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Home My Public Portal About2005 Approving the assignment and transfer from Adelphia to Comcast CorporationRESOLUTION NO 2005-37 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA APPROVING THE ASSIGNMENT AND TRANSFER OF CONTROL OF CABLE TELEVISION LICENSE FROM ADELPHIA COMMUNICATIONS CORPORATION TO TIME WARNER CABLE, INC , AND THEN TO COMCAST CORPORATION, OR THEIR RESPECTIVE SUBSIDIARIES, SUBJECT TO CERTAIN CONDITIONS, PROVIDING FOR CONFLICTS, PROVIDING FOR SAVINGS, PROVIDING FOR SEVERABILITY, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, Adelphia Communications Corporation through its subsidiary Key Biscayne Cablevision ("Adelphia"), currently owns, operates, and maintains a cable television system and provides cable service to the residents of the Village of Key Biscayne ("Village"), pursuant to a License Agreement entered on November 14, 2001, with the Village ("License"), and WHEREAS, Chapter 8AA, Article I of the Miami -Dade County Code ("County Cable Ordinance"), provides for the issuance and regulation of cable television licenses for, and the installation, construction and operation of, cable television systems within the Village, and WHEREAS, Adelphia is currently in Chapter 11 Bankruptcy proceedings, and WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005, between Adelphia and Time Warner NY Cable LLC ("TWNY"), the right to purchase Adelphia's cable systems will be assigned by TWNY to a wholly owned subsidiary of TWNY, Cable Holdco Exchange IV, LLC, which will purchase the cable systems and the Adelphia License (the "Adelphia Transaction"), and WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005, between Time Warner Cable, Inc ("Time Warner") and Comcast Corporation ("Comcast"), 100% of the equity securities m the indirect Comcast subsidianes of C -Native Exchange HA, LP and Cap Exchange I, LLC will be exchanged for 100% of the equity securities of Cable Holdco Exchange IV LLC whereby that entity will become a 100% indirect subsidiary of Comcast (the "Exchange Transaction"), and WHEREAS, Adelphia, Comcast and Time Warner submitted the Federal Communications Commission Form 394, Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television License ("Application") on June 14, 2005, seeking the Village's consent to the assignment and transfer of control of the License, as a result of the Adelphia Transaction and Exchange Transaction (collectively referred to herein as the "Transactions") in accordance with the requirements of the License and County Cable Ordinance, and WHEREAS, the Village has several concerns related to the License, cable services in the Village and the Transactions, including, but not limited to, (a) responsiveness to customer service issues, and (b) Comcast represented in the Application that it does not intend to make operational changes affecting cable services in the Village but reserved the right to do so, and WHEREAS, based on the representations of Adelphia, Time Warner, Comcast, and the recommendations of Village staff, the Village Council of the Village of Key Biscayne, Florida finds that it is in the best interests of the Village to approve the assignment of transfer of control of the License to Time Warner and then to Comcast subject to certain conditions, NOW THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS Section 1 The foregoing "Whereas" clauses are herby ratified and confirmed and being true and correct and are hereby made a specific part of this Resolution upon its adoption 2 103 041/Resolution/ KB Transfer of Adelphia Franchise to Comcast 10 6-05 Section 2. The Village Council of the Village of Key Biscayne, Florida hereby consents to the assignment and transfer of control of the License from Adelphia Communications Corporation and its subsidiary to a subsidiary of Time Warner Cable, Inc , and then to a subsidiary of Comcast Corporation, pursuant to the terms and conditions described herein The Village Council's consent is conditioned upon the closing of the Transactions in substantially the same form as the Transactions described in the Application no later than October 1, 2006, and the outcome of the federal Bankruptcy Court