HomeMy WebLinkAbout4255 Ordinance o . 4255
(Appealing or Repealing Ordinances)
Passed - 10/17/2017
Approving the indirect change of control of Astound Broadband, LLC a/b/a
Wave with conditions and establishing an effective date.
ORDINANCE NO. 4Z55
i
AN ORDINANCE of the City Council of the
City of Kent, Washington, approving the indirect
change of control of Astound Broadband, LLC d/b/a
Wave with conditions and establishing an effective
date.
RECITALS
A. On April 7, 2015, the City of Kent (the "City") adopted
Ordinance No. 4144 granting a nonexclusive telecommunications franchise
to Astound Broadband, LLC d/b/a Wave (the "Franchisee") to operate a
telecommunications system (the "System") within the city limits of the City
of Kent, with an effective date of April 15, 2015 (the "Franchise"); and
B. Franchisee is a wholly-owned, indirect subsidiary of Wave
Holdco, LLC, a Delaware limited liability company ("Wave Parent'); and
C. On May 18, 2017, Radiate HoldCo, LLC, a Delaware limited
liability company ("Radiate HoldCo"), Wave Parent, and WaveDivision
Holdings, LLC, a Delaware limited liability company controlled by Wave
Parent, entered into a definitive agreement pursuant to which Radiate
HoldCo will acquire Wave Parent from its current majority owners (the
"Transaction"); and
1 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
D. Radiate HoldCo is a wholly-owned, indirect subsidiary of, and
is controlled by, Radiate Holdings, L.P. a Delaware limited partnership '
("Radiate Parent"); and
E. As a result of this Transaction, Radiate Parent will acquire
ownership of Wave Parent and control of the Franchisee; and
F. Section 28 of the Franchise requires that the Franchisee
receive the consent of the City for any indirect change of control including
such indirect change of control that will occur as a result of this
Transaction; and
G. The consent of the City to the indirect change of control that
will occur as a consequence of the closing of the Transaction shall not
constitute a waiver or release of any rights the City or Franchisee may
have under the Franchise; and
H. The City Council deems it to be in the public interest to grant
the requested consent; NOW THEREFORE,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
ORDINANCE
SECTION 1. - Consent. The City hereby consents to the indirect
change of control that will occur as a consequence of the closing of the
Transaction and in accordance with the terms of applicable law, subject to
and contingent on the fulfillment of the conditions set forth in Section 2.
SECTION 2. - Section 1 of this Ordinance is contingent on the
fulfillment of the following condition: Radiate Parent shall acknowledge
that the indirect change of control will not affect, diminish, impair or
supersede the binding nature of the Franchise and any other ordinances,
2 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
resolutions, and agreements, if any, applicable to the operation of the
System in the City. Further, Radiate Parent shall acknowledge that the
Franchisee shall remain responsible for any and all non-compliance issues,
if any, under the Franchise and any other ordinances, resolutions, and
agreements, if any, applicable to the operation of the System in the City
that may have arisen prior to or that may arise contemporaneous with or
after the closing of the Transaction.
SECTION 3. - Following the indirect change of control and the
City's receipt of the written acknowledgement from Radiate Parent
required by Section 2, the Franchise shall remain in full effect through the
remainder of the Franchise term. The Transaction and the City's consent
to the indirect change of control do not modify the terms of the Franchise.
Franchisee remains responsible for any obligations and liabilities under the
Franchise. The City's consent to the indirect change of control shall not be
construed to constitute a waiver or release of any rights the City may have
now or in the future under federal, state or local law, the Franchise, or any
separate written agreements, if any, between the City and the Franchisee
that relate to the Franchise.
SECTION 4. - By consenting to this indirect change of control, the
City expressly reserves and does not waive or release any rights of the
City in and to the rights-of-way as provided by state law and the Kent
Municipal Code, nor does the City waive or release any claim or issue of
non-compliance it may have, known or unknown, now or in the future
related to the Franchise.
SECTION 5. - Written acknowledgement as provided in Section 2
has been filed by Radiate Parent with the City Clerk. If any of the
construction and completion bonds, security funds or insurance are
amended as a result of the indirect change of control, then Franchisee
shall file with the City Clerk such revised bonds, security funds or evidence
3 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
of insurance within sixty (60) days of the date of the closing of the
Transaction.
SECTION 6. - To the best of the City's knowledge and belief, there
are no existing facts or circumstances that with or without the giving of
notice or the passage of time, or both, would constitute a default of any
term or condition of the Franchise.
