Res 94-116RESOLUTION NO. 94-116
A RESOLUTION OF THE CITY OF POWAY, CALIFORNIA
APPROVING A CABLE TELEVISION FRANCHISE TRANSFER
FROM TIME WARNER ENTERTAINMENT COMPANY, L.P., TO
TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP
WHEREAS, Time Warner Entertainment Company, L.P., (TWE) the parent of
Southwestern Cable TV, is the holder of a franchise (Franchise) to provide
cable television service for the City of Poway; and
WHEREAS, TWE with Advance Publications and Newhouse Broadcasting
Corporation will create a new joint venture cable operation to be called Time
Warner Entertainment-Advance/Newhouse Partnership; and
WHEREAS, the joint venture will be managed by TWE and be two-thirds
owned by TWE and one-third owned by Advance/Newhouse, a partnership of
Newhouse Broadcasting and Advance Publications, Inc.; and
WHEREAS, the Time Warner Entertainment-Advance Newhouse Partnership will
be bound by the terms and conditions of the Franchise subject to applicable
law; and
WHEREAS, the Transaction constitutes a franchise transfer pursuant to
Section 5.60.045 of the Poway Municipal Code and a change in ownership and/or
control within the meaning of Section 5.60.050 of the Poway Municipal Code;
and
WHEREAS, consent of the City is required prior to consummation of the
Transaction; and
WHEREAS, the Franchisee has, in writing, requested the consent of the
City to the Transaction; and
WHEREAS, the City has reviewed the application of the Franchisee and has
determined that it would be in the public interest, pursuant to the criteria
specified in Sections 5.60.045 and 5.60.050 of the Poway Municipal Code to
approve said Transaction.
NOW, THEREFORE, the City Council of the City of Poway does hereby
resolve as follows:
Section 1
The Transaction, which is more fully described in the preamble to this
Resolution and which constitutes both a franchise transfer from the Franchisee
to Time Warner Entertainment-Advance/Newhouse Partnership, and a change in
ownership of the Franchisee is hereby conditionally approved subject to the
terms and conditions specified in Section 2.
Section 2
The approvals contained in Section 1 hereof are conditioned upon the
fulfillment of the following conditions by the Franchisee and/or Time Warner
Entertainment-Advance/Newhouse Partnership within thirty (30) days of the
closing of this Transaction.
Resolution No. 94-116
Page 2
The delivery of a written unconditional consent and acceptance of the
terms and conditions of this Resolution and the Franchise by Time Warner
Entertainment-Advance/Newhouse Partnership in a form to be prior
approved by the City Attorney or his designee.
An agreement executed by an authorized representative of Time Warner
Entertainment-Advance/Newhouse Partnership, in a form to be prior
approved by the City Attorney or his designee, promising and warranting
that the operational control and management of the Franchisee will be
maintained by Time Warner and that said operational control and
management will not be transferred or assigned to any other party
without prior written approval of the City.
Unless said agreements are delivered to the City within thirty (30) days
of the closing of the Transaction, this Resolution, and the consents and
approvals contained therein, shall be expired and become null and void
as if never given.
Section 3
The consents and approvals contained herein are hereby expressed to be the
minimum consents and approvals necessary pursuant to Sections 5.60.045 and
5.60.050 of the Poway Municipal Code, and by accepting the consents and
approvals, the Franchisee or Time Warner Entertainment-Advance/Newhouse
Partnership. agre~ that they shall not utilize the adoption of this
Resolution, or the consents and approvals contained herein, as the basis,
evidence of, or justification for a subsequent discretionary approval of the
City including, but not limited to, an application or request for a rate
increase of any kind or subsequent franchise transfer and/or change in
ownership or control of the franchise.
APPROVED, PASSED, AND ADOPTED by the City Council of the City of Poway,
California, at a regular scheduled meeting thereof, this 15th day of November,
1994.
ATTEST:
Don Higginson, May(~/~z/
Marjor~e ~ Wahlsten, City Clerk
~J
Resolution No. 94- 116
Page 3
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do hereby
certify that the foregoing Resolution, No. 94-116 was duly adopted by the
City Council at a meeting of said City Council held on the 15th day of
November, 1994, and that it was so adopted by the following vote:
AYES: CAFAGNA, CALLERY, EMERY, SNESKO, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
Wahlsten, City Clerk