presiding over the Adelphia bankruptcy proceedmgs In the event that this condition is not met, the consent granted herein shall be voidable at the sole option of the Village The Village Council's consent is further conditioned expressly upon the following a Comcast shall use its best efforts to notify the Village of the closing the Transactions or Adelphia shall notify the Village in the event the Transactions does not close by October 1, 2006 b Commensurate with the closing of the Transactions, Comcast shall ensure that the Village Manager, or designee, has the names and complete contact information (including business and emergency telephone numbers, facsimile number, and email address) for appropnate persons with responsibility for the operational management of the cable system serving the Village c Operational Changes Upon the closing of the Transactions, Comcast shall comply with all notice requirements associated with service and operations changes set forth in the License and the County Cable Ordinance as it may be lawfully amended Prior to making major operational changes affecting cable services in the Village, including but not limited to, closing or significantly altering hours of operation of any 3 103 041 /Resolution/ KB Transfer of Adelphia Franchise to Comcast 10 6-05 business offices within the Village, closing any call centers servicing Village residents, changing procedures for installation and service, or closing or relocating headends serving the Village, Comcast shall provide the Village thirty (30) days prior written notice and shall respond to any concerns with respect to service as a result of such major operational changes d Performance Bond & Insurance Time Warner, Adelphia and Comcast agree that there shall be no gap in any such coverages or obligations as required by the License and the County Cable Ordinance as it may be lawfully amended Copies of the form of any such new Performance Bonds and proof of insurance shall be provided by Comcast to the Village in advance of the transfer and the new Performance Bonds and proof of insurance shall be provided within thirty (30) business days of the close of the Transactions e Comcast shall comply with all terms of the License, this Resolution, the Village Code, and the Miami -Dade County Code, as they may be lawfully amended f Within thirty (30) calendar days of the Village Council's approval of this Resolution, Adelphia, Comcast and Time Warner shall submit their written acceptances that they are in agreement with all the provisions of this Resolution Section 3 In the event Adelphia, Time Warner and Comcast fail to submit the required acceptance pursuant to Section 2(f) above, or Comcast fails to provide the required bonds and insurance required pursuant to Section 2(d), the Village's consent shall be voidable at the Village's option 4 103 041/Resolution/ KB Transfer of Adelphia Franchise to Comcast 10-6 05 Section 4 The Village may consider a violation of this Resolution as a violation of the License and may enforce the provisions of this Resolution pursuant to Section 8AA-69 of the County Cable Ordinance Section 5. The Village hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the License, the Cable System, or assets relating thereto, as collateral for a loan Section 6 All ordinances and resolutions or parts of ordinances and resolutions and all sections and parts of sections in conflict herewith shall be and hereby are repealed Section 7 All rates, fees, charges and financial obligations previously accrued by Adelphia or Comcast, or any of its predecessors, to the Village pursuant to any prior or current ordinances or resolutions shall continue and remain due and owing until paid, consistent with applicable state and federal law Section 8 If any clause, section, or part of this Resolution shall be held by any Court of competent jurisdiction to be unconstitutional or invalid, such unconstitutional or invalid part shall be considered as eliminated and in no way affecting the validity of the other provisions of this Resolution Section 9 This Resolution shall become effective immediately upon adoption PASSED AND ADOPTED this 11th day of October , 2005 4/0 ceti44, MAYOR ROBERT