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HomeMy WebLinkAboutOrdinance No. 2000-15 ORDINANCE NO. 2000-15 AN ORDINANCE OF THE CITY OF FRIENDSWOOD, TEXAS, PROVIDING FOR THE TRANSFER OF CONTROL OF THE CITY OF FRIENDSWOOD, TEXAS, CABLE TELEVISION FRANCHISE, INITIALLY GRANTED TO TCI-TKR OF HOUSTON AND SUBSEQUENTLY TRANSFERRED TO TEXAS CABLE PARTNERS, L.P., FROM TIME WARNER, INC., TO AOL TIME WARNER, INC.; IMPOSING CERTAIN CONDITIONS FOR CONSENT; PR�JV�DING FOR OTHER MATTERS RELATED TO THE SUBJECT; Ai�Ill �ROVIDING FOR SEVERABILITY. :x * * � � WHEREAS, pursuant to Ordinance No. 98-30, passed, approved, and adopted on November 2, 1998, the City of Friendswood, Texas (the "Franchise Authority" or the "City"), subject to certain terms and conditions, consented to the transfer of that certain Cable Television Franchise Agreement by and between the City and TCI-TKR of Houston, Inc., adopted pursuant to Ordinance No. 95-6 (the "Franchise"), to Texas Cable Partners, L.P. ("TCP"), consented to a change in Actual Working Control of the Franchise to Time Warner Cable ("TWC"), a subsidiary of Time Warner, Inc. ("TWI"), and consented to a Change of Control from Tele-Communications, Inc., to AT&T Corp.; and WHEREAS, TWI and America Online, Inc. ("AOL") are parties to that certain Agreement and Plan of Merger dated as of January 10, 2000 (the "Agreement"), whereby TWI and AOL will each merge into wholly-��E��ed subsidiaries of a new Delaware corporation, AOL Time Warner, Inc. ("AOL-TWI"), whereby AOL-TWI will become the ultimate parent of both AOL and TWI; and WHEREAS, TWI has represented to the Cify that the current holder of the Franchise, TCP and the current manager of the Franchise and the System, TWC, will continue to exist as subsidiaries of AOL-TWI; and WHEREAS, TWI has requested the City's consent to the Transfer of Control contemplated by the Agreement; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: Section 1. Tre facts �i�a ,:.�tter� �;,*. :�rth in the preamble of this Ordinance are hereby found to be true and c�rrect. CLATC\AOL TRANSFER-Revised\5/30/00 Section 2. Subject to the conditions stated herein and the requirements of the Franchise, the City Council hereby consents to the Transfer of Control of the Franchise from TWI to AOL-TWI. Section 3. The consent to the Transfer of Control granted herein is expressly conditioned upon and subject to the following: a) The terms, conditions, and requirements of the Franchise; b) The terms, conditions, and requirements specified in Ordinance No. 98-30, passed, approved, and adopted on November 2, 1998; and c) TCP's agreement, expressed by acceptance of this Ordinance, that (i) in the event TCP provides internet and on-line services through its cable facilities and/or provides access to its cable facilities to any other person or entity for the provision of internet and on-line services, such services and access shall be deemed "cable services," unless and until such services and access are deemed by applicable law to be other than cable services; (ii) all revenues collected by TCP from the cable services described in (i) above shall be included in the definition of "Gross Revenues" under the Franchise, unless and until such services and access are deemed by applicable law to be other than cable services; (iii) in the event internet �nd on-line services are deemed by applicable law to be other than cable services, TCP shall obtain, or cause its parent, subsidiaries, affiliates, or other persons or entities to obtain, a separate franchise from the City to provide such services within the City through TCP's cable facilities, provided the City has the authority, under applicable law, to require such a separate franchise; and (iv) TCP shall not attempt to circumvent the intention of this provision to pay franchise fees on revenues collected from internet and on-line services and revenues collected from allowing access to its cable facilities for the provision of such services by allowing a parent company, subsidiary, or affiliate to provide such services or to have such access without compensation to TCP for the use of its cable facilities. d) TCP shall �le with the City Secretary a written statement, within thirty (30) days of the adoption of this Ordinance, duly executed in the following form: "To The Honorable Mayor and City Council of the City of Friendswood, Texas: For itself, its successors, and assigns, Texas Cable Partners, L.P., a Delaware limited partnership duly authorized to do business in the State of Texas, hereby agrees to be bound by the terms, conditions, and provisions of the City of Friendswood, - 2 - CLATC\AOL TRANSFER-Revised\5/30/00 Texas, Ordinance No. 2000-15, passed, approved, and adopted on June 5, 2000. TEXAS CABLE PARTNERS, L.P. By: Its: Dated this day of , 2000." Failure to file the statement in the form and manner required shall mean there is no consent to the Transfer of Control of the Franchise from TWI to AOL-TWI. Section 4. In the event any clause phrase, provision, sentence, or part of this Ordinance or the application of the same to any person or circumstances shall for any reason be adjudged invalid or held unconstitutional by a court of competent jurisdiction, it shall not affect, impair, or invalidate this Ordinance as a whole or any part or provision hereof other than the part declared to be invalid or unconstitutional; and the City Council of the City of Friendswood, Texas, declares that it would have passed each and every part of the same notwithstanding the omission of any such part thus declared to be invalid or unconstitutional, whether there be one or more parts. PASSED AND APPROVED on first reading this June 5, 2000. PASSED, APPROVED, and ADOPTED on second and fmal reading this 19th day of June, 2000. i Harold Whitaker Mayor AT ST: • ,� . eloris McKenzie, RM City Secretary - 3 - CLATC�AOL TRANSFER-Revised\5/30/00