HomeMy WebLinkAboutO-2002-031 ORDINANCE NO. 2002-031
AN ORDINANCE OF THE CITY OF DANIA BEACH
FLORIDA, APPROVING THE CHANGE OF CONTROL
AGREEMENT AMONG COMMUNITY CABLE TELEVISION
KNOWN LOCALLY AS AT&T BROADBAND, MEDIAONE
OF EASTERN MICHIGAN, INC. KNOWN LOCALLY AS
AT&T BROADBAND, AND THE CITY OF DANIA BEACH;
APPROVING THE CHANGE OF CONTROL OF THE CABLE
TELEVISION FRANCHISE HELD BY COMMUNITY CABLE
TELEVISION FROM ITS ULTIMATE PARENT COMPANY,
AT&T CORP., TO AT&T COMCAST CORPORATION;
SUBJECT TO CERTAIN CONDITIONS; PROVIDING FOR
SEVERABILITY; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,pursuant to Broward County Ordinance No. 77-21,effective May 10, 1977,as
amended by Ordinance No. 79-5, effective March 5, 1979; Ordinance No. 83-60, effective
September 1, 1983; Ordinance No. 85-7, effective March 5, 1985; Ordinance No. 85-68, effective
December 2, 1985; and Ordinance No. 88-08, effective February 22, 1988 (collectively, the
"Franchise"), the Broward County Board of Commissioners, Florida, granted a cable television
franchise to Cable TV Fund 14-A/B Venture,doing business as Jones Intercable,Inc.("Jones"),for
certain service areas lying with the unincorporated areas of Broward County; and
WHEREAS,said Franchise was granted with a termination date of March 31,2002,pursuant
to Broward County Ordinance No. 88-08; and
WHEREAS, pursuant to Resolution No. 1998-113, adopted on March 3, 1998, the County
approved a transfer and assignment of the Franchise from Jones to Comcast Cablevision of
Broward County, Inc.; and
WHEREAS, pursuant to Resolution No. 2000-1233, adopted on October 24, 2000, the
County approved the transfer of the Franchise from Comcast Cablevision of Broward County,
Inc., to Community Cable Television ("Community"), a Wyoming General Partnership, and a
wholly owned subsidiary of AT&T Corp., doing business locally as AT&T Broadband; and
WHEREAS,on September 15,2001,the City of Dania Beach("City")annexed into the City
a portion of the service area from unincorporated Broward County; and
WHEREAS, on February 26, 2002 the City Commission of the City of Dania Beach
approved an Assignment Agreement among Broward County, City of Dania Beach, and
Community, whereby the County transferred and assigned to the City its entire rights and
obligations under the Community Franchise for the annexed service area, pursuant to Ordinance
No. 2002-005; and
F\566.025\CommunityAT&TcomcastTransfer ORDINANCE NO.2002-031
WHEREAS, on February 26, 2002, the City Commission of the City of Dania Beach
extended the Community Franchise granted by Broward County Ordinance No. 88-08, which
expired on March 31, 2002, to September 30, 2002, pursuant to Ordinance No. 2002-005; and
WHEREAS, AT&T intends to merge with Comcast Corporation ("Comcast") to create a
new company to be known as AT&T Comcast Corporation("AT&T Comcast")pursuant to the terms
of an Agreement and Plan of Merger dated December 19,2001 by and among AT&T Corp.,AT&T
Broadband Corp., Comcast Corporation and certain of their respective affiliates, and a Separation
and Distribution Agreement dated December 19, 2001 by and between AT&T Corp. and AT&T
Broadband Corp. (the "Merger"); and
WHEREAS, AT&T and Comcast have requested the City's consent to the Merger in
accordance with the requirements of the Franchise and have filed an FCC Form 394 ("Change of
Control Application") with the City requesting such consent to the Merger and to the change of
control of the Franchisee from AT&T to AT&T Comcast Corporation ("Transfer"); and
WHEREAS, in accordance with applicable law and Section 14 of Ordinance No. 88-08,
entitled "Restrictions Against Assignment," the City has reviewed the Change of Control
Application and determined that the Transfer will not adversely affect the public interest; and
WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the
Franchise or indirect ownership of the Franchisee may be transferred through one or more internal
transfers or mergers to another direct or indirect subsidiary of AT&T, or Franchisee may elect as
permitted by law to convert or reorganize its legal form to a limited liability company (together with
the Merger, hereinafter referred to collectively as the "Transactions"); and
WHEREAS, following the Transactions, the Franchisee will be controlled by AT&T
Comcast Corporation but Franchisee will continue to operate the System and continue to hold and be
responsible for performance of the Franchise; and
WHEREAS,based upon the representations of the Franchisee,AT&T and Comcast, and the
recommendations of City staff,the City Commission of the City of Dania Beach,Florida finds that it is
in the best interests of the City to approve the attached Change.of Control Agreement pursuant to its
terms and conditions thereof,and consent to the change of control of the Franchisee from AT&T Corp.
to AT&T Comcast Corporation;
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DANIA BEACH, FLORIDA THAT:
Section 1. The foregoing"Whereas"clauses are hereby ratified and confirmed as being
true and correct and are hereby made a specific part of this Ordinance upon adoption hereof.
Section 2. The Change of Control Agreement among Community Cable Television,
MediaOne of Eastern Michigan, Inc., and the City of Dania Beach, attached hereto as Exhibit A is
F\566.025\CommunityAT&TcomcastTransfer 2 ORDINANCE NO.2002-031
hereby approved.
