020-054~G~ CpG~
w `` BOARD OF SUPERVISORS
„yGIN/
Ill
RESOLUTION
CONSENT TO ASSIGNMENT AND CHANGE OF CONTROL
WHEREAS, a cable television franchise has been granted by the County of Frederick,
Virginia ("Franchise Authority") to an entity ("Franchisee") that is an indirect subsidiary of
Adelphia Communications Corporation ("Adelphia"); and
WHEREAS, Adelphia is currently in Chapter 11 bankruptcy proceedings; and
WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005, between
Adelphia and Time Warner NY Cable LLC ("TWNY"), the right to purchase the Franchisee
cable system will be assigned by TWNY to a wholly owned subsidiary of TWNY, Cable Holdco
Exchange V LLC which will purchase the cable system and franchise (the "Adelphia
Transaction"); and
`- WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005, between Time
Warner Cable Inc. and Comcast Corporation ("Comcast"), 100% of the equity securities in the
Comcast subsidiary C-Native Exchange III, L.P. will be exchanged for 100 percent of the equity
securities of Cable Holdco Exchange V LLC whereby that entity will become a 100 percent
indirect subsidiary of Comcast (the "Exchange Transaction"); and
WHEREAS, Franchise Authority has concluded its approval is necessary for the above
described Adelphia Transaction and Exchange Transaction and has been provided an FCC Form
394 and related information for such Transactions; and
WHEREAS, in their response to question #2, Part II -TRANSFEREE/ASSIGNEE, of
FCC 394 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT
OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE Time Warner Cable,
Inc. states that:
"Transferee has no plans to change the current terms and conditions of service
or operations of the system. The cable system will be operated pursuant to the
terms of the current franchisee agreement and applicable laws after the
consummation of the proposed transaction. Transferee reserves the right to
make service and operational changes in accordance with the terms of the
_ current franchisee agreement and applicable laws. "
and,
WHEREAS, the Franchise Authority held a public meeting on August 18, 2005, to inform
residents of this Franchise Exchange Transaction and to receive comments on same; and
WHEREAS, the Franchise Authority is willing to consent to the Adelphia Transaction and
the Exchange Transaction described above.
NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS:
SECTION 1. The foregoing recitals are approved and incorporated herein by reference.
SECTION 2. The Franchise Authority consents to the Adelphia Transaction described
herein.
SECTION 3. The Franchise Authority consents to the Exchange Transaction described
herein, subject to the proposed Assignee's compliance with the notification requirements set forth in
Section 61-11 of the Frederick County, Virginia, Cable Television Franchise Ordinance.
SECTION 4. This Resolution shall be deemed effective upon adoption.
SECTION 5. This Resolution shall have the force of a continuing agreement with the
Franchisee and the Franchise Authority shall not amend or otherwise alter this Resolution without the
consent of the Franchisee.
ADOPTID
this 28`h day of September, 2005.
Upon motion made by Barbara E. van Osten and seconded by
Gina A. Forrester ,the above resolution was approved by the Board
of Supervisors of the County of Frederick, Virginia, at a regular meeting held on September 28,
2005, by the following recorded vote:
Richard C. Shickle
Gary W. Dove
Barbara E. Van Osten
Lynda J. Tyler
Aye Bill M. Ewing Aye
Aye Gene E. Fisher Aye
Aye Gina A. Forrester Aye
Aye
A COPY TESTE:
.~. L~
Jo R. ley, Jr., Clerk
Bo of Supervisors
RESOLUTION NO: 020-OS
C:\CIH\Adelphia FranchiseWdclphie Comcast RES.doc
cc: Cheryl Shiffler, Finance Director
Bill Orndoff, Treasurer
Ellen Murphy, Commissioner of Revenue
COUNTY of FREDERICK
Kris C. Tierney
MEMORANDUM
TO:
FROM:
RE:
DATE:
Board of Supervisors
Kris C. Tierney, Assistant County Administrato~~
Consent Resolution; Adelphia Transfer
September 16, 2005
Assistant County Administrator
540/665-5666
Fax 540/667-0370
E-mail:
kti erney @ co.frederick. va.us
You have before you a "Consent Resolution" pertaining to the transfer of local cable operations from
Adelphia to Time W arner/Comcast. As the Board is aware, the proposed settlement of the Adelphia
bankruptcy proceedings will result in Comcast Corporation and Time Warner Cable Inc. taking over
Adelphia Cable. One of the formalities of this transfer is that localities served by Adelphia each received
« ~~
a Form 394 notice of the proposed franchise transfer. This process provides an opportunity for the
franchiser (locality) to make a due diligence determination as to whether the new entity has the ability to
carry out the provisions of the Franchise Agreement (financially, managerially, etc.). If so, then the
franchiser may consent to the transfer; if not, they may oppose it.
Staff engaged the services of Mr. Douglas W. Harold, Jr. (an attorney out of Stephens City who negotiated
the existing Franchise Agreement with Adelphia on behalf of the County) to review the Form 394 and
advise us of any and all measures that should be taken to protect the County' s interests. We have also
been in regular communication withMs. Phyliss A. Errico, General Council forthe Virginia Association of
Counties and the law firm hired to represent Virginia localities' interests throughout the bankruptcy
proceedings.
As the new provider of cable service within Frederick County, Comcast would be bound by the County's
Cable Ordinance, as well as the existing Franchise Agreement between the County and Adelphia. Despite
this requirement, localities were advised to examine Adelphia's past performance and compliance with
local franchise agreements. This would enable the locality to note in their `consent to transfer' any non-
compliance as items needing to be addressed. In an effort to evaluate Adlephia's performance, staff
requested a number of items from Adelphia. This request was promptly complied with. Staff's review
revealed no issues of noncompliance with the terms of the Franchise Agreement or County Cable
Ordinance.
107 North Kent Street Winchester, Virginia 22601
Consent Resolution for Adelphia Transfer
Board of Supervisors -September 28, 2005
Page 2
In addition to the staff review, and on the advise of Mr. Harold, an advertised public meeting was held
on August 18th, 2005, to receive comments from the public regarding the past performance of Adelphia.
This was an effort to bring to light any issues of which the County might otherwise be unaware. Both
Comcast and Adelphia sent representatives tothe meeting to respond to questions. There were no issues
raised pertaining to compliance with the Franchise Agreement.
If you have any questions or would like more detailed information concerning any aspect ofthis process,
please do not hesitate to contact me.
KCT/cih
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