HomeMy WebLinkAbout2672 Transfer and Assignment of Franchise to Operate a Cable Television (T.V.) System from Port Townsend Cable T.V. Ltd. Partnership d/b/a Summit Communications Inc. to Millenium Digital Media Systems, LLCOrdinance No. 2672
AN ORDINANCE OF THE CITY OF PORT TOWNSEND CONSENTING TO THE
TRANSFER AND ASSIGNMENT BY PORT TOWNSEND CABLE TV LIMITED
PARTNERSHIP OF THE FRANCHISE TO OPERATE A CABLE TELEVISION
SYSTEM IN PORT TOWNSEND TO SUMMIT CABLEVISION L.P. AND THE
SUBSEQUENT PURCHASE OF A CONTROLLING INTEREST BY MILLENNIUM
DIGITAL MEDIA SYSTEMS, L.L.C.
WHEREAS, Port Townsend Cable TV Limited Partnership, d/b/a Summit
Communications, Inc., General Partner ("Summit") is the current holder of a 15-year (1996 to
2011) non-exclusive franchise granted by the City of Port Townsend ("Franchisor') by Ordinance
2536 ("Franchise"), to operate and maintain a cable television system within the city ("System");
and
WItEREAS, the terms and conditions of the Franchise are in full force and effect as of
the date of the execution of this ordinance; and
WI-1EREAS, Summit and Millennium Digital Media Systems, L.L.C. ("Millennium") have
entered into a Purchase and Sale Agreement providing for the contribution and transfer of all of
the assets of Summit, including all rights and obligations under the Franchise, to Summit
Cablevision, L.P., and H_rther providing for the subsequent acquisition of all of Summit's and all
other interest in Summit Cablevision, L.P. by Millennium; and
W}tE~S, FCC Form 394, which is an "Application for Franchise Authority Consent
to Assignment or Transfer of Control of Cable Television Franchise") with respect to the transfer
has been filed with the City of Port Townsend; and
WHEREAS, Summit and Millennium have submitted an application for consent by the
Franchisor to the sale, assignment and transfer of all of the assets of the System, including the
Franchise, in accordance with the requirements of the Franchise; and
WHEREAS, the Utilities Committee has reviewed the Form 394 and all the information
submitted by Summit and Millennium, as well as the November 30, 1998 "Report to the Utilities
Committee and City Council of the City of Port Townsend" submitted by the City's Consultants,
3-1-1 Cable Communications Consultants, and has unanimously recommended approval of the
transfer request; and
WHEREAS, based on the information submitted and the Consultant's analysis of such
information the City Council finds that the Millennium has the technical ability, financial ability
and legal and general qualifications to operate the cable television system under the City's
Franchise Agreement,
NOW, TH-~RE, based upon the above-referenced findings, the City Council of the
City of Port Townsend does ordain as follows:
SECTION 1. The City, as the Franchise authority hereby consents to and approves the
sale, assignment and transfer by Summit of all of the assets of the System, including all rights and
obligations under the Franchise Agreement relating to the period from and after the date of the
consummation of the sale, to Summit Cablevision, L.P. and Millennium, their respective
successors, designees and assigns, and subsequent to such conveyance, releases Summit from any
obligations incurred under the Franchise for the period from and after the date of the
consummation of the sale. Franchisor further consents to and approves the grant by Summit
Cablevision, L.P. and Millennium of a security interest in all of their rights, powers and privileges
under the Franchise and in ail of their other properties to such lender or lenders as may be
designated by Millennium for financing purposes, which lender or lenders shall have the rights
and remedies of a secured party under the Uniform Commercial Code of this state. Provided
however, that the consent contained in this paragraph is subject to the following conditions:
1.1 Summit Cablevision, L.P., as the successor to all of the obligations of its
predecessor, Summit, is subject to the terms of the Master Cable Television Ordinance, codified
in Chapter 5.14 Port Townsend Municipal Code, and the Franchise Agreement, adopted by
Ordinance 2536; and
1.2 Should Summit Cablevision, L.P. offer any services other than those currently
authorized by the Franchise Agreement and any relevant laws, Summit Cablevision, L.P. will
obtain any necessary federal, state, and local authorization(s) prior to the introduction of such
services over its communications system; and
1.3 The final Purchase and Sale Agreement shall not contain any material change from
the terms, conditions, representations and facts submitted in the present request to the Franchisor;
and
1.4 As a condition of the City's consent, the costs associated with the transfer shall be
reimbursed to the City within 30 days from receipt of an invoice, consistent with Section 5.14.050
of the Master Cable Television Ordinance, which states that: "Costs associated with the transfer
process shall be reimbursed to the city"; and
/
1.5 This consent is conditioned on Summit successfully assigning the Conditional Use
Permit for the existing Uhead-end" antenna, which by its terms provides that the Permit is "specific
to Port Townsend Cable TV Limited Partnership, and is assumable only after ratification by public
hearing of the City Council." (LUP 96-00069, Conclusion No. 8); and
1.6 Summit Cablevision, L.P. must notify Franchisor of the effective date of
consummation of sale within 30 days of that date.
2 Ord. 2672
SECTION 2. Severability. If any provision of this ordinance or its application to any
person or circumstance is held invalid, the remainder of the ordinance, or the application of the
provision to other persons or circumstances is not affected.
This ordinance shall take effect and be in force five days after the date of its publication
in the manner provided by law.
Read for the first, second, and third times and adopted by the City Council of the City of
Port Townsend, Washington, at a regular meeting thereof, held this 7th day of December, 1998.
Jul'~McCulloch, Mayor
Attest:
Para Kolacy, City Qlerk ~-
12/08/98 [98-58] Ord\{98Millen.ord}
cl~laha~{, City Attorney
3 Ord. 2672