Section 3. The appropriate City officials are hereby authorized to execute the Change of
Control Agreement, attached hereto as Exhibit A.
Section 4. The City Commission of Dania Beach,Florida hereby consents to the change of
control from AT&T Corp. to AT&T Comcast Corporation as the ultimate parent corporation of the
Franchisee. This Ordinance is conditioned upon the closing of the Merger in substantially the same
form as the Transaction described in the Transfer Application no later than March 31, 2003. In the
event that this condition is not met,the consent granted herein shall be voidable at the sole option of the
City.
Section 5. The City's consent herein does not constitute and shall not be construed to
constitute a waiver of any of the City's rights under its Franchise Agreement or other applicable law,
including its rights under section 626 of the Cable Act, 47 U.S.C. §546, with respect to renewal of
the Franchise. The City hereby reserves any rights it may have under the Franchise Agreement and
applicable law and the City's failure to enforce or to compel compliance with any provision of the
Franchise Agreement or applicable law shall not constitute a waiver of such provision or of
Franchisee's non-compliance.
Section 6. The City herby consents to and approves the assignment,mortgage,pledge,or
other encumbrance,if any,of the Franchise,the System,or assets relating thereto,as collateral for a
loan.
Section 7. The City's consent is subject to the following conditions. Failure of the
Franchisee or of AT&T Comcast to satisfy these conditions shall render the consent granted herein
void ab initio and the City's consent will be deemed to have been denied as of the date of this
Ordinance.
a. Written acceptance by the Franchisee within thirty (30) days of adopting this
Ordinance,that it is in agreement with all the terms of this Ordinance and will comply with
all requirements of this Ordinance, the lawful and applicable terms of the Franchise, and
applicable law, including the lawful and applicable terms of the City's Code (collectively
referred to herein as the"Franchise Documents").
b. Written acknowledgement by AT&T Comcast within thirty(30)days of adopting this
Ordinance, that it will use its best efforts to ensure that the Franchisee complies with the
Franchise Documents,and that the Franchisee effects changes,as promptly and practicable,
in the operation of the system, if any changes are necessary to cure any violations thereof or
defaults thereunder presently in effect or ongoing.
C. Franchisee acknowledges that the enforcement remedies contained in the Franchise
Documents are in full force and effect for Franchisee's failure to comply with any
•
F\566.025\CommunityAT&TcomcastTransfer 3 ORDINANCE NO.2002-031
provision of the Franchise Documents or this Ordinance. This remedy is in addition to any
other remedies the City may have under the Franchise or applicable law.
Section 8. This Ordinance shall have the force of a continuing agreement with Franchisee
and AT&T Comcast, and neither the City nor the Franchisee shall amend or otherwise alter this
Ordinance without the written consent of the other party.
Section 9. If any clause, section,or part of this Ordinance 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
Ordinance.
Section 10. All ordinances or parts of ordinances in conflict with this Ordinance and all
resolutions or parts of resolutions in conflict with this Ordinance are hereby repealed to the extent of
such conflicts.
Section 11. The City Manager and City Attorney are authorized to make minor revisions
to this Ordinance, with the approval of the Franchisee, if they determine it is in the best interest of
the City to do so.
Section 12. This Ordinance shall be in full force and take effect immediately upon its
passage and adoption by the City Commission of the City of Dania Beach, Florida.
PASSED AND ADOPTED on first reading on June 11, 2002.
PASSED AND ADOPTED on second reading on June 25, 2002.
A P EbD
ATTEST:
RO RT H. CHUNN, JR.,
MA OR-COMMISSIONER
CHARLENE JW6SON
CITY CLERK
ROLL CALL:
COMMISSIONER BERTINO - YES
COMMISSIONER MCELYEA- YES
COMMISSIONER MIKES —OUT OF ROOM
VICE-MAYOR FLURY - YES
MAYOR CHUNN - YES
F\566.025\CommunityAT&TcomcastTransfer 4 ORDINANCE NO. 2002-031
APPROVED AS TO FO AND CORRECTNESS:
BY:
TH6M J. AMSBRO
CITY ATTORNEY
F\566.025\CommunityAT&TcomcastTransfer 5 ORDINANCE NO.2002-031
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ATTORNEYS AT LAW
MITCHELL A.BIERMAN BROWARD OFFICE DOUGLAS R.GONZALES
NINA L.BONISKE 3107 STIRLI NG ROAD, SUITE 300 JOHN R. HERIN,JR.
JAMIE ALAN COLE FORT LAUDERDALE, FLORIDA 33312 CHRISTOPHER F.KURTZ
EDWARD G.GUEDES PETER A.LICHTMAN
STEPHEN J. HELFMAN KAREN LIEBERMAN*
GILBERTO PASTORIZA JAMIE ALAN COLE MATTHEW H. MANDEL
JOSEPH H.SEROTA MANAGING SHARE HOLDER-B ROWARD OFFICE BERNARD S. MANDLER'
NANCY E.STROUD ALEXANDER L.PALE NZUELA-MAURI
RICHARD JAY WEISS MICHAEL S.POPOK*
DAVID M.WOLPIN TELEPHONE (954) 763-4242 ANTHONY L.RECIO
STEVEN W.ZELKOWITZ GARY 1.RESNICK*
TELECOPIER (954) 764-7770 MARK A.ROTHENBERG
WWW.WSH-FLALAW.COM SC OTT A.R081N >
MIAMI-DADE OFFICE DANA J.SCHINOLER
THOMAS J.ANSBRO* 2665 SOUTH BAYSHORE DRIVE•SUITE 420 GAIL D.SEROTA*
LILLIAN ARANGO DE LA HOZ* MIAMI, FLORIDA 33133 ARI C.SHAPIRO
ALISON S.BIELER TELEPHONE(305)854-0800 • TELECOPIER (305)854-2323 JEFFREY P.SHEFFEL
MITCHELL J.BURNSTEIN FRANCINE THOMAS STEELMAN
ELAINE M.COHEN *OF COUNSEL SUSAN L.TREVARTHEN
July 25, 2002 CARMEN 1.TUGENDER
Charlene Johnson
City Clerk
City of Dania Beach
100 W. Dania Beach Boulevard
Dania Beach, FL 33004
Re: AT&T Broadband Change of Control Agreement
Dear Charlene:
Per your request, enclosed is a fully executed agreement approving the Change of Control
Agreement with AT&T Broadband. If you have any questions, please do not hesitate to contact
me.
