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HomeMy WebLinkAboutFRA1978-0134 - Supplement - Ordinance 2669 - Transfer of Franchise Granted Pursuant to Ord. 2100 - 10/25/1986ORDINANCE NO.,� AN ORDINANCE of the City of Kent, Washington, acknowledging the sale of stock of Group W Cable, Inc. to five buyers; consenting ��. to and ratifying the transfer of franchise (granted pursuant to Ordinance 2100, and previously transferred pursuant to Resolutions / and 965) by Group w Cable, Inc. to its wholly owned subsidiary GWC, Seattle, Inc.; consenting to the transfer of control of GWC Seattle, Inc. to TCI Cablevision of Washington, Inc.; and establishing conditions and amending Ordinance 2100 to increase the franchise fee from three to five percent. 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, 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 (the "System"). 1.2 All of the issued and outstanding stock of Group W 'Cable, Inc. was recently sold by Westinghouse Electric Company to a group of five buyers composed of affiliates or subsidiaries of !American Television and Communications Corporation, TCI Holdings, ?Inc., Comcast Corporation, Daniels and Associates, Inc., and ,Century Southwest Cable Television, Inc. ("Buyers"). i 1.3 Buyers intend to continue, for a time, Group W Cable, Inc., as a duly organized and operating entity for purposes sof operation of the franchise and cable television system. 1.4 Buyers intend to cause the transfer of the system to I 1GWC Seattle, Inc., a wholly-owned subsidiary of Group W Cable, Inc.: 1.5 Buyers further intend to cause Group W Cable, Inc. ii'to be liquidated and to transfer control of GWC Seattle, Inc. to 1TCI Cablevision of Washington, Inc. ( "'Transferee") . 1.6 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. 1.7 Pursuant to KCC 5.30.68 and KCC 5.30.72, a public hearing was held on October 6, 1986 at 7:00 P.M. in the Council Chambers, Kent City Hall, to consider the franchise transfer !application. j 1.8 It appears that Group W Cable, Inc. and TCI ;ICablevision of Washington are qualified, able and willing to cause JGWC Seattle, Inc. to comply with the provisions of KCC Chapter I 5.30. Section 2. APPROVAL OF CHANGE OF CONTROL AND TRANSFER. i 2.1 The City of Kent hereby grants its approval of the j `transfer of franchise and consents to change of control as follows: 2.1.1 consents to and ratifies change of control from Group W Cable, Inc. to Buyers effective June 19, 1986; 2.1.2 transfer of the franchise from Group W Cable, Inc. to GWC Seattle, Inc.; 2.1.3 any subsequent change of control of GWC Seattle, Inc. to TCI Cablevision of Washington, Inc. at the time of liquidation of Group W Cable, Inc. subject to the conditions set forth in Sections 2.2 and 2.3 below. - 2 - 2.2 The conditions of the approval and consent herein, are as follows: 2.2.1 Group W cable, Inc., if in existence, shall within thirty days of the effective date of this legislation, file with the City Clerk its written acceptance of the terms and condition of Ordinance 2100 and this Ordinance, and its agreement to comply with all the provisions of KCC Chapter 5.30, as now or hereafter amended, including a base franchise fee increase from three to five percent. 2.2.2 GWC Seattle, Inc. shall within thirty days of the effective date of this Ordinance file with the City Clerk its written acceptance of the terms ana conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all the provisions of KCC Chapter 5.30, as now or hereafter amended, including a base franchise fee increase from three to five percent. 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 KCC Chapter 5.30, as now or hereafter amended, including a base franchise fee increase from three to five percent. 2.2.4 Written acceptance, as required in Sections 2.2.1 and 2.2.2 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, if Group W Cable, Inc. is in existence, file within thirty days of the effective date of this legislation written assurance that they will cause Group W Cable, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit Group W Cable, Inc. to comply with Ordinance 2100, this Orainance, and KCC Chapter 5.30. 2.2.6 Further, Buyers shall file within thirty days of the effective date of this legislation written assurance that they will cause GWC Seattle, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit Group W Cable, Inc. to comply with Ordinance 2100, this Ordinance, and KCC Chapter 5.30. 2.2.7 Further, within 30 days of the effective date of this Ordinance, GWC Seattle, - 3 - Inc. shall file a written acceptance of Ordinance 2100, this Ordinance, and KCC Chapter 5.30. 2.2.8 Further, within thirty days of the transfer of control of GWC Seattle, Inc. from Group W Cable, Inc. to TCI Cablevision of Washington, Inc., the latter organization shall file written assurance that they will cause GWC Seattle, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit GWC Seattle, Inc. to comply with Ordinance 2100, this Ordinance, and KCC Chapter .30. 2.3 The City of Kent consents to the change of control and transfer of franchise provided for herein are further ,conditions upon Group W Cable, Inc. and/or GWC Seattle, Inc., ,satisfying the following conditions: 2.3.1 Access. Grantee shall continue to provide community access channels and facilities, and shall provide for government access for purposes of cablecast, at a minimum, City 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 GWC Seattle, Inc. from its provision of cable television service within the City of Kent, as more particularly set forth in Section 6, Franchise Fee, of Ordinance 2093, same being Exhibit "A" attached hereto and incorporated by reference herein. 2.3.3 Uniform Service. Cable television service throughout the City of Kent shall be uniform. 2.3.4 System Construction. Grantees shall complete 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 j forth in the corresponding PROJECT map attached hereto and incorporated herein as Exhibit "C". Variances from the construction schedule adopted herein shall not be approved without the written approval of the City. Further, GWC Seattle, Inc. and successors in interest shall annually file a construction schedule and system map, on or before the first day of June, for review and approval by the City. 4 - Section 3. GRANTEE ACCEPTANCE. This Ordinance shall become null and void upon the failure of GWC Seattle, Inc. and successors in interest to file written acceptances or assurances as provided herein. Acceptance by Group W Cable, Inc., pursuant to authority and prior to the effective date of this Ordinance, is hereby ratified and confirmed. 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. it J DAN KELLEHER, MAYOR ,ATTEST: :IMARIE JENR�Nf--' CITY CLERK APPROVED AS TO FORM: ILL H. WILLIAMSON, ACTING CITY ATTORNEY i PASSED the day of &C4-^ , 1986. .APPROVED the _day of , 1986. PUBLISHED the--' day . of �' , 1986 I i I I hereby certify that this is a true copy of Ordinance; i 'No. a , passed by the City Council of the City of Kent, i Washingto , and approved by the Mayor of the City of Kent as hereon indicated. (SEAL) MARIE JE N, CITY ERK !04050-150 - 5 -