SECTION 7. - Severability. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
SECTION 8. - Corrections by City Clerk or Code Reviser. Upon
approval of the city attorney, the city clerk and the code reviser are
authorized to make necessary corrections to this ordinance, including the
correction of clerical errors; ordinance, section, or subsection numbering;
or references to other local, state, or federal laws, codes, rules, or
regulations.
SECTION 9. - Effective Date. This ordinance shall take effect and
be in force five days after its publication as provided by law.
Z 7E COOKE, MAYOR Date A proved
ATTEST:
OL
KIIY.RMY A, OTO, CITY CLERK Date Ad pted
4<i VhbW1q to I Zo I i-I
Date Published
4 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
APPROVED AS TO FORM:
TOOMBRUBAKER, CITY ATTORNEY
5 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
STATEMENT OF ACKNOWLEDGEMENT
WHEREAS, the City Council of the City of Kent, Washington, has acknowledged the
pending transaction (the "Transaction") between Wave Holdco, LLC, WaveDivision Holdings,
LLC ("Wave"), the parent companies of Astound Broadband d/b/a Wave ("Franchisee"), and
Radiate Holdco, LLC, a wholly-owned, indirect subsidiary of Radiate Holdings, L.P. ("Radiate")
and has consented to the resulting indirect change of control of the Franchisee, the holder of the
telecommunications franchise (the "Franchise") issued by the City to the Franchisee as
Ordinance No. 4144.
NOW, THEREFORE, Radiate, hereby acknowledges said Franchise and all the terms and
conditions thereof, and files this, its written acknowledgement of the indirect change of control
of the Franchisee.
Radiate hereby acknowledges that the indirect change of control will not affect, diminish,
impair or supersede the binding nature of the Franchise and any other ordinances, resolutions,
and agreements, if any, applicable to the operation of the System in the City. Radiate hereby
agrees that, Franchisee will comply with the Franchise, and remain subject to the Franchise, the
Kent Municipal Code and all applicable federal and state laws, lawful orders, contracts,
agreements, commitments, and regulatory actions. Radiate affirms that all bonds, security funds
and insurance required by the Franchise remain in full effect and in place. Further, Radiate
acknowledges that the Franchisee shall remain responsible for any and all non-compliance
issues, if any, under the Franchise and any other ordinances, resolutions, and agreements, if any,
applicable to the operation of the System in the City that may have arisen prior to or that may
arise contemporaneous with or after the closing of the Transaction.
This Statement of Acknowledgement is contingent upon the consummation of the
Transaction.
IN TESTIMONY WHEROF, Radiate, has caused this written Statement of
Acknowledgement to be executed in its name by its duly authorized officer on this /6 day
of &C?ve�y 12017.
RADIATE HOLDINGS, L.P,
yam,
By:
Name Printed: Jeffrev Kramp
Title: EVP, Secretary & General Counsel
yr v ...-/6.............._, 2017
(ERZ 1613652.DOC;1/00005.080026/)6
STATE OF / )
! )ss.
COUNTY OF�� )
I certify that I know or have satisfactory evidence that s the
person who appeared before me, and said person acknowledged that he si,x ed this insu Inlent,
on tl stated t iat he was authorized to execute the instrument and acknowledged it as the '
of 7 , to be the free and voluntary act of such party for the
uses LL d purposes Inc itio'I °X in the instrument.
DATED: _
LISAq. PALLADINO Printed:
NOTARY PUBLIC Y STATE OF NEW JERSEY Notar Public in and fo !
INY COMMISSION EXPIRES FEB. 78,2021 My appointment expires:
Received by the City of Kent on g 12017
By:
City Clerk Imberly Komoto
tERZ 1613652.DOC,1/00005.080026/}7
yow�r
ECEIVED
P�FRCN, AUG 1 7 2017
CITY OF KENT
CITY CLERK
August 16, 2017
`RECEIVED
Kimberly Komoto, City Clerk
City of Kent, City Hall
220 Fourth Ave. S. srP1 9, ?017
Kent, WA 98032 1�11,
Dear City Clerk Komoto,
I was asked by Elana R. Zana, Attorney of Ogden Murphy Wallace P.L.L.C. to forward you a check
for$750.00 regarding the transfer consents for the transfer of control of Astound Broadband to
Radiate HoldCo. Enclosed is the check.
Thank you.Joe.
Joseph Kahl
RCN Telecom Services, LLC
Grande Communications Networks, LLC
Sr. Director, Regulatory and External Affairs
650 College Road East, Suite 3100
Princeton, NJ 08540
(609) 681-2184 (Direct Dial)
(609) 306-0901 (Cell)
ioseph.kahl@rcn.net (E-Mail)
encl.
