072-2001 LTC
.
CITY OF MIAMI BEACH
CITY HALL 170C, CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
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L.T.C. No.1:J.-~1
LETTER TO COMMISSION
April 9, 2001
TO:
Mayor Neisen O. Kasdin and
Members of the City Commission
FROM:
Jorge M. Gonzalez
City Manager
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SUBJECT: Cable Television Franchise Transfer
Attached is a letter from Charter Communications advising of the upcoming change in ownership
the cable system from Charter Communications to TCI Cable Partners of 81. Louis, an affiliate of
AT&T.
The Administration will be consulting with the Legal Department on this matter.
JMG:I4:~1)J'\I
c: Murray Dubbin, City Attorney
F:ICLERICLERIFORMSICABLEl.L TC
Charter
COMMUNICATIONS'
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Mr. S"rgiQ RgllFigtu:z
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Re: Cable Television Franchise Transfer
Dear Mr. ~dJ.~!SUf;.L.
In connections with the upcoming change of ownership of your local cable system from
the affiliate of Charter Communications that currently holds the franchise to TCI Cable
Partners of St. Louis, L.P., an affiliate of AT&T Corp., we are forwarding a model
franchise transfer resolution that you should feel free to use in approving the transfer.
Both our company and AT&T are committed to working closely with local franchise
authorities to insure a smooth and expeditious transfer process.
Any questions you may have for AT&T should be directed to Michael Woods, and
written correspondence, including executed resolutions and/or requests for additional
information, if any, should be directed to his attention at 188 Inverness Drive West,
Englewood, Colorado 80112, with a copy to Celeste Vossmeyer, Vice President -
Government Relations, Charter Communications, 12444 Powerscourt Drive, Suite 100,
St. Louis, Missouri 63131. Thank you in advance for your assistance in this matter.
Sincerely,
m~~r
M. Celeste Vossmeyer
Vice President - Government Relations
MCV/mm
12444 Powerscourt Drive. Suite 100 . St. Louis, Missouri. 63131.3660
wltW.clNtrterCCHII.COftJ. ''':314.965.0555. "":314.965.6640
RESOLUTION NO.
RESOLUTION OF THE
CITY OF MIAMI BEACH, FLORIDA
APPROVING THE TRANSFER OF
THE CABLE TELEVISION FRANCHISE
WHEREAS, Interlink Communicatios Partners, LLC ("Franchisee") owns, operates and
maintains a cable television system (the "System") in the City of Miami Beach (the "Franchise
Authority"), pursuant to a franchise agreement and related documents between Franchisee and
the Franchise Authority (the "Franchise"), and Franchisee is the duly authorized holder of the
Franchise;
WHEREAS, Charter Communications, Inc., the ultimate parent of Franchisee, on the
one hand, and TCI Cable Partners of St. Louis, L.P. and TCI Cablevision of Missouri, Inc., on
the other hand, are parties to an Asset Purchase Agreement dated as of February 26, 2001 (the
"Agreement"). The Agreement provides for the transfer of the System and the Franchise to TCI
Cable Partners of St. Louis, L.P. ("Transferee") at the closing of the transaction contemplated by
the Agreement (collectively, the "Transfer");
WHEREAS, Franchisee and Transferee have requested consent by the Franchise
Authority to the Transfer in accordance with the requirements of the Franchise and have filed an
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; and
WHEREAS, following review and investigation, the Franchise Authority has concluded
that the Transferee has established and meets the legal, technical and financial criteria to operate
the System and has satisfied all criteria set forth under all applicable or required municipal or
federal documents, laws and regulations, including FCC Form 394.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to and approves, in accordance
with the Transfer, the transfer of the System and the Franchise to Transferee, and the assumption
by Transferee of the obligations of Franchisee under the Franchise which arise from events or
circumstances occurring from and after the Closing..
SECTION 2. The Franchise Authority confirms that: (a) the Franchise is valid,
outstanding, in full force and effect and expires on January 9, 2011; (b) the Franchise was
properly granted or transferred to the Franchisee; (c) Franchisee is materially in compliance with
the provisions of the Franchise; and (d) there are no defaults under the Franchise, or events
which, with the giving of notice or passage of time, or both, could constitute events of default
thereunder, or would allow the Franchise Authority to cancel, or terminate the rights thereunder,
except upon the expiration of the full term of the Franchise.
SECTION 3. Transferee or its successors or assigns may transfer the System and/or the
Franchise, or control related thereto, to any entity controlling, controlled by, or under common
control with Transferee or its successors or assigns.
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
upon the Closing.
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. The Franchise Authority releases Franchisee, effective upon the
consummation of the transaction contemplated by the Agreement, from all obligations and
liabilities under the Franchise that accrue on and after the consummation of the transaction
contemplated by the Agreement; provided that the Transferee shall be responsible for any
obligations and liabilities under the Franchise that accrue on and after the consummation of the
transaction contemplated by the Agreement.
Authorized by the Franchise Authority this
day of
, 2001.
Signature
Name (please print)
Title
ATIEST:
(Seal)
Clerk
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