HomeMy WebLinkAboutReso 2004-645
RESOLUTION NO. 2004..~!./5
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, CONSENTING TO THE
ASSIGNMENT OF THE CATV FRANCHISE FROM INTERLINK
COMMUNICATIONS PARTNERS, LLC (D/B/A CHARTER
COMMUNICATIONS) TO ATLANTIC BROADBAND (MIAMI),
LLC ("ATLANTIC BROADBAND"); APPROVING ACCEPTANCE
AGREEMENT ATTACHED HERETO AS EXHIBIT "A",
SETTLEMENT AGREEMENT ATTACHED HERETO AS EXHIBIT
"B" ; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Interlink Communications Partners, LLC, doing business as Charter
Communications ("Charter"), currently holds a franchise to provide cable television services in
the City of Sunny Isles Beach (the "City") pursuant to a cable franchise from the City effective as
of April 22, 1999 (the "Franchise");
WHEREAS, pursuant to the Franchise, Charter provides cable service to subscribers in
the City over a cable television system (the "Cable System");
WHEREAS, Charter, Atlantic Broadband (Miami), LLC ("Atlantic Broadband"), and
certain affiliates have entered into an asset purchase agreement, dated September 3, 2003,
relating to the proposed purchase and transfer of certain cable systems, including the Cable
System, from Charter to Atlantic Broadband (the "Transfer");
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section I. Approval. The City Commission hereby consents to and approves the
transfer of control of the Cable System and the Franchise. Following the proposed Transfer,
Atlantic Broadband shall own, operate and control the Cable System subject to the terms and
conditions of the Franchise, the City Charter, City Ordinance No. 99-66, other applicable laws,
ordinances and regulations, and this Resolution. Charter and Atlantic Broadband submitted an
application for the City's consent to the Transfer on FCC Form 394 and provided certain
supplemental information with respect to the parties, the Cable System, and the proposed
Transfer. The City is relying upon the information and documents submitted by Charter and
Atlantic Broadband in acting upon the application for consent to the Transfer. The City intends
to consent to the Transfer subject to the terms and conditions set forth herein, in the Acceptance
Agreement among the City, Charter, and Atlantic Broadband, attached as Exhibit A, and in the
Agreement among the City, Charter, and Atlantic Broadband, attached as Exhibit B, upon
execution of the Acceptance Agreement and the Agreement by Charter and Atlantic Broadband.
Section 2. Execution of Agreements. The City of Sunny Isles Beach, Florida does
hereby consent to the Transfer and the assignment of the Franchise from Charter to Atlantic
Broadband in the manner proposed, subject to the Acceptance Agreement, attached to this
Resolution as Exhibit A, and the Agreement, attached to this Resolution as Exhibit B, upon
Atlantic Broadband Cable Transfer
1/16/04
execution by Charter and Atlantic Broadband of such Acceptance Agreement in the form
attached hereto as Exhibit A and such Agreement in the form attached hereto as Exhibit B.
Section 3. Authority of the Manager. The City Manager is hereby authorized to
execute the Acceptance Agreement, the Agreement, and any other agreements or other
documents reasonably necessary or appropriate to implement this Resolution, provided such
have been approved as to form and legal sufficiency by the City Attorney.
Section 4. Franchise Obligations. Upon consummation of the Transfer, Atlantic
Broadband shall assume all obligations and liabilities under the Franchise, and the City's grant of
its approval of the Transfer shall in no way limit or diminish the City's right to enforce such
obligations and liabilities after the Transfer, or limit or diminish any right the City had to enforce
such obligations and liabilities before the Transfer.
Section 5. Revocation of Consent. The City's consent to the Transfer pursuant to this
Resolution shall be deemed null and void, and the City shall hereby be deemed to have denied
consent to the Transfer, in the event within 120 days from the date of this Resolution: (a)
Charter and Atlantic Broadband fail to execute the Acceptance Agreement or the Agreement; (b)
the Transfer does not close for any reason; or (c) the Transfer closes on terms substantially and
materially different from the terms described in the FCC Form 394, Transfer application, and
subsequent information provided to the City regarding the Transfer.
Section 6.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 25th day of February, 2004.