Sincerely,
(liJ
ulma Weste
zw
566025
CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT made and entered into this Z5W day of Z^- , 2002, by and between the
CITY OF DANIA BEACH, FLORIDA ("City"), and COMMUNITY CABLE TELEVISION,
doing business locally as AT&T Broadband("Community" or"Franchisee"), and MEDIAONE OF
EASTERN MICHIGAN, INC., doing business locally as AT&T Broadband ("MediaOne").
RECITALS
WHEREAS,the City and Community are parties to a cable television franchise agreement apprZved
by the City pursuant to Ordinance No. 2002-005, by which Community provides cable services to
certain areas of the City that were annexed from Broward County; and
WHEREAS, the City extended the franchise for a period of six months, expiring on September 30,
2002; and
WHEREAS, Community is a subsidiary of AT&T Corp. ("AT&T")and AT&T exercises control of
Community; and
WHEREAS, AT&T Broadband intends to merge with Comcast Corporation("Comcast")to create a
new company to be known as AT&T Comcast Corporation ("AT&T Comcast") pursuant to the
terms of an Agreement and Plan of Merger dated December 19, 2001 by and among AT&T Corp.,
• AT&T Broadband Corp., Comcast Corporation and certain of their respective affiliates, and a
Separation and Distribution Agreement dated December 19, 2001 by and between AT&T Corp. and
AT&T Broadband Corp. (the "Merger"); and
WHEREAS, AT&T and Comcast have requested the City's consent to the Merger in accordance
with the requirements of the Franchise Agreement and have filed an FCC Form 394 ("Change of
Control Application") with the City requesting such consent to the Merger and to the change of
control of the Franchisee from AT&T to AT&T Comcast Corporation("Transfer"); and
WHEREAS, in accordance with applicable law and the Franchise Agreement,the City has reviewed
the Change of Control Application and determined that the Merger will not adversely affect the
public interest; and
WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the Franchise or
indirect ownership of the Franchisee may be transferred through one or more internal transfers or
mergers to another direct or indirect subsidiary of AT&T, or Franchisee may elect as permitted by
law to convert or reorganize its legal form to a limited liability company (together with the Merger,
hereinafter referred to collectively as the "Transactions"); and
WHEREAS, following the Transactions, the Franchisee will be controlled by AT&T Comcast
Corporation but Franchisee will continue to operate the cable system and continue to hold and be
responsible for performance of the Franchise; and
WHEREAS, in addition to being the parent corporation with control of Community, AT&T is also
the parent of MediaOne, which is a party to another franchise agreement with the City to provide
cable services in other areas of the City and provides such service as AT&T Broadband. This
franchise expires on May 7, 2008; and
WHEREAS, based upon the representations of the Franchisee, AT&T and Comcast, and the
recommendations of City staff, the City Commission of the City of Dania Beach, Florida fmds that
it is in the best interests of the City to consent to the change of control of the Franchisee from
AT&T Corp. to AT&T Comcast Corporation upon the conditions contained herein;
NOW,THEREFORE,FOR THE MUTUAL COVENANTS AND PROMISES CONTAINED
HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION RECEIVED AND
WHICH IS HEREBY ACKNOWLEDGED,THE PARTIES AGREE AS FOLLOWS:
1. The above recitals are true and correct and are incorporated herein by this reference.
2. The City Commission of Dania Beach, Florida hereby consents to the change of control
from AT&T Corp. to AT&T Comcast Corporation as the ultimate parent corporation of the
Franchisee. This Agreement is conditioned upon the closing of the Merger in substantially the same
form as the Transactions described in the Change of Control Application no later than March 31,
2003. In the event that this condition is not met, the consent granted herein shall be voidable at the
sole option of the City.
® 3. The City's consent herein does not constitute and shall not be construed to constitute a
waiver of any of the City's rights under its Franchise Agreement or other applicable law. The City
hereby reserves any rights it may have under the Franchise Agreement and applicable law and the
City's failure to enforce or to compel compliance with any provision of the Franchise Agreement or
applicable law shall not constitute a waiver of such provision or of Franchisee's non-compliance.
4. The City herby consents to and approves the assignment, mortgage, pledge, or other
encumbrance, if any, of the Franchise, the System, or assets relating thereto, as collateral for a loan.
