNICATIONS OPERATING, LLC
("CHARTER"); AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on July 7, 1999, the City of Aventura received a completed FCC 394
and application for City consent to the proposed transfer of control of the Cablevision
cable television franchise from ICP to Charter; and
WHEREAS, pursuant to Ordinance Nos. 97-20 and 98-11 of the City of Aventura
and the Franchise Agreement, no such change of control may occur without prior
approval of the City Commission; and
WHEREAS, the City has required that the applicant fulfill the obligations of
Section 9 of the Cable Television Ordinance and Section 30 of the Cable Television
Franchise and provide information on the proposed transaction including details on the
legal, financial, technical and other qualifications of the transferee and on the potential
impact of the transfer on subscriber rates and service; and
WHEREAS, under FCC Rules, 47 CFR Section 76.502, the City of Aventura has
120 days from the date of submission of a completed FCC Form 394, together with all
Exhibits, and any additional information required by the franchise agreement or
applicable state or local law, to act upon an application to sell, assign, or otherwise
transfer controlling ownership of a cable system; and
Resolution No. 99-45
Page 2
WHEREAS, the City has required written acceptance from Charter of the terms
and conditions of this Resolution by affidavit as a condition precedent to the Adoption
of this Resolution (affidavit attached hereto as Exhibits A); and
WHEREAS, in the event the proposed transaction between ICP and Charter is
not consummated within sixty (60) days of the date hereof 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 FCC Form 394 and exhibits thereto,
this Resolution, together with the affidavit of acceptance submitted by the proposed
transferee, shall be null and void.
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
assignment and transfer of the City of Aventura Cablevision Cable Television
Franchise from ICP to Charter.
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 the Franchisee
under the Cable Television Ordinance and the Cable Television Franchise Agreement.
Section 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 the Ordinance or 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.
Resolution No. 99-45
Page 3
Section 4. That the consent heroin granted is conditioned upon (a) Charter's
assurances set forth in its affidavit submitted to the City on July ,1999 and attached
hereto as Exhibit A; and (b) Charter's submission to the City of cost recovery for all
costs incurred by the City directly or indirectly related to the transfer process including,
but not limited to, consulting fees and legal fees pursuant to Section 10(F) of Ordinance
No. 97-20 no later than thirty (30) days after the effective date of this Resolution.
Section $. That the consent herein granted is limited to the right to provide
cable service, as set forth in the Franchise Agreement.
Section 6. That this Resolution shall have the force and effect of continuing
the agreement between the Franchisee and the City of Aventura, the Franchise
Authority.
Section 7. That the City hereby reserves all of its rights pursuant to Federal
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 the
current franchisee; (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 or control of the cable system; and (c) the enforcement of the current Cable
Television Ordinance Nos. 97-20 and 98-11 and amendments thereto of the City as
amended and the current cable television franchise as amended.
Section 8. That the consent herein granted expressly does not waive and
expressly reserves to the City of Aventura its rights to fully exercise all applicable legal
rights and authority against ICP and Charter and its affiliates, parent or subsidiaries in
Resolution No. 99~45
Page 4
connection with any use of the City of Aventura's rights of way not authorized by the
City including, but not limited to levying fines or instituting litigation for trespass and
ejectment.
Section 9. That the consent herein granted is an express non-waiver and
reservation of the City's rights and authority against Charter for any material franchise
violations that may exist including, but not limited to those in connection with any
unauthorized use of Charter's facilities or facilities by any entity in any way affiliated
with a company in which Charter, its affiliates, parent or subsidiary has an interest;.
Section 10. That the consent granted herein is subject to the transferor's and
transferee'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 non-compliance that may be
determined arose before or after the transfer of control from ICP to Charter.
Section 11. 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 Vice Mayor Patricia Rogers-Libert, and upon
being put to a vote, the vote was as follows:
Commissioner Arthur Berger yes
Commissioner Jay R. Beskin yes
Commissioner Ken Cohen yes
Commissioner Harry Holzberg yes
Commissioner Jeffrey M. Perlow yes
Vice Mayor Patricia Rogers-Libert yes
Mayor Arthur I. Snyder yes
Resolution No. 99-4_.5
Page 5
PASSED AND ADOPTED THIS 3rd DAY OF AUGUST, 1999.
(J~I~T~IUR I. SNV~)ER, ~IA~(OR
ATTEST:
TERESA M. SOROKA,.CMC/AAE, CITY CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
CITY ATTORNEY
~t05 5i0 94z? LEiBO~iIZ ASSOCiAI~S 07/li/99 15:38 ~.007/0i0
EXHIBIT A
UNCONDITIONAL ACCEPTANCE
OF FRANCHISE BY TRANSFEREE
BEFORE ME, appeared the undersigned authority who being duly sworn upon his oath
deposes and states that:
1. The Affiant is fl'~e , and
is the person authorized m execute this document on behalf Cb.m~.er Communications Operating,
LLC.
2. The Affiant is submitting this affidavit as a condition precedent to the transfer of the
City of Avenntm, Florida Cablevision Communications Cable Television Franchise from Interlink
Communications Partners, LLLP ("ICP") to Chaxter Communications Operating, LLC 0'Clmrter").
