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Home My Public Portal About2000_10_31_r218 Transferring Adelphia Franchise to CenturyThe Town of l .eesburg, lrglnla PRESENTED October 31, 2000 RESOLUTION NO. 2000-218 ADOPTED October 31, 2000 A RESOLUTION: AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FROM ADELPHIA COMMUNICATIONS CORPORATION TO CENTURY CABLE HOLDING, 1 J.C WHEREAS, Adelphia Communications Corporation ("Franchisee"), owns, operates, and maintains a cable television system ("System") in the Town of Leesburg, Virginia (the "Town" or "Franchising Authority") pursuant to ordinance 80-0-6 adopted April 9, 1980 establishing the Cable Television Regulations of the Town, the franchise agreement and ordinance authorized October 14, 1980, and Resolution 93-120, Approving Consent to Transfer the Cable Television Franchise to Benchmark Acquisition Fund I, L.P., adopted on June 22, 1993, and Resolution No. 99-288 Approving Consent to Transfer the Cable Television Franchise to Adelphia Communications Corporation adopted on September 14, 1999; and WHEREAS, the Town Council of Leesburg adopted the current cable television ordinance Chapter 5.lA, Cable Television Regulations ("Ordinance"), approved the current Franchise Agreement, adopted the current ordinance granting the new franchise to Adelphia Communications Corporation ("Franchise"), and approved the Memorandum of Understanding all on October 31, 2000; and WHEREAS, Franchisee, as the current authorized holder of the Franchise, has advised the Franchising Authority that it has entered into an agreement to transfer the Franchise, including all right, interest and obligations of the Franchisee under the Franchise subject to, -2- A RESOLUTION AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FROM ADELPHIA COMMUNICATIONS CORPORATION TO CENTURY CABLE HOLDING, LLC among other considerations, any required approval of the Franchising Authority with respect thereto; and WHEREAS, the Franchise requires that prior to such transfer, the Town must grant its prior written consent thereto; and WHEREAS, Adelphia Communications Corporation and Century Cable Holding, I~I.C submitted a written Application (the "Application") on May 25, 2000, requesting consent by the Town to the transfer of the Franchise from Adelphia Communications Corporation to Century Cable Holding, LLC d/b/a Adelphia and paid the required application fee; and WHEREAS, the Town incurred expenses by virtue of the transfer of the Franchise from Adelphia Communications Corporation to Century Cable Holding, LLC; and WHEREAS, the Town has determined that it is appropriate to grant its consent to the transfer of the Franchise pursuant to the transaction described in the Application, and to ensure the Town's rights will be adequately protected. THEREFORE, RESOLVED by the Town Council of the Town of Leesburg, Virginia: SECTION I. The Town hereby consents to the transfer of the Franchise from Adelphia Communications Corporation to Century Cable Holding, LLC pursuant to the conditions described in the Application, that such consent to transfer is granted subject to the following conditions all of which have been agreed to by Adelphia Communications Corporation and Century Cable Holding, LLC: (a) That Century Cable Holding, I.I.C assumes all obligations and liabilities of the Franchisee under the Franchise Agreement, this Transfer Resolution, the Cable Television Ordinance of the Town, prior Transfer Resolutions, the Memorandum of Understanding, any -3- A RESOLUTION AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FROM ADELPHIA COMMUNICATIONS CORPORATION TO CENTURY CABLE HOLDING, LLC covenant, condition and agreement, including, without limitation, all obligations, if any, of the Franchisee as are currently required to have been performed but have not been performed. (b) That the transfer described in paragraph (a) of this Section shall not release Adelphia Communications Corporation from any obligations or liabilities under the Franchise Agreement and Cable Ordinance arising prior to the consummation of the transaction. (c) That the transfer approval shall not in any way waive, diminish or otherwise affect adversely any right that the Town has, may have, or may at any time or in any manner subsequently acquire, with respect to any matter, including, without limitation: the right of the Town to require compliance with the terms of the Franchise and to conduct any franchise fee audit or review and order payment of unpaid franchise fees; and the right of the Town to review Adelphia Communications Corporation's past compliance with the Franchise. (d) Further, this consent shall not in any way waive, diminish or otherwise affect adversely any right the Town would have had with respect to any matter including, without limitation: any renewal of the Franchise; the Town's right to consider pre-transfer breaches in any renewal; and