5. The City's consent is subject to the following conditions.
a. Written acceptance by the Franchisee, within thirty (30) days of the City adopting
the Ordinance approving this Agreement, that Franchisee is in agreement with all the terms
of this Agreement and will comply with all requirements of this Agreement, all lawful and
applicable requirements of the Franchise, and applicable law.
b. Written agreement by AT&T Comcast Corporation within thirty (30) days of the
City adopting the Ordinance approving this Agreement, that it will use its best efforts to
ensure that the Franchisee complies with the lawful and applicable terms of the Franchise,
applicable state law and the lawful and applicable.terms of the City's Code, and that the
Franchisee effects changes, as promptly as practicable, in the operation of the system, if any
changes are necessary to cure any violations thereof or defaults thereunder presently in
effect or ongoing.
566.025/Agreements-6-4-02
C. Following the City's consent to the change of control of the franchise held by
Community,Franchisee will commence good faith negotiations with the City with respect to
the renewal of this franchise and will make every effort to reach agreement on the terms of a
renewal, within ninety (90) days of commencement of negotiations. If the Merger closes
prior to the completion of such renewal negotiations, Franchisee will continue to negotiate
the franchise renewal in good faith and will use its best efforts to reach agreement within
this 90-day time frame.
d. Both MediaOne and Community are providing cable services as required by the
terms of their respective franchises. However,the City is interested in obtaining an upgrade
of the cable system serving the City to provide greater channel capacity, advanced-:Mble
services and other services within the City to satisfy the cable-related needs of the
community. Franchisee agrees to commence negotiations in good faith to address the City's
goal of obtaining an upgrade of the cable system serving the City. At a minimum,
Franchisee and MediaOne will agree to complete an upgrade of their cable systems serving
the City within two (2) years, if the City agrees to extend the franchise held by MediaOne
six (6) years to 2014, and to provide for a coextensive term for the renewal of the franchise
held by Community once the renewal of the Community franchise has been approved by the
City. The two years shall commence upon final approval of the franchise extension for
MediaOne and the renewal for Community.
e. Community will pay to the City within thirty(30)days of the approval by the City of
the change of control the amount of Fifty Thousand Dollars ($50,000) to allow the City to
purchase and install capital equipment in the Commission Chambers to support cablecasting
City Commission meetings over the cable system. Community's financial contributions
shall be considered capital expenses pursuant to 47 U.S.C. §542(g)(2)(C), and shall not be
considered a franchise fee or a tax. Community's capital contribution shall satisfy the
City's requirement with respect to a capital contribution for equipment to cablecast City
Commission meetings as part of the renewal of Community's franchise. Other provisions
with respect to public, educational, and government access programming may be negotiated
in the franchise renewal and Community and MediaOne agree to maintain their current
practice of cablecasting City Commission meetings live over their cable systems until this
may be further amended by agreement of Community, MediaOne,and the City.
6. Nothing herein shall obligate the City to grant a renewal of Community's or MediaOne's
existing franchises or to agree to impose or not to impose any conditions on the renewal of
Community's franchise, except as specifically stated herein. This Agreement does not require
Community or MediaOne to provide the upgrade, as set forth in Section 5(e) above, until such time
as the City has approved a renewal franchise for Community and a franchise extension until 2014
for MediaOne.,or as may be otherwise negotiated by the parties.
7. This Agreement shall have the force of a continuing agreement with Franchisee, MediaOne
and AT&T Comcast, and neither the City nor the Franchisee shall amend or otherwise alter this
Agreement without the written consent of the other party.
566.025/Agreements-6-4-02
8. Governing Law, Venue. This Agreement shall be construed pursuant to the laws of the
® State of Florida. Any litigation regarding this Agreement shall commence in Broward County,
Florida, or in the United States District Court for the Southern District of Florida.
9. Force Majeure. In the event of forced delay in the performance by either party of
obligations under this Agreement due to acts of God or of the public enemy, fires, floods,
epidemics, riots, insurrection, war, unavoidable casualties or other conditions or events beyond the
parties' control, the time for performance of such obligations shall be extended for the period of the
forced delay.
10. Waiver of Compliance. No failure by either parry to insist upon the strict performance of
any covenant, agreement, term or condition of this Agreement, or to exercise any right, term or
remedy consequent upon a breach thereof shall constitute a waiver of any such breach or such
covenant, agreement, term or condition. No waiver of any breach shall affect or alter this
Agreement, but each and every covenant, agreement, term or condition of this Agreement shall
continue in full force and effect with respect to any other existing or subsequent breach hereof.
11. Savings. All rates, fees, charges and financial obligations previously accrued by Community
or MediaOne, or any of its predecessors, to the City pursuant to any prior or current ordinances or
resolutions shall continue and remain due and owing until paid, subject to any applicable statute of
limitations under Florida law
12. Severability. If any section, paragraph or provision of this Agreement shall be held to be
® invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph, or provision shall not affect any of the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have set their hands and seals, this the day and year
first above written.
CITY OF DANIA BEACH,FLORIDA
ATTEST: BY: 1,40 Lt-�
obert H. Chunn,Jr. l/
Mayor- Co is 'oner
BY:
Charlene Jo n, City Clerk Ivan Pato, City Manager
•
566.025/Agreements-6-4-02
„ t
® APPROVED AS TO LEGAL SUFFICIENCY:
BY: _
/LJ
Thomas J. Ansbro, City Attorney
COMMUNITY CABLE TELEVISION
By: -
Print Name: II Ill 1 �GUC
Title: ( /11 l 4Y Vlu r L S I ( i
Witness: j A/,
MEDIAONE OF EASTERN MICHIGAN,INC.