OLDAKOWSKI 5 103 041/Resolution/ KB Transfer of Adelphia Franchise to Comcast 10 6 05 AT 'Jaw - C • ` CHITA H ALVAREZ, CMC, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY 6 103 041/Resolution/ KB Transfer of Adelphia Franchise to Comcast 10 6-05 NOV-07-2005 MON 05 45 PM WEISS SEROTA HELFMAN PA FAX NO 9547647770 P 02/04 MITCHELL A PIERMAN NINA L BONISKE MITCHELL J BURN5TEIN JAMIE ALAN COLE STEPHEN J HELFMAN HARRIET R LEY/IS GILBERTO PASTORIZA GARY I RESNICK JOSEPH M SCROTA NANCY E STROUD SUSAN L TREVARTHEN RICHARD JAY WEISS DAVID M WOLPIN STEVEN W ZELKOWITZ THOMAS J AN5BRO LILLIAN MANGO DE LA HOZ• JAMES E $AKRA ELAINE M COHEN JORGE L CRUZ-BUSTILLO ViVIAN DE LAS CUEVAS DIAZ STEPHANIE DEUTSCH• WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, PA ATTORNEYS AT LAW VIA FACSIMILE OROWARD OFFICE 3107 STIRLING ROAD SUITE 300 FORT LAUDERDALE FLORIDA 33312 JAMIE ALAN COLE MANAGING SHAREHOLDER BROWARO OP!ICE TELEPHONE 964 763 4242 TELECOPIER 954 764 7770 WWW WSH LAW COM MIAMI DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE 305 664 0800 • TELECOPIER 305 864 2323 Ms Conchita H Alv arez, CMC Village Clerk Village of Key Bisca p ne 88 West McIntyre Street Key Biscayne, Floridl133149 or COUNSEL November 7, 2005 RE AccerLimice of Transfer Resolution Dear Conchita RAOUEL ELEJARARRIETA CHAD PRIEDMAN OLIVER 0 GILBERT III DOUGLAS R GONZALES TARA L GOULD GREGORY A HAILE JOHN J KENDRICK III PETER A LICHTMAN KAREN LIEBERMAN• MATTHEW H MANDEL MICHAEL J MARRERO ALEXANDER L PALEN=UELA MAORI MICHAEL S POPOK6 JOHN J QUICK ANTHONY L RECIO SCOTT A ROSIN GAIL 0 SEROYA• JEFFREY P SHEFFEL E5TRELLITA 5 SIBILA MICHAEL, L STONES JOSE S TALAvERA STEVEN E TAYLOR JAMES E WHITE inclosed pie he find a copy of Comcast Corporation's ( Comcast") acceptance that it is in agieemetli with all the provisions of the Village of Key Biscayne Resolution approving the assignment and transfer of control of the Cable Television License from Adelphta Commune awns Corporation to lime Warner Cable, Inc , and then to Comcast Please fomard a copy of the signed Resolution to our office at your earliest convenience If you have any questions, please do not hesitate to contact us Very truly you's, Scott Robin NOV-07-2005 MON 05 45 PM WEISS SEROTA HELFMAN PA FAX NO 9547647770 P 03/04 Conchita H Alvare?, CMC Village Clerk Village of Key Biscayne November 7, 2005 Page 2 SR jc 103 041 Ms Jacqueline R Menendez Village Manager, Village of Key Biscayne Mr Stephen I Helfinan, Village Attorney, Village of Key Biscayne Mr David M Wolpin, VlllagL Attorney, Village of Key Biscayne WEISS SEROTA HELFMAN PASTORTZA COLE & BONISKE, PA NOV-07-2005 MON 05 46 PM WEISS SEROTA HELFMAN PA FAX NO 9547647770 P 04/04 Comcast October 13, 2005 Gary Resnick, Esq Weiss Serota Hellman Pastoriza Cole & Boniske, P A 3107 Sterling Rocid Fort Lauderdale, I L 33312 RE Acceptance of the Transfer Resolution Dear Mr Resnick Comcast Cable Communications LLC 1500 Market Street Philadelphia PA 19102 2148 We are very pleat ed that the Key Biscayne Village Commission adopted a Resolution consenting to the Transactions described in our FCC Form 394 Application In accordance with the conditions of the Resolution, Comcast Cable Communications, I LC ("Comcast') on behalf of Cable Holdco Exchange IV LLC, which will be a wholly -owned subsidiary of Comcast Corporation at the close of the Transactions, provides its acceptance through this letter By acceptance of this Transfer Resolution, Comcast does not waive and specifically retains its right to challenge any local Ordinance, law, rule or regulation, including provisions of the Village Code or Miami -Dade County Code, if Comcast believes that the local requirement (i) is not a lawful exercise of the Village's or County's police powers, or (ii) is not in compliance with state or federal laws At your earliest convenience, please forward a copy of the signed Resolution to Klayton F Fennell of Comcast at 2501 SW 145th Avenue, Miramar, Florida 33027 If you have any questions, please do not hesitate to contact me Thank you Sincerely, _C---------__H- Sheila R Willard Senior Vice President, Government Affairs cc Kathy Hutton, Adelphia John Fogarty, Time Warner Klayton Fennell, Comcast Alison Jenkin, Comcast