3. The affiant is submitting tlais Affidavit as an unconr~.tional acceptanoe by Affiant of
fire City of Avuntura's Cable Television Ordinance Nos. 97-20 ~uad 98-1 I, and the amendments
thereto and the current Cablevision Cable Ielevision Franchise ami amendments thereto.
4. Affiant shall comply with and abide by all terms, provisions and oond[tions of the
Cable Television Ordinance of the City and amendments thereto and the current Cablevision Cable
Television Franchise and amendments thereto, subject to applicable law.
5. Affiant shall assume performance &all of fire current Franchisee's obligations and
liabilities under the Ordin,~nce, Imown and unknown, and under the current cable television franchise
and amendments thereto, known and unknown.
6. Affiant hereby expressly agrees to make readily awdlable to the City all books and
records necessary to perform a financial audit to auditors in Dade County, Florida and shall
cooperate in any franchise fee compliance inquiry in connection with any possible franchise fee
arrearages that may have arisen or that may arise through the exclusion of certain revenue streams.
7. Franchisee currently offers cable modem/Internet services over its cable system as a
cable service in the City of Aventura. It shall, taking into account technical feasibility, provide
access to its cable modem platform to affiliated and non-affiliated providers of Intemet access and
online services on terms and conditions at least as favorable as those terms and conditions on which
access is provided by Franchisee or its affiliate, parent or subsidiary in any other community where
Franchisee or its affiliate, parent or subsidiary provides non-discriminatory access to its cable
modem platform. Franchisee shall comply with all lawful requirements with respect to access to
Franchisee's cable modem platform for providers of Interact access and online services.
8. Franchisee 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 any and all systems in the City including, but not limited to, potential competitors for
purposes, among other things, of sharing cable PEG channels as required by the Franchise
Agreement or applicable law.
9. To the extent not prohibited by applicable law, the franchisee agrees that cable
Intemet services, including, but not limited to, Cablevision Communications, Charter
Communications, Pointe, ~ Home, Roadrunner and Media Express or similar services, provided by
the Franchisee, its parent, affiliates or subsidiaries, over the cable system shall be deemed "cable
services" as provided under Title VI of the Communications Act of 1934, as amended. Revenues
received by Franchisee, and to the extent consistent with the Franchise Agreement and not
speei6cally prohibited by applicable Law, its parent, aff'diate~, or subsidiaries, from such services
provided over the Franchiscc's cable sy.~tcm, including, b~ not li~dtcd to, cable modern equipmenq
advertising and sales revenues, shall be included within the de£Lnition of gross revenues for the
purpose ofth~ firanchlse fee calculation to the r~ximum c~tcnt required by thc Franchise Agreement
and consistent with applicable law. It/s the intent of thc parties th~,t this paragraph applies no more
broadly than the existing cable television ~ranchisc with respect m other cable services.
10. The l~ranchisee agrees tha~ the City does not waive any zight to compliance with the
]Franchise by Franchisee and Franchisee hereby assumes responsibility for any and all non-
compliance under thc current fi-anchise that may now exist or may 'later be discovered to have existed
dt~n~ the term of the ~ranchise even i~ prior to the closing of the transfer o£ control.
1 I. Franchisee agrees that £rom its initial date of l:n~jviding thc service in Aventura
(February 1, 1999) for apcriod of twenty-four (24) month~ ending on February I, 2001, Franchisee
will offer its ¢~dsting high speed cable modem services or a comparable set'vice at a rate that is no
mom than the lower of(i) $39.95 per month or (ii) the lowest price per month for which such ssme
or similar ~ervice is offered by the Franchisee, its parent, a.ffiliate or subsid/zz'y ~n any other cable
system in South Florida, subject only to exceptions for temporal, l~romofional offers in other cable
systems.
12. Franchisee un~ouditioually a~ccpts ail terms and conditions of Kesolul'io~.'No.
13. This Exhibit A may be sigued in cotmterparts.
FURTHER AFFIANT SAYETH NAUGHT.
CHARTER COMMUNICATIONS OPERATING, LLC
hereby accepts the terms and conditions of tiffs affidavit and
Resolution No. q'q-~ and agr~s to do evemyflRng
necessary to ensure complb'mce therewith
BY: ViLe ~;esident - Government Relati~
STATE OF ~l~ i~'C6(.~{
)
countY
BEFORE ME, the undersigned authority, personally apv*ared [~'~ (~ £'~a~ q( 5~ nrc c~~>Cwh°
is known to me personally (or provided proof of id~ntifieatlon) and upon b,lng first duly sworn
acknowledged that he/she executed thc foregoing document fi'cely and voluntarily and for the purl>os* therein
expressed.
WITNESS my hand and official seal in the Cotmty and State last aforesaid this ~c[ ti:lay of
[1~ cOs~I~Iss'O~ l~Fs~c' N°v'°t~ I ~2°m I NOTARY PUBLIC '3
My Commission ~;/Pff/~;'~'gl