By: ' L c
Print Name:
Title: a`hldy V I(k �Ilcylk >J
Witness:
•
566.025/Agreements-6-4-02
r
AT&T Broadband
Florida Market 2501 S.W. 145th Avenue
Suite 200
Miramar,Florida 33027
July 19, 2002
VIA FEDERAL EXPRESS
Mr. Ivan Pato
City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, FL 3304
Dear Mr. Pato:
Enclosed please find the Certificates of Acknowledgement from Community Cable
Television agreeing to the terms of Ordinance 2002-031 and from AT&T Comcast
Corporation agreeing to use its best efforts to ensure that the Franchisee will comply
with the lawful and applicable terms of the franchise.
Thank you for your assistance in helping this Ordinance pass.
Should you have any questions, please don't hesitate to contact me at 954-534-7466.
Sincerely yours,
Michael E. Taack
Director of Franchising and Government Affairs
cc: Gary Resnick, Esq.
��� Recycled Paper
® CERTIFICATE OF ACKNOWLEDGEMENT
Community Cable Television ("Franchisee") hereby agrees to the terms and
conditions of Ordinance 2002-031 ("the Ordinance") adopted by the City of
Dania Beach, Florida ("the City") on June 25, 2002 approving the change of
control of the Franchisee from AT&T Corp. to AT&T Comcast Corporation
and agrees that it will comply with all requirements of the Ordinance, all
lawful and applicable requirements of the franchise agreement between the
Franchisee and the City as assigned from Broward County on February 26,
2002 ("Franchise Agreement") and applicable law.
IN WITNESS WHEREOF, this Certificate of Acknowledgement is
executed as of the date set forth below.
® COMMUNITY CABLE TELEVSION
By:
Title: .{i►1 ray V1 Ct PIQ4/ &4"
Date: 1)
CERTIFICATE OF ACKNOWLEDGEMENT
Pursuant to the Ordinance 2002-031 adopted by the City of Dania Beach,
Florida on June 25, 2002 approving the change of control of the Franchisee
from AT&T Corp. to AT&T Comcast Corporation, AT&T Comcast
Corporation agrees that it will use its best efforts to ensure that the
Franchisee complies with the lawful and applicable terms of the Franchise
Agreement, applicable state law and the Ordinance and that the Franchisee
effects changes as promptly as practicable in the operation of the cable
television system, if any changes are necessary to cure any violations thereof
or defaults thereunder presently in effect or ongoing.
This Certificate of Acknowledgement can be signed in counterparts.
IN WITNESS WHEREOF, this Certificate of Acknowledgement is
executed as of the date set forth below.
® AT&T COMCAST CORPORATION
By: ti'
ARTHUR R. BCOOK
Title: Senior Vice President
Date:
T
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June 5, 2002
Vita X'aesimile t
Michael Tanck ;
Director of Franchising and Government Affairs
AT&T Broadband
6565 Nova Dr.
Davie, FL 33317
1
Re: City of Dania Beach Trw)sfer of Control of Cable I ranchise
M1
Dear Mike:
r
As part of the City of Dania Beach's ("City") considera-ion of the application to
transfer control of the cable franchise, the City will require that A.'&T Broadband reimburse ,
the City for it.5 actual, reasonable costs incurred related to the Ordinance approving the
transfer, including attorneys' fees. Barring unforeseen circumstance y, such costs and fees will
not exceed Twelve Thousand Dollars ($12,000.00). Within thirty (A-0) days after the effective
date of the Ordinance approving the transfer, the City will suomit an iteudzed invoice
confirming the amount of such fees and costs and AT&T shah subm tt its payment within thirty
(30) days of receipt of the invoice, less any amount iuitially pai,3 in conjunction with the
application.
Please indicate your acceptance of this condition below bi executing this letter and
returning it promptly to my attention. By so executing, you arc representing that you have the
authority to enter into this Agreement on behalf of the franchisee, Community Cable
Television, known locally as AT&T Broadband. we further agree that the specific terms of
this letter will remain confidential to.the extent permitted under state or local law.
JUN=21-2002 FRI 11 : 14 AM WEISS SEROTA HELF'MAN FAX NO. 954 764 7770 P. 03
Mr.Michael Tanck
June 5, 2002
Page 2
If you have any questions, please do not hcsitatc to contact no. Thank you. for your
assistance.
efy,
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PASToRM& & GUEDES, P.A.
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Weiss Serota Helfman
Pastoriza & Guedes, P.A.
MEMORANDUM
To: Mayor and City Commissioners, City of Dania Beach
From: Gary Resnick, Esq.
Scott Robin, Esq.
cc: Ivan Pato, City Manager
Tom Ansbro, City Attorney
Charlene Johnson, City Clerk
Date: June 4, 2002
Re: Ordinance Approving the Transfer of Control of the Cable Television Franchise
from AT&T Corp. to AT&T Comcast Corp.
Enclosed please find a proposed Ordinance granting the City's consent to the transfer of control
of Community Cable Television ("Community") known locally as AT&T Broadband, which is a
party to a franchise agreement to provide cable services within the City.
Communitv Franchise
Community has a cable franchise to provide cable television services within the City and is a
subsidiary of AT&T Corp. ("AT&T"), which will be merging with Comcast Corporation and
forming a new company, called AT&T Comcast Corporation, which will be the ultimate parent
of Community. The franchise agreement held by Community was originally granted by Broward
County and was assigned to the City as part of the September 2001, annexation. The*franchise
agreement with Community provides that a transfer of control requires the City's prior consent.
Community serves approximately 1,200 subscribers in the City under this franchise, which
expires on September 30, 2002. We will be negotiating the renewal of this franchise in the
following months.