650 College Road East Suite 3100, Princeton,NJ 08540
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF KENT, WASHINGTON,
APPROVING THE INDIRECT CHANGE OF CONTROL OF
ASTOUND BROADBAND, LLC D/B/A/ WAVE WITH
CONDITIONS AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, on April 7, 2015, the City of Kent (the "City") adopted Ordinance No. 4144
granting a nonexclusive telecommunications franchise to Astound Broadband, LLC d/b/a Wave
(the "Franchisee") to operate a telecommunications system (the "System") within the city limits
of the City of Kent, with an effective date of April 15, 2015 (the "Franchise"); and
WHEREAS, Franchisee is a wholly-owned, indirect subsidiary of Wave Holdco, LLC, a
Delaware limited liability company ("Wave Parent"); and
WHEREAS, on May 18, 2017, Radiate HoldCo, LLC, a Delaware limited liability
company ("Radiate HoldCo"), Wave Parent, and WaveDivision Holdings, LLC, a Delaware
limited liability company controlled by Wave Parent, entered into a definitive agreement
pursuant to which Radiate HoldCo will acquire Wave Parent from its current majority owners
(the"Transaction"); and
WHEREAS, Radiate HoldCo is a wholly-owned, indirect subsidiary of, and is controlled
by, Radiate Holdings, L.P. a Delaware limited partnership ("Radiate Parent'); and
WHEREAS, as a result of this Transaction, Radiate Parent will acquire ownership of
Wave Parent and control of the Franchisee; and
WHEREAS, Section 28 of the Franchise requires that the Franchisee receive the consent
of the City for any indirect change of control including such indirect change of control that will
occur as a result of this Transaction; and
fERZ1613652.DOC;1/00005.080026/1 - 1 -
WHEREAS, the consent of the City to the indirect change of control that will occur as a
consequence of the closing of the Transaction shall not constitute a waiver or release of any
rights the City or Franchisee may have under the Franchise; and
WHEREAS, the City Council deems it to be in the public interest to grant the requested
consent; NOW THEREFORE,
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DO
ORDAIN AS FOLLOWS:
Section 1. The City hereby consents to the indirect change of control that will occur as a
consequence of the closing of the Transaction and in accordance with the terms of applicable
law, subject to and contingent on the fulfillment of the conditions set forth in Section 2 hereof:
Section 2. Section 1 of this Ordinance is contingent on the fulfillment of the following
condition: Radiate Parent shall acknowledge that the indirect change of control will not affect,
diminish, impair or supersede the binding nature of the Franchise and any other ordinances,
resolutions, and agreements, if any, applicable to the operation of the System in the City.
Further, Radiate Parent shall acknowledge that the Franchisee shall remain responsible for any
and all non-compliance issues, if any, under the Franchise and any other ordinances, resolutions,
and agreements, if any, applicable to the operation of the System in the City that may have arisen
prior to or that may arise contemporaneous with or after the closing of the Transaction.
Section 3. Following the indirect change of control and the City's receipt of the written
acknowledgement from Radiate Parent required by Section 2, the Franchise shall remain in full
effect through the remainder of the Franchise term. The Transaction and the City's consent to
the indirect change of control do not modify the terms of the Franchise. Franchisee remains
responsible for any obligations and liabilities under the Franchise. The City's consent to the
{ERZ1613652.D0C;1/00005.080026/} - 2 -
indirect change of control shall not be construed to constitute a waiver or release of any rights
the City may have now or in the future under federal, state or local law, the Franchise, or any
separate written agreements, if any, between the City and the Franchisee that relate to the
Franchise.
Section 4. By consenting to this indirect change of control, the City expressly reserves and
does not waive or release any rights of the City in and to the rights-of-way as provided by state
law and the Kent Municipal Code, nor does the City waive or release any claim or issue of non-
compliance it may have, known or unknown, now or in the future related to the Franchise.
Section 5. Written acknowledgement as provided in Section 2 has been filed by Radiate
Parent with the City Clerk. If any of the construction and completion bonds, security funds or
insurance are amended as a result of the indirect change of control, then Franchisee shall file
with the City Clerk such revised bonds, security funds or evidence of insurance within sixty (60)
days of the date of the closing of the Transaction.
Section 6. To the best of the City's knowledge and belief, there are no existing facts or
circumstances that with or wi(hout the giving of notice or the passage of time, or both, would
constitute a default of any term or condition of the Franchise.
Section 7. If any section, sentence, clause or phrase of this Ordinance shall be held to be
invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this Ordinance.