(: :-..(!/ C'"
" ; J" ,/ \ "> .' '; <>"
( . A'rT~~T. ,I' ','
'..;' ,:~.:~\; f ".:,::" .~~
f \ '.
.
,Jane:;\., H~nes; Ct1y/Clerk
". '''.~; \ ,(~ - - ".1
1
.. ,: ~'t ,.
,r-f' ..",~
. ~
.
Atlantic Broadband Cable Transfer
1116/04
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
VOTE: s-o
Mayor Norman Edelcup
Vice Mayor Goodman
Commissioner Brezin
Commissioner Iglesias
Commissioner Thaler
Atlantic Broadband Cable Transfer Ordinance
1/16/04
Moved by: V I c.e.. ~()V c;6{)~W\~
Second by: C.o~\~\\)f..)~ ~.f~2vrJ
yes V no
yes V no
yes V no
yes V' no
yes t/' no
j
CITY OF SUNNY ISLES BEACH, FLORIDA
ACCEPTANCE OF TERMS AND CONDITIONS TO ASSIGNMENT
OF A CABLE TELEVISION FRANCHISE
("ACCEPTANCE AGREEMENT")
Interlink Communications Partners, LLC d/b/a Charter Communications ("Charter") is
the franchisee under a Cable Franchise Agreement ("Franchise") dated as of April 22, 1999 with
the City of Sunny Isles Beach, Florida (the "City"). Pursuant to Section 21 of City Ordinance
No. 99-66 ("Ordinance"), Atlantic Broadband (Miami), LLC ("Atlantic Broadband"), Charter,
and the City agree to the following for the purpose of the City consenting to the assignment of
the Franchise and Charter's cable system in the City from Charter to Atlantic Broadband.
I. Franchise Binding. Charter and Atlantic Broadband acknowledge and accept that (a) the
transactions ("Transactions") described in an Asset Purchase Agreement dated
September 3, 2003 pursuant to which the Franchise and cable system in the City will be
assigned from Charter to Atlantic Broadband on or before June 30, 2004 (the
"Assignment") shall not affect the binding nature of the Franchise, and the obligations
and commitments provided for therein shall bind Atlantic Broadband with the same
force and effect as if the Franchise had originally been executed by Atlantic Broadband,
and (b) that the consent of the City to the Assignment does not constitute a waiver or
release of any rights or powers of the City.
2. Acceptance. City, Charter, and Atlantic Broadband accept and agree to be bound by and
fully perform their respective obligations under the terms and conditions of this
Acceptance Agreement.
3. Reliance. Charter and Atlantic Broadband acknowledge that the City has consented to
the Assignment in reliance upon the truth and accuracy of the written representations,
documents, and information provided by them to the City, all of which are incorporated
herein by reference.
4. Prior Defaults. Atlantic Broadband agrees that it shall not contend directly or indirectly
that any rights the City may have had prior to the Assignment to challenge any default or
failure of Charter to comply with the Franchise, Ordinance, or other matters set forth in
47 D.S.C. ~ 546(c)(l)(A) (Communications Act of 1934, Section 626(c)(l)(A))
(collectively "Defaults") prior to the Assignment are waived as a result of the transfer,
including but not limited to the following (none of the parties is presently aware of any
such Defaults):
a. The ability of the City to obtain redress for prior Defaults, such as
recovery of any underpayment of franchises fees or obtain refunds for the
period prior to the Assignment.
Exhibit "A"
SIB
b. The ability of the City to enforce in the future any Franchise or Ordinance
term which may not have been enforced in the past.
c. The ability of the City to consider Defaults occurring prior to the
Assignment to Atlantic Broadband in connection with any renewal or non-
renewal of the Franchise.
5. Effect of Transfer. Neither the Transactions nor the Assignment affects the obligation of
Atlantic Broadband as franchisee to abide by the terms and conditions of the Franchise;
to comply with the terms of applicable Federal and State laws or local ordinances and
related regulations; or to effect changes required by such Franchise, laws, ordinances,
and regulations as promptly as practicable, in the operation of the cable system in the
City, if any change is necessary to cure any violation thereof or default thereunder
presently in effect or ongoing. None of the parties is presently aware of any such
violation or default.
