Ordinance No. 8,9122000.0523 -1
ORDINANCE NO. 8912
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, PROVIDING FOR THE TRANSFER OF CONTROL OF THE BAYTOWN,
TEXAS, CABLE TELEVISION FRANCHISE, INITIALLY GRANTED TO TCI
CABLEVISION OF TEXAS, INC., AND SUBSEQUENTLY TRANSFERRED TO
TEXAS CABLE PARTNERS, L.P., FROM TIME WARNER, INC., TO AOL TIME
WARNER, INC.; IMPOSING CERTAIN CONDITIONS FOR CONSENT;
PROVIDING FOR OTHER MATTERS RELATED TO THE SUBJECT; AND
PROVIDING FOR SEVERABILITY. .
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WHEREAS, pursuant to Ordinance No. 8443, passed, approved, and adopted on the 12 "' day of
November, 1998, the City of Baytown, 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 Cablevision of Texas, Inc., adopted pursuant to Ordinance
No. 8172, dated January 22, 1998, and Ordinance No. 8113, dated October 23, 1997 (collectively 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 wholly -owned 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 -owned 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 City that the current holder of the Franchise, TCP,
and the current manager of the Franchise and the System, TWC, will continue to exist as wholly -owned
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 BAYTOWN, TEXAS:
Section 1: The facts and matters set forth in the preamble of this Ordinance are hereby
found to be true and correct.
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. 8443, passed,
is approved, and adopted on the 12" day of November, 1998; and
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C) TCP's agreement, expressed by acceptance of this Ordinance, that (i) all revenues
collected by TCP, its parent, subsidiaries, or affiliates from the provision of internet
and on -line services and access provided through TCP's cable modem platform within
the City shall be included in the definition of "Gross Revenues" under the Franchise,
whether specifically identified therein or not, so long as such services and access are
deemed by applicable law to be "cable services," (ii) in the event such services are
deemed by applicable law to be other than cable services, TCP shall obtain, or cause its
parent, subsidiaries, affiliates, or others to obtain, a separate franchise from the City to
provide such services within the City through TCP's cable modem platform, and (iii)
TCP shall not attempt to circumvent the intention of this provision to pay franchise fees
on internet and on -line services and access by allowing a parent company, subsidiary,
or affiliate to provide such services without compensation to TCP for the use of its
cable modem platform.
Section 4: This Ordinance shall be deemed effective only upon the closing of the
Agreement between American Online, Inc., and Time Warner, Inc., and upon filing with the City
Clerk of a written statement, within ten (10) days thereof, duly executed in the following form:
To The Honorable Mayor and City Council of the City of Baytown, 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 Baytown, Texas,
Ordinance No. _, passed, approved, and adopted on the 23`d day of May, 2000.
TEXAS CABLE PARTNERS, L.P.
Signature
Printed Name
Title
Date
Section 5: 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 Baytown, 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.
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INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown, Texas, this 23`d day of May, 2000.
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GAR W. MITH, City Clerk
APPROVED AS TO FORM:
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ACIO RAMIREZ, SR. C1 y Attorney
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.� C.
PETE C. ALFARO, Aayor