�IediaOne Franchise
AT&T is also the parent corporation of MediaOne of Eastern Michigan. Inc. ("MediaOne"),
which also holds a franchise from the City to provide cable services to approximately 5.000
subscribers in other areas of the City and provides such service as AT&T Broadband. This
franchise expires on May i, 2008. The franchise agreement with MediaOne does not require the
City's prior consent to a change of control.
1
�66.02o Transfer,MemosAT&-T Comcast Transfer6-4-02
Pursuant to our Memorandum dated March 28, 2002 (copy attached), we have reviewed AT&T's
application for the City's consent to the transfer of control, the franchise agreement and
correspondence with AT&T, have worked with City Staff, and have had discussions and
meetings with representatives of AT&T and Comcast. It is our recommendation that the City
consent to the transfer, subject to the conditions contained in the enclosed proposed Ordinance
and Change of Control Agreement.
Conditions on Approving the Transfer
The proposed Change of Control Agreement and Ordinance consenting include the following
conditions:
• Written acceptance by Community that it will comply with all requirements of the
Ordinance, franchise agreement and applicable law.
• Written acceptance by AT&T Comcast Corporation that it will use its best efforts to
ensure that Community complies with the terms of the franchise agreement and
applicable law, and to effect changes, as promptly as practicable, in the operation of the
system, if any changes are necessary to cure any violations.
• Both Community and MediaOne have agreed to commence negotiations in good faith to
address the City's goal of obtaining an upgrade of the cable system serving the City. At a
minimum, Community and MediaOne have agreed to complete an upgrade of their cable
systems serving the City within two years, if the City agrees to extend the franchise held
by MediaOne for six years to2014, and to provide for a coextensive term for the renewal
of the franchise held by Community.
• Community has agreed to pay the City $50,000 for the purchase and installation of
equipment in the Commission Chambers to support cablecasting City Commission
meetings.
• Inclusion of a Liquidated Damages penalty allowing the City to assess damages for non-
compliance with the terms and conditions of this Ordinance, the Change of Control
Agreement, or the franchise agreement.
Significantly, the Ordinance provides that by consenting to the transfer, the City is not waiving
any of its rights under the franchise agreement or applicable law. The Ordinance is effective
upon passage. This will allow the City to negotiate the terms for the renewal of the franchise.
Cost Recoverv: AT&T has paid the City $1,500 in application fees thus far, and has agreed to
reimburse additional costs incurred by the City in conjunction with the transfer if approved by
the Commission.
If you have any questions if you have any questions or would like to discuss this transfer or
review any of the materials submitted by AT&T and Comcast prior to the Commission meeting,
please do not hesitate to contact us at (954) 763-4242.
2
366.02o/Transfer/MemosAT&T Comcast Transfer6-4-02
Weiss Serota Helfman
Pastoriza & Guedes, P.A.
MEMORANDUM
To: Mayor and City Commissioners, City of Miramar
From: Gary Resnick, Esq.
Scott Robin, Esq.
cc: Ivan Pato, City Manager
David Keller, Finance Director
Tom Ansbro, City Attorney
Charlene Johnson, City Clerk
Date: March 28, 2002
Re: AT&T Comcast Transfer
AT&T Corp. (''AT&T") and Comcast Corporation ("Comcast") have announced that they will
be merging their cable television operations and forming a new corporation called AT&T
Comcast Corporation that will be the ultimate parent with control of all of their cable television
systems. AT&T is currently the parent of Community Cable Television, which holds the cable
television franchise that was recently assigned from Broward County to the City for the areas
annexed into the Cite in September 2001 ("Annexed Areas"), and operates locally as AT&T
Broadband. We notified AT&T that it was our position that under the terms of this franchise,
AT&T needed the City's prior consent for its merger with Comcast and the transfer of control of
this franchise and that transferring control of the franchise without the City's prior consent would
be a violation of the franchise.
Pursuant to our notification. on March 27, 2002, AT&T and Comcast filed an application for the
City's consent to their merger and transfer of control of this cable franchise to AT&T Comcast
Corporation. This memorandum provides information regarding the transfer process and time
frame for the City's review.
Background
Community Cable Television, known locally as AT&T Broadband, holds a cable franchise in
Dania Beach. This franchise was originally granted by Broward County and was assigned
recently to the City pursuant to an Assignment Agreement approved by the County, the City and
AT&T as part of the annexation. The franchise originally was set to expire on March 31, 2002,
but the City recently extended the franchise for six months until September 30, 2002, to allow
time to negotiate a renewal of the franchise.
AT&T is the ultimate parent with control over this cable franchise.' Pursuant to the merger, the
cable franchise will still be held by Community Cable Television, however its ultimate parent
will change from AT&T to a newly formed company called AT&T Comcast Corporation. The
franchise requires that AT&T must obtain the City's prior consent to this transfer of control. We
have summarized the transfer process below.
Transfer Process
Federal law governs the transfer of control. AT&T and Comcast have filed an FCC Form 394
Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise ("Application") with the City. This Application is supposed to provide the
City with the information required under federal law to allow the City to perform its review.
There are specific time frames under federal law for the City to respond to and to rule on the
Application.
Within 30 days of receiving the Application, the City must notify the applicants of any
information that is incomplete or additional information the City needs to process the
Application. The City must issue a final ruling either granting or denying the Application within
120 days of receiving the Application, or it will be deemed that the City has consented to the
transfer on the terms requested by the applicants.2 The City received the Application on March
8, 2002. Accordingly, unless AT&T consents to an extension, the City must either consent to or
deny the Application by July 25, 2002.
