Resolution 2000-453
RESOLUTION NO. 2000 --ill
RESOLUTION OF COUNTY OF COLLIER, FLORIDA,
APPROVING TRANSFER OF CABLE TELEVISION
FRANCHISE FROM MEDlAONE TO COM CAST
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WHEREAS, MediaOne Enterprises, Inc. ("Franchisee") owns, operates and
maintains a cable television system (the "System") in the County of Collier, Florida
pursuant to authorization from the Board of County Commissioners (the "Franchise
Authority"), and the Franchise Agreement, dated August 5, 1997, as amended by the First
Amendment to MediaOne Franchise Agreement, ("the Franchise") and Franchisee is the
duly authorized holder of the Franchise; and
WHEREAS, AT&T Corp., the ultimate parent of Franchisee ("AT&T"), and
Comcast Corporation ("Comcast") are parties to an Asset Exchange Agreement dated as
of August 11, 2000 (the "Exchange Agreement"). The Exchange Agreement provides for
the transfer of the System and the Franchise to Comcast Cable vision of the South, Inc.
("Transferee") at the closing of the transaction contemplated by the Exchange Agreement
(collectively, the "Transfer"); and
WHEREAS, Franchisee and Transferee have requested consent by the Franchise
Authority to the Transfer in accordance with the requirements of the Franchise and
Collier County Ordinance No. 88-90, as amended, and have filed a FCC Form 394
("Transfer Application") with the Franchise Authority requesting consent to the Transfer;
and
WHEREAS, the Franchise Authority has reviewed the Transfer Application,
examined the legal, financial and technical qualifications of Transferee, followed all
required procedures in order to consider and act upon the Transfer Application, and
considered the comments of all interested parties.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that:
SECTION 1. After Incorporating herein the foregoing recitals, and pursuant to
County Ordinance No. 88-90 as amended by County Ordinance No. 96-15, including
Subsection 30-42 (m)(l) of the Code of Laws and Ordinances, the Board of County
Commissioners ("Franchise Authority") hereby consents to the applied-for Transfer, all
in accordance with the terms of the Ordinance, and of the Franchise as now amended.
SECTION 2. The Franchise Authority confirms that (a) the Franchise was
properly granted or transferred to Franchisee; (b) the Franchise represents the entire
understanding of the parties and Franchisee has no obligations to the Franchise Authority
other than those specifically stated in the Franchise or otherwise required by law; (c) the
Franchise is in full force and effect; and (d) since issues regarding delays in up-grading
service throughout the Pelican Bay area are being amicably resolved, Franchisee appears
to the Franchising Authority to be in compliance with provisions of the Franchise. Also
given the amicable resolution of the upgrade delay issues, there is no presently existing
fact or circumstance known to the Franchise Authority which constitutes, or which could
constitute, a material default or breach under the Franchise, or which would authorize the
Franchise Authority to cancel or terminate the Transferee's rights thereunder, except
upon the expiration of the full term of the Franchise.
SECTION 3. Transferee may transfer the System and/or the Franchise, or
control related thereto only to any entity then controlling Transferee, controlled by
Transferee, or under common control with Transferee. This consent shall not be
construed to constitute any waiver of any right the Franchise Authority or the Transferee
has or may have under applicable law, including and not limited to the Ordinance or the
Franchise Agreement, as amended. Further, this consent shall not prejudice either party's
rights with respect to enforcement, renewal or subsequent transfer of the current
Franchise and any future amendments thereto.
DCLIB02:37S06S-1
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SECTION 4. The Franchise Authority hereby 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 5. This Resolution shall be deemed effective for purposes of the
Transfer concurrently with the closing of the transaction contemplated by the Asset
Exchange Agreement. Transferee shall within thirty (30) days thereafter notify the
Franchising Authority that the closing has been completed and that said Transferee is
thereafter bound by the Franchise Agreement, as amended. In the event the proposed
transaction between Transferee and AT&T does not close on or before March 1,2001,
and provided that the provisions of the now existing Asset Exchange Agreement are not
materially or substantially different from the provisions described in FCC Form 394 and
exhibits thereto, the approval granted by this Resolution shall be null and void unless
reinstated by the Franchise Authority, which reinstatement shall not be unreasonably
withheld.
SECTION 6. This Resolution shall have the force of a continuing agreement
with Franchisee and Transferee, and Franchise Authority shall not amend or otherwise
alter this Resolution without the consent of Franchisee and Transferee.
SECTION 7. Provided Transferee agrees to be responsible for all obligations
and liabilities under the Franchise, and subject to Franchisee paying to the County in full
all fees as then accrued up to the effective date of the closing, the Franchise Authority,
effective automatically upon the closing of the transaction contemplated by the Asset
Exchange Agreement, releases the Franchisee from all obligations and liabilities under
the Franchise which accrue on and after said closing date.
SECTION 8. The Franchise authority believes and hereby finds that it is in the
interests of unincorporated Collier County and the residents of unincorporated Collier
County to approve the subject Transfer Application, and, therefore, the transfer and
control of the Franchise to Transferee, all as described in the Transfer Application, IS
HEREBY APPROVED.
SECTION 9. This Resolution shall be effective immediately upon adoption.
Adopted this ~day of December 2000 after motion, second and majority vote in
".favor of adoption.
, . AT1EST/~: ":c, ': '
. D~LGHt:'E: ,,~'ROCK, Clerk
By:M~~ ~' - ./
Deputy Cler
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, F ORIDA
aIrman
Approved as to form and
Legal sufficiency:
~M~~
Thomas C. Palmer,
Assistant County Attorney
DCLlB02:375065-(
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Comcast Cablevision
of West Florida. Inc,
PO, Box 1178
Sarasota. FL 34230
(941) 371-4444
@omcast
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November 27,2000
Mr. Doug Essman, Cable Franchise Coordinator
Collier County Government
Utility and Franchise Regulation Department
Collier Business Plaza, Suite 210
3050 North Horseshoe Drive
Naples, Florida 34104
Re: Agreement Regarding Franchise Fee on Cable Modem Services
Dear Mr. Essman:
This Letter embodies the agreement between Collier County, Florida and
Comcast regarding the inclusion of cable modem service in the definition of "gross
revenues" for the purposes of calculating the franchise fee to be paid to Collier County by
Com cast. Comcast agrees to pay to the County franchise fees on its cable modem service
throughout the term of the Franchise Agreement unless in accordance with applicable and
Federal law controlling in Collier County, such cable modem service is determined and
defined not to be a "Cable Service."
We look forward to working with Collier County and to being the premiere cable
services provider to the citizens of Collier County.
J;I J;L
Steve Dvoskin
Area V ice President, General Manager