Drafter
Clerk 11/17/2011
Title
AN ORDINANCE approving the extension of franchise 13637 for eighteen months and the transfer of franchise 13637 to WAVEDIVISION I, LLC.
Body
STATEMENT OF FACTS:
1. Summit Cablevision L.P., as franchisee, and Millennium Digital Media Systems, L.L.C., now known as Broadstripe, LLC, the sole general partner and the owner of all partnership interests in Summit Cablevision L.P., as guarantor, own and operate a cable television system in unincorporated King County pursuant to a cable television franchise ("the franchise agreement") authorized by Ordinance 13637.
2. On January 2, 2009, the franchisee and guarantor commenced proceedings under Chapter 11 of Title 11 of the United States Code ("the bankruptcy proceedings").
3. During the pendency of the bankruptcy proceedings, the franchise was extended to October 11, 2011, as authorized by Ordinance 16772.
4. Since October 11, 2011, the franchisee has continued to provide cable service under the franchisee as a holdover, and perform its obligations owed to the county under the franchisee agreement.
5. The franchisee and the guarantor have entered into a purchase and sale agreement for the sale of the assets of franchisee ("the transaction"), including the franchise agreement, to WAVEDIVISION I, LLC.
6. The franchisee and WAVEDIVISION I, LLC, filed a Federal Communications Commission Form 394 Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise ("Form 394") with King County on or about August 29, 2011. Form 394 includes a statement that WAVEDIVISION I, LLC, will comply with the franchise agreement, K.C.C. chapter 6.27A, the county cable rules and applicable law.
7. Although the bankruptcy proceeding has not yet been concluded, WAVEDIVISION I, LLC, is the only bidder for the franchise agreement and is expected to be awarded the franchise by the bankruptcy court, and thus enables the transaction to achieve closing.
8. The office of cable communications has duly conducted a thorough review and investigation into the legal, technical and financial qualifications of WAVEDIVISION I, LLC, to own and operate the cable television system.
9. Based on the information in Form 394, the review and investigation conducted by the office of cable communications, all comments and staff reports received and made a part of the record for this ordinance, the council finds that WAVEDIVISION I, LLC, has established that it meets the legal, technical and financial criteria to operate the cable television system.
10. In order to provide King County and WAVEDIVISION I, LLC, time to negotiate new terms for a renewal of the franchise, it is in the best interests of the county, subject to conditions, to approve transfer of the franchise agreement to WAVEDIVISION I, LLC, and extend the franchise agreement to April 11, 2013.
11. The county has published its intent to extend and transfer franchise 13637 in a local newspaper with broad distribution.
BE IT ORDAINED BY THE COUNCIL OF KING COUNTY:
SECTION 1. A. The council hereby grants an extension to the term of the franchise agreement until April 11, 2013, and authorizes the executive to enter into an extension in substantially the same form as Attachment A to this ordinance.
B. The council hereby approves transfer of the franchise agreement to WAVEDIVISION I, LLC, and authorizes the executive to enter into a consent and approval of assignment of cable television franchise in substantially the same form as Attachment B to this ordinance.
C. The approvals and authorizations granted in subsections A. and B. of this section are expressly conditioned upon confirmation and approval of the transaction by the bankruptcy court and closing of the transaction by the franchisee, guarantor and WAVEDIVISION I, LLC. To that end:
1. The franchisee, the guarantor and WAVEDIVISION I, LLC, shall submit written confirmation that the bankruptcy court has approved the transfer of the franchise and its related assets; and
2. The franchisee, the guarantor and WAVEDIVISION I, LLC, shall submit written confirmation of the closing of the transaction and satisfaction of all conditions precedent, if any, to transfer of the franchise.
SECTION 2. Where this ordinance requires submittal of written confirmations by the franchisee, the confirmation shall be filed with the clerk of the council, and a copy shall be filed with the office of cable communications. If any of the conditions in section
1.C. of this ordinance remain unsatisfied as of ________, franchise 13637 shall be deemed to have ceased effective on that date.
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Official paper, two consecutive days, last pub 5 days prior to hearing
Post 3 places in courthouse: 12/23/2011
Publish: Tuesday/Wednesday, January 3-4, 2012 Seattle Times
Public hearing: 1/9/2012