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RESOLUTION NO. /P,O~--~,~
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING THE TRANSFER OF THE CABLE
TELEVISION FRANCHISE FROM COMCAST
CABLEVISION OF WEST PALM BEACH TO
ADELPHIA COMMUNICATIONS CORPORATION;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Comcast Cablevision of West Palm Beach, Inc. (the "Franchisee")
currently owns and operates a cable television system (the "System") in the City of Boynton
Beach (the "Franchise Authority") and is the duly authorized holder of a franchise, granted by
the Franchise Authority (as amended to date, the "Franchise"); and
WHEREAS, Comcast Corporation, the parent company of the Franchisee, and
Adelphia Communications Corporation ("Adelphia") have entered into an agreement (the
"Exchange Agreement"), dated May 25, 1999, pursuant to which Comcast has agreed to
transfer substantially all of the assets of the System including its fights under the Franchise,
to Adelphia or its subsidiaries in a series of transactions in which (i) the Franchise, through a
series of internal transactions, shall be assigned to Comcast Cablevision of West Palm Beach,
LLC (the "New Franchisee"); and (ii) all of the New Franchisee's interest in the New
Franchisee will be transferred to Montgomery Cablevision Associates, L.P. ("Transferee"), a
wholly-owned indirect subsidiary of Adelphia (the "Transactions"); and
WHEREAS, Franchisee and Transferee have requested consent by the Franchise
Aut~ofity to the Transactions in accordance with the requirements of the Franchise and have
filed an FCC Form 394 (the "Transfer Application") with the Franchise Authority describing
both the Transferee and the Transactions; and
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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, the Franchise is in full force and effect without default thereunder by
Franchisee as of the date hereof in accordance with its terms and conditions as set forth
therein, and Transferee has agreed to comply with the Franchise and applicable law fi:om and
after the completion of the transfer; and
WHEREAS, the Franchise Authority believes it is in the interest of the Franchise
Authority to approve the Transfer Application and the transfer of control of the Franchise to
Transferee, all as described in the Transfer Application.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
being tree and correct and are hereby made a specific part of this Resolution upon adoption
hereof.
Section 2. The Franchise Authority hereby consents to the Transactions, all in
accordance with the terms of the Franchise.
Section 3. 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, and (c) Franchisee is materially in compliance with the
provisions of the Franchise and there exists no fact or circumstance known to the Franchise
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Authority which constitutes or which, with the passage of time or the giving of notice or
both, would constitute a material default or breach under the Franchise 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 4. This Resolution shall be deemed effective for purposes of the
Transactions upon the consummation of the transactions contemplated by the Exchange
Agreement.
Section 5.
its subsidiaries, effective upon the consummation of the Transactions contemplated by the
Exchange Agreement, from all obligations and liabilities under the Franchise that accrue on
and after the consummation of the Transactions contemplated by the Exchange Agreement;
provided that the New Franchisee shall be responsible for any obligations and liabilities
under the Franchise that accrue on and after the consummation of the Transactions
contemplated by the Exchange Agreement.
Section 6. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 7. If any clause, section, other part or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
Section 8. This Resolution shall become effective upon adoption.
The Franchise Authority releases Comcast Corporation and each of
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PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF
;OYNTON BEACH, FLORIDA, THIS
SUE KRUSE,~M~fAAE, CITY CLERK
APPdVED ~S ~,0 FORM:
~ DAY OF ~.taq ,2000.
COMMISSIONER
C~ SSIONE ~ae/'i
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