(ERZ1613652.DOCl/00005M0026/) - 3 -
Section S. This Ordinance or a summary thereof consisting of the title shall be published in
the official newspaper of the City, and shall take effect and be in full force five (5) days after
publication.
PASSED by the City Council of the City of Kent this day of
2017. Signed by the Mayor on this day of
2017.
MAYOR, SUZETTE COOKE
ATTEST/AUTHENTICATED:
CITY CLERK, KIMBERLY KOMOTO
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO.
I PRZ1613652.D0C;1/00005.080026/} -4 -
SUMMARY OF ORDINANCE NO.
City of Kent, Washington
On the day of , 2017, the City Council of the City of Kent passed Ordinance
No. A summary of the content of said Ordinance, consisting of the title, is provided
as follows:
AN ORDINANCE OF THE CITY OF KENT, WASHINGTON,
APPROVING THE INDIRECT CHANGE OF CONTROL OF
ASTOUND BROADBAND, LLC D/B/A/ WAVE WITH
CONDITIONS AND ESTABLISHING AN EFFECTIVE DATE.
The full text of this Ordinance will be mailed upon request.
CITY CLERK
KIMBERLY KOMOTO
{eaz1613652 ooc,ir0000s.osoo26i)5
I
ORDINANCE NO. 4255
AN ORDINANCE of the City Council of the
City of Kent, Washington, approving the indirect
change of control of Astound Broadband, LLC d/b/a
Wave with conditions and establishing an effective
date.
RECITALS
A. On April 7, 2015, the City of Kent (the "City") adopted
Ordinance No. 4144 granting a nonexclusive telecommunications franchise
to Astound Broadband, LLC d/b/a Wave (the "Franchisee") to operate a
telecommunications system (the "System") within the city limits of the City
of Kent, with an effective date of April 15, 2015 (the "Franchise"); and
B. Franchisee is a wholly-owned, indirect subsidiary of Wave
Holdco, LLC, a Delaware limited liability company ("Wave Parent'); and
C. On May 18, 2017, Radiate HoldCo, LLC, a Delaware limited
liability company ("Radiate HoldCo"), Wave Parent, and WaveDivision
Holdings, LLC, a Delaware limited liability company controlled by Wave
Parent, entered into a definitive agreement pursuant to which Radiate
HoldCo will acquire Wave Parent from its current majority owners (the
"Transaction"); and
1 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
D. Radiate HoldCo is a wholly-owned, indirect subsidiary of, and
is controlled by, Radiate Holdings, L.P. a Delaware limited partnership
("Radiate Parent"); and
E. As a result of this Transaction, Radiate Parent will acquire
ownership of Wave Parent and control of the Franchisee; and
F. Section 28 of the Franchise requires that the Franchisee
receive the consent of the City for any indirect change of control including
such indirect change of control that will occur as a result of this
Transaction; and
G. The consent of the City to the indirect change of control that
will occur as a consequence of the closing of the Transaction shall not
constitute a waiver or release of any rights the City or Franchisee may
have under the Franchise; and
H. The City Council deems it to be in the public interest to grant
the requested consent; NOW THEREFORE,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
ORDINANCE
SECTION 1. - Consent. The City hereby consents to the indirect
change of control that will occur as a consequence of the closing of the
Transaction and in accordance with the terms of applicable law, subject to
and contingent on the fulfillment of the conditions set forth in Section 2.
SECTION 2. - Section 1 of this Ordinance is contingent on the
fulfillment of the following condition: Radiate Parent shall acknowledge
that the indirect change of control will not affect, diminish, impair or
supersede the binding nature of the Franchise and any other ordinances,
2 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
resolutions, and agreements, if any, applicable to the operation of the
System in the City. Further, Radiate Parent shall acknowledge that the
Franchisee shall remain responsible for any and all non-compliance issues,
if any, under the Franchise and any other ordinances, resolutions, and
agreements, if any, applicable to the operation of the System in the City
that may have arisen prior to or that may arise contemporaneous with or
after the closing of the Transaction.
SECTION 3. - Following the indirect change of control and the
City's receipt of the written acknowledgement from Radiate Parent
required by Section 2, the Franchise shall remain in full effect through the
remainder of the Franchise term. The Transaction and the City's consent
to the indirect change of control do not modify the terms of the Franchise.
Franchisee remains responsible for any obligations and liabilities under the
Franchise. The City's consent to the indirect change of control shall not be
construed to constitute a waiver or release of any rights the City may have
now or in the future under federal, state or local law, the Franchise, or any
separate written agreements, if any, between the City and the Franchisee
that relate to the Franchise.