6. Effect on Rates. Atlantic Broadband and Charter anticipate that this Assignment shall
not result in any increases in the amounts paid by subscribers.
7. Stability of Rates. Atlantic Broadband voluntarily agrees that should it be necessary to
increase the rates paid by subscribers within one (1) year from the effective date of this
Acceptance Agreement, it shall notify the City in writing at least thirty (30) days prior to
any such rate increase becoming effective.
8. Customer Service. Atlantic Broadband agrees that it shall continue to provide, at
minimum, the same quality and level of customer service that are currently being
provided in the City of Sunny Isles Beach. Atlantic Broadband agrees to provide the
City with at least thirty (30) days advance written notice of any material reduction in the
hours of operation or staffing levels of customer service offices below current levels.
9. Other Matters.
a. Time Limit. This Acceptance Agreement and the City's consent to the
Assignment of the Franchise shall become immediately effective upon
adoption and full execution of this Acceptance Agreement, and shall
become null and void if the Transaction closing is not completed on or
before June 30, 2004.
b. Conflict. In the event of any conflict between the terms of this
Acceptance Agreement and the Franchise, this Acceptance Agreement
shall prevail.
c. Cost Reimbursement. Atlantic Broadband and Charter shall cause the
City to be reimbursed for its reasonable and documented costs and
attorneys' fees incurred in connection with the Assignment pursuant to
Section 8(t) of the Cable Franchise Ordinance. Reimbursement under this
2
SIB
provision shall not be considered a payment of franchise fees and shall not
be passed through to subscribers, in accordance with Ordinance Section
8(f).
d. Governing Law. This Acceptance Agreement shall be construed pursuant
to the laws of the State of Florida and the United States of America.
e. Authorized Signatures. The signatories below are duly authorized
representatives of the parties for whom they sign.
The undersigned parties agree to the terms and conditions of this Acceptance Agreement as of
the 25th day of February, 2004.
,A~ r" I '.'7 ~'
Date: ,'V\.jj;V Y\ I i A _
ATLANTIC BROADBAND (MIAMI), LLC
eDit j I4c
, t I
ca)
By:
Its
INTERLINK COMMUNICATIONS
PARTNERS, LLC D/B/A CHARTER
COMMUNICATIONS
Date:
'>/Z'::-/OL/
I I
...--,
BY:>:U;h- )ft/ t./&~
,
Its tit L~ ;1 e ~'. .cIc-.-A-
CITY OF SUNNY ISLES BEACH, FLORIDA
Date: 2-/2 => io 4
t I
SIB
3
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is made as of February 25, 2004, by and among
INTERLINK COMMUNICATIONS PARTNERS, LLC d/b/a CHARTER
COMMUNICATIONS ("Charter"), ATLANTIC BROADBAND (MIAMI), LLC ("Atlantic
Broadband"), and the CITY OF SUNNY ISLES BEACH, FLORIDA (the "City").
WHEREAS, the City and Charter are parties to a Cable Television Franchise
Agreement, dated as of April 22, 1999 ("Franchise Agreement") and the City a cable
television franchise to Charter pursuant to Cable Television Franchise Ordinance, No. 99-66
("Ordinance") (collectively the "Franchise");
.
WHEREAS, Charter has entered into an Asset Purchase Agreement with Atlantic
Broadband Finance, LLC whereby the Franchise will be assigned to Atlantic Broadband (the
"Transaction It);
WHEREAS, the Franchise requires the franchisee to obtain the City's prior written
consent to a change in ownership or transfer of control of the Franchise and provides for the
City to be reimbursed for its reasonable and justifiable out-of-pocket costs in connection
therewith;
WHEREAS, the City contends and both Charter and Atlantic Broadband dispute that
the Franchise requires the franchisee to provide, at the request of the City, such equipment,
facilities and technical support as the City Commission may determine is useful for the
production and cable casting of programming on the public, educational, and government
("PEG") access channels;
WHEREAS, the City has generated a list of new equipment it needs in connection
with producing and cable casting programming on one or more of the PEG access channels,
which is set forth on the attached Exhibit A (the "Equipment"); and
WHEREAS, the City, Charter and Atlantic Broadband are entering into this
Settlement Agreement to satisfy certain PEG production equipment or funding obligations
under the Franchise.
