RES-9273 Transfer of Control of Cable Television FranchiseRESOLUTION NO. 9273
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ORANGE APPROVING A TRANSFER OF
CONTROL OF THE CABLE TELEVISION
FRANCHISE GRANTED TO TIME WARNER
ENTERTAINMENT, ADVANCEI NEVVUOUSE
PARTNERSHIP
VVUEREAS, Time Warner Entertainment, Advance/Newhouse Partnership ("TWE-
MIP"), is the holder of a non-exclusive cable television franchise to provide cable
television services within the City of Orange ("Cable Franchise");
and VVUEREAS, TWE-ANP is a subsidiary of Time Warner, Inc. ("
TWI"); and VVUEREAS, TWI and America Online, Inc. ("AOL") have entered into
an agreement and Plan of Merger dated as of January 16,2000 (the "
Transaction"); and VVUEREAS, if the merger is approved by applicable Federal agencies,
the Transaction will result in a stock-for-stock merger in which TWI and AOL will
merge with subsidiaries of an newly
formed holding company; and VVUEREAS, as a result of the Transaction both TWI and
AOL will become wholly owned subsidiaries of the new company, AOL
Time Warner, Inc.; and VVUEREAS, the City has determined that the Transaction
constitutes a change of control and requires approval of
the City Council; and VVUEREAS, TWE-ANP will remain as the cable franchisee and
will be bound by the tenus and conditions
of the Cable Franchise; and VVUEREAS, AOL and TWI have signed
a memorandum of understanding which adopts, in general principal, that TWI subscribers will be able
to select other Internet Service Providers other
than AOL or Road Runner.NOW, THEREFORE, BE IT RESOLVED by the City Council
of the
Section I:
That upon the filing by TWE-ANP, as a subsidiary of AOL Time Warner, Inc., of
a written acceptance of the terms and conditions of the Cable Franchise and Title 13, Chapter
III, ~Sections 13.80 et seq., of the Orange Municipal Code, in a form satisfactory to the
City Attorney, that the transfer of control anticipated by the Transaction will be
approved.Section
II:That the transfer is contingent upon the approval by appropriate federal agencies of
the
Transaction.Section
III:That the City reserves all rights under the Cable Franchise and TWE-ANP
continues to assume all obligations of the Cable Franchise and shall assert no defenses which could
not be asserted absent the transfer
of control.
Section IV:That TWE-ANP shall, as a condition precedent to such transfer, pay to
the City the amount of $2,500, to reimburse the City for its out-of-pocket
costs in
reviewing the transfer.Section V:That TWE-ANP agrees that it intends to afford its customers a
choice of ISP's on the cable television system. TWE-ANP shall provide periodic reports,
at the request of the City, on its progress toward accomplishing that
goal. Notwithstanding anything to the contrary, TWE-ANP agrees to comply with all lawful federal,
state and local requirements with respect to nondiscriminatory access to its cable system for ISP's;
provided that prior to the enactment of any such requirement by the City, TWE-
ANP shall be given reasonable notice and an opportunity to be heard, including the right to
present evidence on any findings made by the City with respect to such a requirement. This provision
shall not be construed as a waiver by either the City or TWE-ANP
of any rights, obligations, claims, defenses or remedies
regarding
the City's authority to impose such
conditions.ADOPTED this 25th day
ATTEST:
T'
4~~ii~./At.d:
Cassandra J. Cathc ,CIty Clerk of the CIty of Orange
I hereby certify that the foregoing Resolution was duly and regularly adopted by the
City Council of the City of Orange at a regular meeting thereof held on the 25th day of July,
20100, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
COUNCIL MEMBERS: MURPHY, SLATER, COONTZ, SPURGEON, ALVAREZ
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
ange
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