The factors the City reviews to decide whether to grant the transfer and if so, what conditions
to impose on the grant of the transfer, or whether to deny the transfer are based on federal law.
There are several areas for the City to review in conjunction with the transfer. First, the City
has the right to review the past performance of AT&T Broadband and to demand that any
outstanding issues be resolved to the City's satisfaction or that sufficient plans be put into place
to resolve such outstanding issues.3 Second, the City may review the financial qualifications of
the proposed transferee to determine if the transferee has the ability to operate the system and
satisfy the requirements of the franchise agreement. Because AT&T Comcast Corporation will
be a new corporation and does not have existing financials, the financial review is more
complex and more important. Third, the City also has the ability to review the technical and
legal qualifications of AT&T Comcast Corporation to determine if it has the expertise to run
the cable system. Finally, the City has the ability to review whether the transfer would
Important Note: AT&T, through another subsidiary, has another franchise to provide cable services for the
original areas of the City and provides such service as AT&T Broadband. This franchise expires on May 7,
2008, and does not require the Citv's prior consent to the transfer to AT&T Comcast Corporation. While the
Application pertains only to the cable franchise for the Annexed Areas, this may provide an opportunity for the
City to improve services in the original areas of the City as well.
47 U.S.C. §537 and 47 C.F.R. §76.502.
' While the Application is only for the franchise covering the Annexed Areas, the City can review AT&T
Broadband's performance throughout the City and require resolution of any problems as part of this transfer.
adversely affect cable services to subscribers or otherwise be contrary to the public interest.
As part of this review process, the City has the ability to clarify or to revise any ambiguous
terms of the franchise agreement. The City may condition its approval of the transfer to
address concerns identified in the City's review.
Conclusion
As you can appreciate, the process for reviewing the Application is complex, but it must be
accomplished in a relatively short time frame. The proposed merger presents the City with a
significant opportunity to improve cable services in the Annexed Areas, and possibly
throughout the City. Conversely, approving the transfer without adequate attention to detail
and sufficient protections can be detrimental to the City. It may affect rights the City has under
the existing agreement or leave the City with little or no recourse to resolve outstanding issues or
to address issues that may surface in the future. We are in the process now of reviewing the
Exhibits submitted by AT&T and Comcast with the Application to determine if there is
additional information needed to consider the Application. In the meantime, if you have any
questions, concerns, or would like to discuss this transfer or review any of the materials
submitted by AT&T and Comcast, please do not hesitate to contact us.
NOTICE OF HEARING BEFORE CITY COMMISSION
CITY OF DANIA BEACH, FLORIDA, REGARDING
ADOPTION OF THE FOLLOWING PROPOSED ORDINANCES:
NOTICE IS HEREBY GIVEN that the City Commission of the City of Dania Beach,
Florida, on June 25, 2002, at 7:00 p.m. or as soon thereafter as the matter may be
heard, will conduct a public hearing in the City Commission Chambers of the Dania
Beach City Hall, 100 West Dania Beach Boulevard, Dania Beach, Florida to consider the
proposed adoption of the following Ordinances entitled:
A ORDINANCE OF THE CITY OF DANIA BEACH, FLORIDA, DECLARING THE
DANIA BEACH CITY COMMISSION AS THE MEMBERS ON THE "DANIA
BEACH COMMUNITY REDEVELOPMENT AGENCY EXECUTIVE BOARD";
DEFINING GENERALLY THE PURPOSES AND DUTIES OF SUCH BOARD;
PROVIDING FOR CONFLICTS, FURTHER, PROVIDING FOR AN EFFECTIVE
DATE.
AN ORDINANCE OF THE CITY OF DANIA BEACH, FLORIDA, APPROVING
THE CHANGE OF CONTROL AGREEMENT AMONG COMMUNITY CABLE
TELEVISION KNOWN LOCALLY AS AT&T ' BROADBAND, MEDIAONE OF
EASTERN MICHIGAN, INC. KNOWN LOCALLY AS AT&T BROADBAND, AND
THE CITY OF DANIA BEACH; APPROVING THE CHANGE OF CONTROL OF
THE CABLE TELEVISION FRANCHISE HELD BY COMMUNITY CABLE
TELEVISION FROM ITS ULTIMATE PARENT COMPANY, AT&T CORP., TO
AT&T COMCAST CORPORATION; SUBJECT TO CERTAIN CONDITIONS;
PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
A copy of these proposed Ordinances are on file in the Office of the City Clerk, City Hall,
® 100 West Dania Beach Boulevard, Dania Beach, Florida, and may be inspected by the
public during normal working hours.
Interested parties may appear at the aforesaid meeting and be heard with respect to the
proposed. Any person who decides to appeal any decision made by the City
Commission with respect to any matter considered at this hearing will need a record of
the proceedings and for such purpose may need to ensure that a verbatim record of the
proceedings is made, which record includes the testimony and evidence upon which the
appeal is to be based.
In accordance with the American with Disabilities Act, persons needing assistance to
participate in any of the proceedings should contact Charlene Johnson, City Clerk, 100
West Dania Beach Boulevard, Dania Beach, Florida 33004, (954) 924-3622 at least 48
hours prior to the meeting.