NOW, THEREFORE, THE PARTIES HEREBY AGREE:
1. In accordance with Section 14(d) of the Ordinance and Sections 16(A)(5) and
16(B)(I) of the Franchise Agreement, Charter and/or Atlantic Broadband shall provide the
City up to $56,000 to satisfy the obligation to reimburse transfer-related legal expenses
pursuant to Section 8(f) of the Franchise' and to provide PEG production equipment and
support pursuant to the Franchise. This settlement amount shall include an in-kind grant
consisting of the new Equipment set forth in the attached Exhibit A, or new equipment of a
different type or model that is of equivalent or higher performance and quality to the
Equipment, with a total retail value of up to Forty One Thousand Dollars ($41,000). In the
Exhibit "B"
SIB
event of an in-kind grant of equipment, to the extent possible and permitted under law, the
City shall allow Charter and/or Atlantic Broadband to utilize the City's tax-exempt status to
purchase the new Equipment on the City's behalf without sales tax. In the alternative, if the
City uses its tax exempt status to purchase the new Equipment, then Charter and/or Atlantic
Broadband agrees to reimburse the City within thirty (30) days.
2. The cash portion of the settlement amount will be paid by' the franchisee
within thirty (30) days of the Effective Date of the Resolution consenting to the Transaction.
The equipment shall be provided within sixty (60) days of a written request for same by City.
3. Charter and/or Atlantic Broadband shall provide the necessary pre-wiring,
materials, and labor at a cost to them not to exceed Seventeen Thousand Dollars ($17,500) to
instalfthe Equipment within thirty days (30) after purchase at the location(s) identified by the
City.
4. The City's acceptance of this payment and equipment acknowledges the City's
agreement that the franchisee has fulfilled its obligations to provide PEG production
equipment and funding pursuant to the Franchise. Notwithstanding any provision in this
Agreement, the City reserves all rights that it may have under the Franchise.
5. In accordance with Section 14(h) of the Ordinance and applicable law, the
capital facilities grant set forth in Section I of this Agreement may be passed through to
cable subscribers to the City as a franchise-related cost. The City, Charter, and Atlantic
Broadband agree that those funds or in-kind contributions provided pursuant to this
Agreement shall not constitute a franchise fee.
6. This Agreement shall be effective upon execution by all of the parties thereto
and is subject to the City's adoption of the Resolution consenting to the Transaction by
February 27,2004.
OF SUNNY ISLES BEACH,
SIB
ATLANTIC BROAfJJAND
BY: ~Ift I'-
L~
(MIAMI), LLC
ITS:
DATE: ~ - / ')- 0 '-I
.
INTERLINK COMMUNICATIONS
PARTNERS, LLC db/a CHARTER
COMMUNICATIONS
BY: /~~~Lt~
958277 _3.DOC
ITS:~6e'Mc slde.;t-
DATE: 3/25/ of
I I
SIB
~ 12:44p RevCBielb~@Yahoo.com 11~~~a,~~r
~-t2-04 THU 08:43 AM
0,,1 .L!.JI "Utl", J.O....,:I -'CJ-'.c.VJ4."'"
12'500_ +
0- *
0- *
."."1",,, D, ',1,,0,,' -."
'IDEO
_11I_.
.,............ ....
70 D(;~,yA '1~
F?" 11.3 P-l/ 0
..:3 ;!) a.. '5 f? :.
0- *
-(\~
25,445_ +
8'471_ +
3'690_ +
2"25- +
8'250- +
" _ 3'300- +
lJJ()<:4.ooo
....,...
4705 SW 75th Ave, Miami, FL 3)155
305269-1700 fax 305269-1766 8V5olutions@ade1phia.ne'
5..:'281- *
. .
