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Home My WebLink About2635ORDINANCE N0. C?; (U35_ AN ORDINANCE of the City of Kent, Washington, approving change of control and transfer of franchise granted pursuant to Ordinance 2100, and previously transferred pursuant to Resolutions 918 and 965, and establishing conditions therefor; amending Ordinance 2100 to increase the franchise fee to five percent. [Application of Group W Cable, Inc., and TCI Cablevision of Washington, Inc.] THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS. 1.1 Group W Cable, Inc., a New York corporation ("Group W Cable"), a wholly-owned subsidiary of Westinghouse Broadcasting and Cable, Inc., an Indiana Corporation ("Westinghouse") which is a wholly-owned subsidiary of Westinghouse Electric Corporation, holds a valid and existing franchise for operation of a cable communications system within the City of Kent, pursuant to Ordinance 2100, and Resolutions 918 and 965. 1.2 Westinghouse desires to sell and otherwise transfer all of the issued and outstanding shares of the capital stock of Group W Cable to Century Southwest Cable Television, Inc., a Delaware corporation; TCI Holdings, Inc., a Colorado corporation; American Television and Communications Corporation ("ATC"), a Delaware corporation; and affiliates of, or subsidiaries or partnerships owned or controlled by, Houston Industries Incorporated, a Texas corporation, Comcast Corporation, a Pennsylvania corporation, Daniels & Associates, Inc., a Delaware corporation, and ATC (the foregoing herein referred to individually as a "Buyer" and collectively as the "Buyers"), and thereby transfer control of Group W Cable to the Buyers. 1.3 Buyers intend to continue, for a time, Group W Cabl( as a duly organized and operating entity for purposes of operatior of the franchise and cable television system ("System"). 1.4 The Buyers intend to cause the transfer of the System to a wholly-owned subsidiary of Group W Cable, Inc. ("GWC Affiliate"). 1.6 The Buyers further intend to cause Group W Cable to transfer control of the System and the GWC Affiliate to TCI Cablevision of Washington, Inc., a Washington corporation and an affiliate of TCI Holdings, Inc. (the "Transferee"), as soon as practicable after the closing of the foregoing stock sale (the "Closing Date"); and 1.7 Pursuant to KCC 5.30.68, any franchise transfer shall be approved only after public hearing and under the same terms and conditions as an original application. A transfer application shall not be refused unless the City Council finds that the public interest will not be served by the proposed transfer. 1.8 Pursuant to KCC 5.30.68 and KCC 5.30.72, a public hearing was held on May 19, 1986 at 7:00 p.m. in the Council Chambers, Kent City Hall, to consider the franchise transfer application. 1.9 It appears that Group W Cable, the Buyers, and TCI Cablevision of Washington are qualified, able and willing to comply with the provisions of Chapter 5.30 KCC. Section 2. APPROVAL OF CHANGE OF CONTROL AND TRANSFER. 2.1 The City of Kent hereby grants its approval of the transfer of the franchise and consents to change of control as follows: 2.1.1 change of control of Group W Cable to Buyers on the Closing Date; 2.1.2 change of control and transfer of the franchise from Group W Cable to the GWC Affiliate; - 2 - 2.1.3 change of control of the GWC Affiliate to the Transferee and transfer of the franchise to the Transferee, after the Closing Date; subject to the conditions set forth in Sections 2.2 and 2.3, below 2.2 The conditions of the approval and consent herein, are as follows: 2.2.1 Group W Cable shall, within 30 days of the Closing Date, file with the City Clerk it written acceptance of the terms and conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all provisions of Chapter 5.30 KCC, as now or hereafter amended. 2.2.2 The GWC Affiliate shall, within 30 days of the transfer consented to at Section 2.1.2, file with the City Clerk its written acceptance of the terms and conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all provisions of Chapter 5.30 KCC, as now or hereafter amended. 2.2.3 Transferee shall, within 30 days of the transfer consented to at Section 2.1.3, file with the City Clerk its written acceptance of the terms and conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all provisions of Chapter 5.30 KCC, as now or hereafter amended. 2.2.4 Written acceptance, as required in Sections 2.2.1, 2.2.2 and 2.2.3, shall include a copy of bill of sale, purchase agreement or similar document, as provided by KCC 5.30.68 2.2.5 Buyers shall file within 30 days of the Closing Date, and thereafter within 30 days of each transfer or change provided in Sections 2.1.2 and 2.1.3, written assurance that they will cause Group W Cable, the GWC Affiliate, and Transferee to maintain assets and that such assets shall be managed in such a manner to permit Group W Cable, the GWC Affiliate, and Transferee to comply with Ordinance 2100, this Ordinance, and Chapter 5.30 KCC. - 3 - 2.3 The City of Kent consent to changes of control and transfers of the franchise provided for herein are further conditioned upon Group W Cable, the GWC Affiliate, and Transferee (hereinafter "Grantees") satisfaction of the following conditions: 2.3.1 Access. Grantees shall continue to provide community access channels and facilities, and shall provide for government access for purposes of broadcast, at a minimum, of Cit of Kent Council meetings. 2.3.2 Franchise Fee. Section 4 of Ordinance 2100 is amended to read as follows: Grantee shall pay unto the City of Kent, quarterly, on or before the 10th day of each April, July, October and January, a sum equal to ((three)) five percent (5%) of the gross revenue received by the Grantee as more particularly set forth in Section 6, Franchise Fee, of Ordinance 2093, same being Exhibit "A" attached hereto. 2.3.3 Uniform Service. Cable television service throughout the City of Kent shall be uniform. 2.3.4 System Construction. Grantees shall complet construction projects, at a minimum, as set forth in the CITY LIMIT PROJECT PROJECTIONS 1986-87, attached hereto and incorporated herein as Exhibit B, and as set forth in the corresponding PROJECT map, attached hereto and incorporated herei as Exhibit C. Variances from the construction schedule adopted herein shall not be approved without the approval of the City. Further, Grantees shall annually file a construction schedule and map, on or before the first day of June, for review and approval by the City. Section 3. GRANTEE ACCEPTANCE. This Ordinance shall become null and void upon the failure of Grantees to file written acceptances or assurances as provided herein. Acceptance by Grou W pursuant to the authority and prior to the effective date of this ordinance is hereby ratified and confirmed. 03650-140 - 4 - Section 4. Effective Date. This ordinance shall take effect and be in force five (5) days from and after its passage, approval and publication as provided by law. DAN KELLEHER, MAYOR ATTEST: MARIE JENS , CIT CLERK APPROVED AS TO FORM: P. STEP EN DiJULIO, CITY ATTORNEY PASSED the day of tires- , 1986. APPROVED the day of 1986. PUBLISHED the (o day of �_, 1986. I hereby certify that this is a true copy of Ordinance No. a 3 5 , passed by the City Council of the City of Kent, Washington, and approved by the Mayor of the City of Kent as hereo indicated. 3650-140 (SEAL) MARIE JE S'N, CITY CLERK - 5 - r r r r W N F" O w 0o -1 C� In i+ En CW1 En {CD FN-+ EnC� S Y Ln hW ,T Sco NP W N p, In N N sm � rt 00 � N � � 111 m ��En} Q •� rfr Ui �J 1F" �D 00 t3rW Lnr C> r W Y N •A A u. tD cofi r ... 1N0 Ln N <�11 !N+ lrJl C w u, m ao it ct • to co • o d. '- ro � K ft ON OD 01) W N I-• Cl7rN� �iJ O �' �r rN rN rN ct w v OD • 1�T1 • O • I lNl1 O O O N OD 1C ro r� k. LL Y �o Co