/s/ Charlene Johnson, CIVIC
City Clerk
Run in Sun Sentinel: June 14, 2002
SUN- SENTINEL
PUBLISHED DAILY
FORT LAUDERDALE, BROWARD COUNTY, FLORIDA NOTICE OF HEARING
BOCA RATON, PALM BEACH COUNTY, FLORIDA SION BEFORE CITY T OFCODAN'&
MIAMI, MIAMI DADE COUNTY, FLORIDA ING BEACADOPTIION H,FLORIDA of THE
FOLLOWING PROPOSED
ORDINANCES:
NOTICE IS HEREBY GIVEN
STATE OF FLORIDA that the City Commission
COUNTY OF BROWARD/PALM BEACH/MIAMI DADE Florida,the nJrne 25Seach,
Fl ,on June 25,2002,
BEFORE UND RS D AUTHORITY, PERSONALLY APPEARED thereafter
r0f p.m. or as soon
thereafter as the matter
may be heard, will con-
duct a public hearing in;
WHO,ON OATH,SAYS THAT the city commission
Chambers of the Dania
H E IS A AUTHORIZED REPRESENTATIVE OF THE CLASSIFIED Beach City Hall, 100 west
D ARTMENT OF THE SUN-SENTINEL,DAILY NEWSPAPER PUBLISHED Dania Beach, Floridan o
BROWARD/PALM BEACH/MIAMI DADE COUNTY,FLORIDA, AND THAT THE consider the proposed
ATTACHED COPY OF ADVERTISEMENT,BEING A: - adoption of the following
Ordinances entitled:
A ORDINANCE OF THE CITY,
OF DANIA BEACH, FLORI-
AT&T BROADBAND DA, DECLARING THE DA-
NIA BEACH CITY COMMIS-
SION AS THE MEMBERS ON
IN THE MATTER OF: THE"DANIA BEACH COM-
MUNITY REDEVELOPMENT
AGENCY EXECUTIVE
At T Broadband BOARD";.DEFINING GEN-
ERALLY THE PURPOSES
AND DUTIES OF SUCH
BOARD; PROVIDING FOR
IN THE CIRCUIT COURT,WAS PUBLISHED IN SAID NEWSPAPER IN THE CONFLICTS, FURTHER,.
PROVIDING FOR AN EF-
ISSUES OF: FECTIVE DATE.
AN ORDINANCE OF THE
CITY OF DANIA'BEACH,
6/14 VING THE
10944896 CHANGE AOFROCONTROL.
AGREEMENT AMONG:
AFFIANT FURTHER SAYS THAT THE SAID SUN-SENTINEL IS A NEWSPAPER COMMUNITY CABLE TELE-
VISION KNOWN LOCALLY:
PUBLISHED IN SAID BROWARD/PALM BEACH/MIAMI DADE COUNTY, FLORIDA, MEDIAONE OFBROADBAND
AND THAT THE SAID NEWSPAPER HAS HERETOFORE BEEN CONTINUOUSLY MICHIGAN, INC- KNOWN"
LOCALLY
PUBLISHED IN SAID BROWARD/PALM BEACH/MIAMI DADE COUNTY,FLORIDA, AT&TBR
BAND, ANDD THE CITY Y O OF F'
DANIA BEACH; APPROV-
CH DAY,AND HAS BEEN ENTERED AS SECOND CLASS MATTER AT THE ING THE CHANGE OF CON-j
• POST OFFICE IN FORT LAUDERDAI E,IN SAID BROWARD COUNTY,FLORIDA, TROL OF THE CABLE TELE-
VISION FRANCHISE HELD D
FOR A PERIOD OF ONE YEAR NEXT PRECEDING THE FIRST PUBLICATION OF B C .
BY COMMUNITY CABLE,
ATTACHED COPY OF ADVERTISEMENT;AND AFFIANT FURTHER SAYS THAT TIMATE TELEVISION
PARENOT CITS OMPA-'
HE/SHE HAS NEITHER PAID, NOR PROMISED,ANY PERSON, FIRM, OR NY,AT&T CORP.,TO AT&T
C
CORPORATION,ANY DISCOUNT, REBATE,COMMISSION,OR REFUND,FOR THE SUBJECT
CORPORATION,
TO CERTAIN
CONPURPOSE OF SECURING THIS VERTISEMENT FOR PUBLICATION IN SAID FOR DSEVOERABIPIROVIDPRo
NEWS VIDING FOR CONFLICTS
AND PROVIDING FOR AN
0
EFFECTIVE DATE.
A Copy of these proposed
Ordinances are on file in
(SIGN URE OF A FIANT) the office of the city
Clerk,City Hall, 100 West
Dania Beach Boulevard,
ORN TO AND SUBSCRIBED BEFORE ME may be inspected by the
and
ON: 14-Jun6-2002 A.D. public during normal
working hours
Interested parties may ap-
pear at the aforesaid
meeting and be heard
i with respect to the pro-,
Posed. Any person who;
(SIGNATURE OF NOTARY PUBLIC) decides to appeal any de-
cision made by the City
Commission with respect
Tara L.Sezak to any matter considered
C';,'"FISSION# DD02499 at this hearing will need a
3 EXPIRES record of the proceedings
3 IY Z0: 2005 and for such purpose may
need to ensure that a ver-
L I"c batim record of the pro-
ceedings is made, which
(NAME OF NOTARY,TYPED,PRINT OR STAMPED) record includes the testi-
mony and evidence upon
which the appeal is to be
PERSONALLY KNOWN OR based.
In accordance with the
American with Disabilities.
P Act, persons needing as-
PRODUCED IDENTIFICATION
sistance to participate in
any of the proceedings
® should contact Charlene
Johnson, City Clerk, 100;
rVcst nania Beach Boule-
vard,Dania Beach,Florida
33004 (954) 924-3622 at
least 48 hours prior to the
meeting.
/s/ Charlene Johnson,
CIVIC
City Clerk
June 14,2002