Date:
0- *
Client:Clty of Sunny bias
," ,! :.::': ~..Jf; -,' .;
.,.' Ii
We n.~by submit ~t;lr.catlons ond estimate tor:
Job Description:
,._____
'Qt Product reach Extended
.,
'.' ,
i~ . ,
1- SONVPLPX35 XGA 50Cl0:l LCO Projector 3500 Ansi 4191,00 8388.00
Lume05
Z OAABARCNETHW100100" Electric Video S~reen 1395.00 2790.00 -
-
2 SONPSS610 Proic"or Ceilina Mount 299.00 598.00 I
3 HfTPTSO LIGht Duty Pan/Tilt Platform. . 2495.00 '485.0~t-= ~
1 HlTPTC50 Controller for PT50 Head for Cameras 2295.00 2295.00
3 HlT17TCC950 Cemera contrOl Board . ' .. ,. ,I 4G~.()a 1407.00
HITPTPSt 24 \fOe 2.5 AmD Power- Sunolv --
3 t89.00 567 00
3 HlTP'lWMS Small Indoor wall Mount -,- 109.00 327.00 J
3 HITHDV30 173", Color 3CCO Camera l799.00 8397.00
3 fUlT16K55DARllll'1" 16 X Zoom Lens 5.5 To 88MM 1989.00 5967.00
t SONPVM20N2U 20" Monitor SOny 985.00 985.00
1 SONDSIUS DVCAM Recorder Player 2985.00 2985.00 I
1 SONDSRPD110 3CCD OVCAM Camcorder 3695.00 3695.aO I
2 SONNPfl960 Extra Batteries 13P.OO 278.00 ,
SONLCHPD1S06P-Ca~ for Camcorder:.___ . 239.00 -
1 2]9.00
1 SONTRPD ,Tr1DOd for Carltera 289.00 269.00
1 BOGG2S0 AmDliner 895.00 895.00
1 MAC12002.VLZ 12 Channel Mixer 439.00 439.00 ,
2 SHUUT24/S8 Vocal Artist Wireless MIcrophone 399.00 798.00
2 SHUUT1"'93 Studio Microphone System Lavaliere --- ~15.00 830.00
9 5,.,5B MlaoDhone 115.00 1035.00 I
9 SMS8 Mlcroohone Stand ---- .-!~O ' '585.00
1 VIDMX3000 Video Mixer 1695.QO' 1695.00 l}
1 S'ONLMDS30 Trlole LC~nJ.tor 1995.00 1995.00 ___
~. .-J-----.
/ ..',,\
1 1111,17, i.., "i
.~ I ' '-' i
-Jo -- j
'.' ;' ('
,t.. "-.
~- ;.
- ,\,~ :
v
I'
;.. i
llc- t\ ,)/"'-'
., J ci "'i
....
c.'
j,
~ G '1 ~
I ."
t. .'i
----
u4 12:44p
.cB-t2-04 THU 08:44 AM
V~I 4V.~~V~ .o,~~
RevCBielb~@Yahoo.com
773348794c
p..::
.)CI:.J4,Q.,...,on
--w_.""" w...,_"", _ _....\0# ......,
P.02
1 SRV510 SVHS P1aver/Recorder 3~5.00 3'd-00
1 Mise Cables and Intercunnecls 1800.00 1800.00
1 Labor to Confiaure and Install raDDfoximate)" 12500.00 12$00.00 "
1 Prewlre (Based on 8oproICimata distanceS) 4500.00 4500.00 :{:,
I--- l- ., . 74089.00-
-
,
, $61589:00- j
Sub Total
Payment Terms labor Ii 2500:00 --
30% Oep~5it Total S~!.989~QQ._
50% Upon Completio~ ~lre , Tax 7"0 $4311.23 c;::;
200/0 JJpon Corm~!.tlon Total $78400.23
- . " ~PSJT j
_u_ ~~e ~
J.I~~-
r. - J'2j-O -
ll'f (!tL! o~
j~
c.~ ~!.Y~
r J , 2..1 \
. .
Comments
. , .; -. ~ . ~ - '. I:
t,;.
;!
. [Acteptilnc:e of Proposal- The above P""~". &~,jcatlon' and COl'ldit~ns a.-p. '.lIItrlfactory and a-;;--
hereby accePted, Yo,? anr authorl2ed [0 do lire work its S1IeQried. Payment WID be made as outlined above. ,
. ,: . t '
Dote 0' acceptance: . , ' . ". . Si9;,atur8~_ ' ~ ': '
~ .t ~ .
I,
,
,
I,
:l..i:;' .
':, ;
\