HomeMy WebLinkAbout05-394
ST. LUCIE COUNTY
RESOLUTION NO. 05-394
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS FOR ST. LUCIE COUNTY,
FLORIDA, APPROVING THE SALE AND
ASSIGNMENT OF THE SOUTHEAST FLORIDA
CABLE INC. ("ADELPHIA"), CABLE TELEVISION
FRANCHISE, TO CABLE HOLD CO EXCHANGE II,
LLC ("CABLE HOLDCO II"), A SUBSIDIARY OF
TIME WARNER NY CABLE LLC ("TWNY") AND
THE TRANSFER OF CONTROL OF CABLE
HOLD CO II FROM TIME WARNER CABLE
INC. ("TWC") TO PARNASSOS, L.P.
("P ARNASSOS"), A SUBSIDIARY OF COMCAST
CORPORA TION ("COMCAST"); OR, IN THE
AL TERNA TIVE DENYING THE COUNTY'S
APPROVAL OF THE TRANSACTIONS DUE TO
PROPOSED TRANSFEREE'S FAILURE TO
COMPLY WITH CERTAIN CONDITIONS
PRECEDENT
WHEREAS, Adelphia is currently in Chapter 11 bankruptcy proceedings, and as
a result, desires to transfer its cable system and its franchise agreements, including the
cable television franchise granted by the County; and
WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005
between Adelphia and TWNY, the right to purchase the Adelphia's cable system will be
assigned by TWNY to a wholly owned subsidiary of TWNY, Cable Holdco II, which
will purchase the cable system and franchise (the "Adelphia Transaction"); and
WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between
TWC and Comcast, the franchisee Cable Holdco Exchange II LLC will become a 100
percent indirect subsidiary of Comcast (the "Exchange Transaction"); and
WHEREAS, on June 16, 2005, the 81. Lucie County, Florida (the "County"),
received two FCC 394 applications requesting the County to consent to the Adelphia
Transaction and the Exchange Transaction; and
WHEREAS, pursuant to cable Ordinance No. 98-09 of the 81. Lucie County
Code of Ordinances and the Adelphia Franchise granted thereunder, no such sale,
assignment and transfer may occur without prior approval of the Board of County
Commissioners; and
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WHEREAS, pursuant to applicable federal law the County is required to take
action to grant or deny the application within one hundred twenty (120) days of receipt or
the application shall be automatically deemed approved; and
WHEREAS, it is the County's intent to take any and all appropriate action to
avoid any such automatic approval; and
WHEREAS, the County has required that the Applicant fulfill the obligations of
the Cable Ordinance and the Franchise and provide information on the proposed
transaction including details regarding the legal, financial, and technical qualifications of
the Transferee and such other information as may be in the public interest; and
WHEREAS, the County has relied on information provided by both the proposed
Transferor and the Transferee; and
WHEREAS, the County has required a written "Cable Franchise Transfer
Agreement" from Adelphia, Cable Holdco II, TWNY, and Parnassos, a subsidiary of
Comcast of the terms and conditions of this Resolution and the Franchise as a condition
precedent to the adoption of this Resolution (Cable Franchise Transfer Agreement
attached hereto as Exhibit A);
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, THAT:
Section 1. 81. Lucie County hereby consents to the sale and assignment of the
Adelphia cable television Franchise from Adelphia to Cable Holdco II, a subsidiary of
TWNY, and the subsequent change of control of Cable Holdco II from TWC to
Parnassos, a subsidiary of Com cast, on the condition that within ten (10) business days of
adoption of this Resolution by the Board of County Commissioners, the County is in
receipt of an executed Cable Franchise Transfer Agreement in the form attached hereto.
In the event the County does not receive the executed Cable Franchise Transfer
Agreement within ten (10) business days, the condition precedent will not have been
satisfied and this Resolution will act as a denial without waiving any of the County's
rights pursuant to applicable federal law, thereby avoiding automatic approval.
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 Adelphia under the
cable Ordinance and the cable television Franchise granted pursuant to the Ordinance,
and transferred pursuant to Resolution 394, until such time and except to the extent that
such obligations become the obligations of Transferee as a result of the transfer.
Section 3. That the consent granted herein does not constitute and should not
be construed to constitute a waiver or release of any obligations of Cable Holdco II under
the Cable Ordinance and the cable Franchise transferred pursuant to Resolution, except to
the extent such obligations are satisfied by Adelphia.
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Section 4. That the consent granted herein does not and should not be
construed to constitute a waiver of any right of the County under and any applicable
federal, state and local law including, but not limited to the Cable Ordinance and the
cable television Franchise; and further, this consent shall not prejudice the County's
rights with respect to the enforcement, renewal or subsequent transfer of the cable
television Franchise and any amendments thereto or agreements in connection therewith.
Section 5. That the consent granted herein is conditioned upon execution by
all named parties of the Cable Franchise Transfer Agreement attached hereto.
Section 6. Notwithstanding anything to the contrary, if the County is not in
receipt of the executed Cable Franchise Transfer Agreement in the form attached hereto
within the timeframe required by Section I hereof, the County hereby denies the pending
application to sell and assign the cable franchise currently held by Adelphia to Cable
Holdco II, a subsidiary of TWNY and the subsequent transfer of control of Cable Holdco
II to Pamassos, a subsidiary of Comcast.
Section 7. In the event of a denial of the pending application pursuant to
Section 6 above nothing herein shall be deemed a waiver of the parties' right to re-submit
said application to the County.
Section 8. That the County hereby reserves all of its rights pursuant to
federal, state and local law including, but not limited to the rights in (a) the Franchise
renewal process (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 of
the cable system; (c) the enforcement of the current Cable Ordinance, and the current
cable television Franchise.
Section 9. That the consent granted herein is subject to Cable Holdco II's
compliance with all other applicable legal requirements and the County does not waive
and expressly reserves the right to enforce any non-compliance with the applicable
Ordinance(s) and Franchise requirements that arise subsequent to the closing of the
Adelphia Transaction and the Exchange Transaction.
Section 10.
adoption herein.
That this Resolution shall become effective upon the date of its
The foregoing Resolution was offered by Commissioner Craft, who moved for its
adoption. The motion was seconded by Commissioner Lewis, and upon being put to a
vote, the vote was as follows:
Chairman Frannie Hutchinson
Vice Chair Doug Coward
Commissioner Joseph E. Smith
Commissioner Doug Coward
Commissioner Christ Craft
ABSENT
AYE
AYE
AYE
AYE
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PASSED AND ADOPTED this 18th day of October, 2005.
BOARD OF COUNTY COMMISSIONERS
ST. ~TJØE COUNTY, FLORIDA
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CHAIRMAN
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ATTEST:
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