SECTION 4. - By consenting to this indirect change of control, the
City expressly reserves and does not waive or release any rights of the
City in and to the rights-of-way as provided by state law and the Kent
Municipal Code, nor does the City waive or release any claim or issue of
non-compliance it may have, known or unknown, now or in the future
related to the Franchise.
SECTIONS. - Written acknowledgement as provided in Section 2
has been filed by Radiate Parent with the City Clerk. If any of the
construction and completion bonds, security funds or insurance are
amended as a result of the indirect change of control, then Franchisee
shall file with the City Clerk such revised bonds, security funds or evidence
3 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
of insurance within sixty (60) days of the date of the closing of the
Transaction.
SECTION 6. - To the best of the City's knowledge and belief, there
are no existing facts or circumstances that with or without the giving of
notice or the passage of time, or both, would constitute a default of any
term or condition of the Franchise.
SECTION 7. - Severability. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
SECTION 8. - Corrections by CityClerk or Code Reviser. Upon
approval of the city attorney, the city clerk and the code reviser are
authorized to make necessary corrections to this ordinance, including the
correction of clerical errors; ordinance, section, or subsection numbering;
or references to other local, state, or federal laws, codes, rules, or
regulations.
SECTION 9. - Effective Date. This ordinance shall take effect and
be in force five days after its publication as provided by law.
10 l"1 11
£s(1� E COOK E,; E, MAYOR Date A proved
ATTEST:
Kllk rMY A. OTO, CITY CLERK Date Ad pted
ivhbev(e� It7 2.0 1`1
Date Published
4 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
APPROVED AS TOFORM:
r I 2(& ,
TOM BRUBAKER,CITY ATTORNEY
5 Ordinance - Change of Control-
Astound Broadband to Radiate Holdings
STATEMENT OF ACKNOWLEDGEMENT
WHEREAS, the City Council of the City of Kent, Washington, has acknowledged the
pending transaction (the "Transaction") between Wave Holdco, LLC, WaveDivision Holdings,
LLC ("Wave"), the parent companies of Astound Broadband d/b/a Wave ("Franchisee"), and
Radiate Holdco, LLC, a wholly-owned, indirect subsidiary of Radiate Holdings, L.P. (`Radiate")
and has consented to the resulting indirect change of control of the Franchisee, the holder of the
telecommunications franchise (the "Franchise") issued by the City to the Franchisee as
Ordinance No. 4144.
NOW, THEREFORE, Radiate, hereby acknowledges said Franchise and all the terms and
conditions thereof, and files this, its written acknowledgement of the indirect change of control
of the Franchisee.
Radiate hereby acknowledges that the indirect change of control will not affect, diminish,
impair or supersede the binding nature of the Franchise and any other ordinances, resolutions,
and agreements, if any, applicable to the operation of the System in the City. Radiate hereby
agrees that, Franchisee will comply with the Franchise, and remain subject to the Franchise, the
Kent Municipal Code and all applicable federal and state laws, lawful orders, contracts,
agreements, commitments, and regulatory actions. Radiate affirms that all bonds, security funds
and insurance required by the Franchise remain in full effect and in place. Further, Radiate
acknowledges that the Franchisee shall remain responsible for any and all non-compliance
issues, if any, under the Franchise and any other ordinances, resolutions, and agreements, if any,
applicable to the operation of the System in the City that may have arisen prior to or that may
arise contemporaneous with or after the closing of the Transaction.
This Statement of Acknowledgement is contingent upon the consummation of the
Transaction.
IN TESTIMONY WHEROF, Radiate, has caused this written Statement of
Acknowledgement to be executed in its name by its duly authorized officer on this /6 1"d1 day
of 2017.
RADIATE HOLDINGS, L.P.
By:
Name Printed: Jeffre Kramn
Title: EVP, Secretary & General Counsel
9iki✓5% A 2017
tERZ 1613652.DOC;1/06005.080026/)6
STATE OFCOUNTY OF
)
I certify that I know or have satisfactory evidence that s the
person who appeared before me, and said person acknowledged that he si ed this i.nstl unnent,�/
on th stated rat he was authorized to execute the instrument and acknowledged it as the ✓�E*
uses a d purposes mend to be the free and voluntary act of such party for the
1'
m the instrument.
DATED: /
LISAA. PALLADINO Printed:�Cf `
NOTARY PUBLIC "
STATE OF NEW JERSEY Notary Public in and foLy
W COMMISSION EXPIRES FEB. 18,2021 My appointment expires: J/
Received by the City of Kent on 2017
By: .._
City Clerk 1mI>erly Komoto
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