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HomeMy WebLinkAboutRES-1995-066 Resolution Granting The Consent of OC to the Transfer of Control of Alert Cable TV of NC, Inc. and Its Cable Television System Form Cablevision Industries Corp. to Time Warner, Inc. ADOPTED BY BOCC - 6126195 SUPERSEDED - 8/22195 V D RESOLUTION #95- A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE TRANSFER OF CONTROL OF ALERT CABLE TV OF NORTH CAROLINA, INC. AND ITS CABLE TELEVISION SYSTEM FORM CABLEVISION INDUSTRIES CORPORATION TO TIME WARNER, INC. WHEREAS, Alert Cable TV of North Carolina, Inc. ("Alert") has the right to install, construct, own, operate and maintain a cable television system("the System")within Orange County("the County") pursuant to a cable television franchise issued by the County (the "Franchise"); and WHEREAS, Alert is currently controlled by Cablevision Industries corporation("CIC") and CIC's principal shareholder, Mr. Alan Gerry, an individual residing in Liberty, New York ("Principal Shareholder"); and WHEREAS, Time Warner, Inc., ("TWI") and CIC and the Principal Shareholder had entered into an Agreement and Plan of Merger in which a wholly owned subsidiary of TWI will merge with and into CIC and, upon completion of the transaction, CIC will become a subsidiary of TWI, and TWI will then control Alert and the System(the "Transfer"); all as set forth in the Agreement and the Supplemental Agreement, each dated February 6, 1995; and WHEREAS, TWI, CIC and Alert have jointly submitted to the County an application on Federal Communications Commission Form 394 for consent to the Transfer and have submitted such other information concerning the Transfer as required by the Franchise and applicable law and as reasonably requested by the County(collectively the "Transfer Application"); and WHEREAS, the County has reviewed the Transfer Application, and the report from its Cable TV Consultant and has examined the legal, financial and technical qualifications of TWI, and the County is concerned about the level of debt already incurred by TWI and the impact said debt may have on Alert's ability to provide service under the existing franchise; and WHEREAS, recognizing that TWI already controls a franchise in this jurisdiction and other franchises in adjoining jurisdictions and if the Transfer is consummated TWI will be the only substantial cable operator in the region and therefore this Transfer may eliminate or reduce competition in the delivery of cable service in the County; and WHEREAS, TWI has publicly stated that it intends to cluster its franchises in regional concentrations in order to provide multimedia and switched business and residential telephone/telecommunications services more efficiently and more effectively. 1 NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners that Orange County hereby approves the transfer application and consents to the transfer to TWI, as described in the transfer application subject to the following conditions which shall become effective if the Transfer is consummated: 1. TWI and Alert: a) agree to be bound by the Cable Television Franchise Ordinance and perform all duties and obligations of the grantee thereunder; b) represent and warrant that it is able to provide, and shall agree to provide to the County and its subscribers all services required under said franchise subject to changes or modifications as permitted under the franchise and applicable law; c) acknowledge and agree that they were, and shall be subject to the regulatory authority of the County as set forth by the Federal Communication Commission; and d) agree to cooperate fully with the County and to obtain from any governmental agency all licenses, permits and other authority necessary for lawful operation and maintenance of the cable television system; and 2. TWI and Alert: a) agree, to the extent that this is not already doing so, to provide service to all public schools and other government facilities passed by cable consistent with franchise requirements; and b) agree, if requested by the County, to provide interactive public bandwidth at cost for the County's use; and 3. TWI and Alert: a) agree, to the extent it is not already doing so, to provide service to commercial, office, and industrial areas of the County in the same manner and to the same extent that it provides service to residential areas; and b) agree within 24 months to interconnect the system with systems in adjoining jurisdictions, as directed by the County, particularly other systems already controlled by TWI and as soon as reasonably possible to upgrade its System so that all adjoining systems already controlled by TWI and the System in this County shall have substantially the same level of service, including programming and PEG access services; and 4. TWI and Alert agree that Alert has recently filed, and the County has approved, a cost of service rate increase utilizing form FCC 1220. Said filing was based in part upon certain Intangible Assets, including Organizational and Franchise Costs, Subscriber Lists, Capitalized Start-Up Losses, and Other Intangibles. Alert and TWI agree that the value of said intangible assets will not be increased as a result of this Transfer and no increase in the value of intangible assets as a result of t his Transfer shall be the basis for a rate increase in the future. 5. TWI and alert agree that within 24 months TWI will merge the system it already controls in Orange County with the System which is the subject of this Transfer and that the resulting system shall serve all of Orange County including that area of Bingham Township in Western Orange County along the Alamance County line. 6. In order to serve residents who would otherwise be served in a competitive environment, Alert and TWI agree within 24 months that service shall be provided to all of Orange County where there is a density of at least ten occupied commercial or residential buildings per mile. 7. In order to allow Alert to recover any financial investment related to these conditions, Alert and the County agree to extend the Franchise term to June 30, 1998. BE IT FURTHER RESOLVED that this resolution shall become effective and continue and remain in effect immediately upon its passage, approval and adoption by the Board of Commissioners and consent by TWI and Alert. In the event TWI and Alert do not consent to this resolution prior to August 22, 1995, then the County denies consent to the transfer. BE IT FURTHER RESOLVED that this action be entered into the Minutes of the Board of Commissioners and that the County Manager is hereby authorized to notify TWI, CIC and Alert of this action in writing by furnishing these companies with an executed copy of this resolution. ADOPTED this day of , 1995. ORANGE COUNTY BY: ATTEST: hairman County Clerk CONSENT: ATTEST: TIME WARNER, INC. By: / /95 President Secretary ATTEST: ALERT CABLE TV OF NORTH CAROLINA, INC. By: / /95 / 95 President Secretary