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CABLE TELEVISION (5) .. We -.- ~. RESOLUTION NO. 02-46 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPROVING THE TRANSFER OF THE FRANCHISE TO OPERATE A CABLE TELEVISION SYSTEM IN THE CITY OF CLEARWATER FROM TIME WARNER ENTERTAINMENT - ADVANCE/NEWHOUSE PARTNERSHIP TO A WHOLLY-OWNED SUBSIDIARY AND MANAGEMENT THEREOF BY ADVANCE/NEWHOUSE PARTNERSHIP; PROVIDING AN EFFECTIVE DATE. WHEREAS, Time Warner Entertainment - Advance/Newhouse~ Partnership ("TWE-NN") is the holder of a franchise (the "Franchise") to provide cable television service for the City of Clearwater pursuant to Ordinance No. (The "Franchise Ordinance"); and WHEREAS, TWE-NN has formed a ,new wholly-owned subsidiary, TWEAN Subsidiary, LLC ("Subsidiary") to be managed by Advanced/Newhouse, one of TWE- NN's general partners; and WHEREAS, such Subsidiary will be bound to the terms and conditions of the Franchise Ordinance; and WHEREAS, the Franchise Ordinance requires that prior to a transfer of the Franchise, the City must grant its prior written consent thereto; and WHEREAS, TWE-NN and TWEAN Subsidiary have submitted a written application (the "Application") requesting consent by the City to the transfer of the Franchise from TWE-NN to TWEAN Subsidiary; now, therefore, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The transfer of the Franchise to TWEAN Subsidiary, LLC, a wholly- owned subsidiary of TWE-NN (including such other names that hereafter may be adopted by such Subsidiary) and the exercise of day-to-day management of the Subsidiary by the Advance/Newhouse Partnership is hereby approved. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 3rd day of October ,2002. Resolution No. 02-46 ir'"-,, BrjL~ Mayor-Commissioner - Approved as to form: Attest: U 1<-~ ~~_ Pamela K. Akin City Attorney 2 Resolution No.02-46