any right of the Town to compensation or other remedies in respect to alleged prior breaches of the Franchise or any other prior commitment made regarding the performance under the Franchise, had the transfer or the Town's consent to the transfer of the Franchise pursuant to the Application never occurred. All such rights referenced in this paragraph are expressly reserved by the Town. (e) Further, this consent shall not in any way waive, diminish or otherwise affect adversely any right the Town would have had with respect to past and current regulation of rates -4- A RESOLUTION AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FROM ADELPHIA COMMUNICATIONS CORPORATION TO CENTURY CABLE HOLDING, LLC and any fights of subscribers had the transfer or the Town's consent to the transfer of the Franchise pursuant to the Application never occurred. (f) That Century Cable Holding, lJJC maintain a customer service center within the corporate limits of the Town of Leesburg. (g) That Century Cable Holding, lJ~C agrees to reimburse the Town for costs involved in reviewing and approving the transfer up to a limit of $7,500.00, no later than thirty (30) days after the receipt of a bill from the Town. (h) That Century Cable Holding, l J.C and Adelphia Communications Corporation agree that Century Cable Holding, LLC's and Adelphia Communications Corporation's cost of compliance with this Transfer Resolution and the conditions to the Town's consent shall not constitute or be an offset to franchise fees or be passed on, directly or indirectly, to subscribers or otherwise affect subscriber rates. (i) That Century Cable Holding, IJ~C and Adelphia Communications Corporation shall transfer the Franchise as specified in the Application, within six (6) months of the adoption of this Resolution. (j) That Adelphia Communications Corporation guarantees all obligations and liabilities of Century Cable Holding, lJ.C, in its capacity as the Franchise holder, including but not limited to, all terms and conditions of the agreed upon franchise renewal. The guaranty shall be in a form acceptable to the Town Attorney. SECTION II. In the event of any breach of any of the terms or conditions of this Transfer Resolution or any persistent failure to comply with any term or condition of this Transfer Resolution, which breach or persistent failure shall continue for more than thirty (30) days after -5- A RESOLUTION AUTHORIZING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FROM ADELPHIA COMMUNICATIONS CORPORATION TO CENTURY CABLE HOLDING, LLC written notice from the Town, then: (a) the Town may declare that this Transfer Resolution shall be null and void, and the consent granted herein shall be deemed to have been denied; and (b) such breach or failure shall constitute a substantial breach of the Franchise and the 30-day cure period described above shall satisfy the cure period and shall entitle the Town to all rights and remedies under the Franchise for such a breach and under applicable law. SECTION m. The Town Manager is directed to inform Century Cable Holding, LLC and Adelphia Communications Corporation of the adoption of this Resolution in writing by furnishing them with executed copies of this Resolution authorizing the transfer of the cable television Franchise for the Town of Leesburg from Century to Adelphia. SECTION IV. Century Cable Holding, LLC shall file with the Town Manager any time after the adoption of this Resolution, but in no event later than within thirty (30) days after consummation of the sale, transfer or assignment, an unconditional acceptance of the terms of this Resolution, substantially in the form of the attached. SECTION V. The transfer of the Franchise to Century Cable Holding, LLC will become effective upon the filing of the acceptance referenced above and the approval as to legal form of the acceptance by the Town Attorney. PASSED this 31st day of October ,2000. Mayor Town of Leesburg ATTEST: tZlerk of Council R transfer cable tv ACCEPTANCE Century Cable Holding, LLC cl/b/a Adelphia and Adelphia Communications Corporation, this __ day of ,2000, hereby accepts the terms of Resolution No. __ adopted on ,2000, by the Mayor and Town Council of the Town of Leesburg, and agrees to be subject to the terms and conditions contained therein and all documents referenced in said Resolution which Resolution is attached hereto. The Town of Leesburg is hereby notified that the ownership of the Leesburg cable television system, including all rights under the Cable Television Franchise Agreement, was transferred from Adelphia Cable Communications to Century Cable Holding, IJ~C. Century Cable Holding, 1J~C Adelphia Communications Corporation By: By: (signature) (signature) (print name) Title: Title: (print name) SUBSCRIBED AND SWORN TO BEFORE ME THIS BY AS CORPORATION. DAY OF ,2000, OF ADELPHIA COMMUNICATIONS Notary Public (SEAL) MY COMMISSION EXPIRES: