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Home My WebLink Aboutord2007-054WHATCOM COUNTY COUNCIL AGENDA BILL NO. 2007 -402 CLEARANCES Initial Date Date Received in Council Office Agenda Date Ass i ned to: Originator: DLG_ 9/27/07 r j �1,,!' � ;r� l E. ` � 10/9/07 Introduction Division Head: 0 C T 0 2 207 10/23/07 Hearing G p (� ��Dept. Head: i7jb ! {NA-RCU! 0 28(d/ Prosecutor: C.0 C > � Purchasing /Bu et: Executive: � kO—d -o TITLE O DOCUMENT.• Ordinance approving an indirect change in control offranchise- holder Guiness Communications, Inc. ATTACHMENTS: Memo; Proposed Ordinance; Petition for Approval of Change of Ownership for Franchise SEPA review required? ( ) Yes ( X) NO Should Clerk schedule a hearing? ( X ) Yes ( ) NO SEPA review completed? ( ) Yes ( } NO Requested Date: 10123107 S UMMA R Y STA TEMENT OR LEGAL NOTICE LANGUAGE: (If this item is an ordinance or requires a public hearing, you must provide the language for use in the required public notice. Be specific and cite RCW or WCC as appropriate. Be clear in explaining the intent of the action.) Guiness Communications, Inc., holds a non - exclusive franchise under Ordinance No. 92 -076. All of its shares are owned by Persona Communications Corp. Effective September 28, 2007, Persona's shares were transferred to Eastlink Persona Holdings, Inc., thereby effecting an indirect change in control of Guiness Communications, Inc. Persona is petitioning the Council for approval of this indirect change in control of the franchise- holder. COMMITTEE ACTION: COUNCIL ACTION: 10/9/2007: Introduced 10/23/2007: Council Adopted 7 -0 Ord. 2007 -054 Related County Contract #: Related File Numbers: Ordinance or Resolution Number: Ord. 2007 -054 Please Note: Once adopted and signed, ordinances and resolutions are available for viewing and printing on the County's website at: www.co.whatcom.waus/co,unciL 2071004245 Page: 1 of 3 10/30/2007 9:23 AH FRAN 542.00 What com County, WA Request of:.WHATCOM COUNTY COUNCIL RETURN DOCUMENT TO: MARINA ENGELS WHATCOM COUNTY COUNCIL OFFICE DOCUMENT TITLE(S): FRANCHISE ORDINANCE IN THE MATTER OF APPROVING AN INDIRECT CHANGE IN CONTROL OF GUINESS COMMUNICATIONS, INC. REFERENCE NUMBER(S) OF DOCUMENTS ASSIGNED OR RELEASED: Ordinance Number. 2007 -054 Additional reference numbers found on page of document. GRANTOR(S): Whatcom County Additional grantors found on page of document. GRANTEE(S): EASTLINK PERSONA HOLDINGS INC. Additional grantees found on page of document. ABBREVIATED LEGAL DESCRIPTION (Lot, block, plat, or section, township, range) All County roads in Point Roberts, Washington, being in Sections 1, 2, 3, 4, 9, 10, 11, and 12 in Township 40, Range 3W., and Section 33, 34, and 35, Township 41, Range 3W., W.M. Additional legal description can be found on page of document. ASSESSOR'S PARCEL NUMBER: None - roads SPONSORED BY: Consent PROPOSED BY: Executive/Public Works INTRODUCTION DATE: 10/9/2007 ORDINANCE NO. 2007 --054 IN THE MATTER OF APPROVING AN INDIRECT CHANGE IN CONTROL OF GUINESS COMMUNICATIONS, INC. WHEREAS, Guiness Communications, Inc., hereafter referred to as "Guiness," was granted a non - exclusive franchise dated October 27, 1992, under Ordinance 92 -076; and WHEREAS, the franchise agreement in Section 17 addresses the need for consent in writing from the County Council prior to the sale, transfer, or assignment of any interest in the Franchise; and WHEREAS, the Council granted a change in control of Guiness from Delta Cable Communications, Ltd. to Persona Communications Corp., hereafter referred to as "Persona," on January 16, 2007 under Ordinance No. 2007 -002; and WHEREAS, Persona's parent company is Canadian Cable Acquisition Holdings Company, Inc., hereafter referred to as "Canadian Cable;" and WHEREAS, all shares of Canadian Cable were transferred to Eastlink Persona Holdings, Inc., hereafter referred to as " Eastlink," in a transaction completed on September 28, 2007; and WHEREAS, while the Franchise itself is not being sold, transferred, or assigned, the control of the parent of the company that holds Guiness, (Franchise - holder), is being transferred from Canadian Cable to Eastlink; and WHEREAS, Persona has requested written consent from the Whatcom County Council to a change in control of the parent of Guiness's controlling company from present ownership by Canadian Cable to Eastlink; and WHEREAS, Eastlink appears, from information provided, to be a corporate entity that has the ability to direct the performance of Persona and thereby the performance of Guiness, according to the terms of the franchise agreement, upon assuming control of Persona and thereby the control of Guiness; NOW, THEREFORE, BE IT ORDAINED by the Council of Whatcom County, Washington that this change in control of Guiness's controlling company's parent company be approved contingent upon the completion of the transaction. ADOPTED this 23 day of October, 2007. ,0,1u11111111r11i�� lk `r` r Off.• WHATCOM COUNTY COUNCIL WHATCOM COUNTY, WASHINGTON Dais} fix*, CQjhty Clerk Carl Weimer, Council Chair 0 APPROVED AS TO FORM: Civil Deputy Prosecutor ( Approved {) Denied Perd-'K-rexdjn, County Executive Date: 10-d5-0"-? PETITION FOR APPROVAL OF CHANGE OF OWNERSHIP FOR FRANCHISE TO THE WHATCOM COUNTY COUNCIL. COMES NOW, Persona Communications Corp. and respectfully petitions the Whatcom County Council for approval of continuation of the franchise granted to Guiness Communications, Inc. upon the change of the indirect ownership and control of Persona Communications Corp. to Eastlink Persona Holdings Inc. The petitioner further requests that the Whatcom County Council fix a time and place for a public hearing on the granting of this continuation of franchise, and that public notice be given, at the expense of the petitioner, as provided by law; and that, at said hearing, petitioner be granted the franchise continuation herein requested. DATED: September 19, 2007 Persona Communications Corp. Company Name 17 Duffy Place, P.O. Box 12155, Station 'A' Mailing Address St. John's Newfoundland A1B 41-1 City Province Postal Code (709) 754 -3775 Phone Number Signature of authorized agent /owner Dean T. MacDonald Print or type name C:1Documents and Settings\dmacdonald\Local Settings\Temporary Internet Fifes\O LK1 F4\D MSTORLega I _558506_1. DOC pr E �VE'� S !:E;' 2 4 2110 7 PETITION FOR APPROVAL OF CHANGE OF NA OWNERSHIP FOR FRANCHISE '�� f;f�11,, "1Rf TO THE WHATCOM COUNTY COUNCIL COMES NOW, Persona Communications Corp. and respectfully petitions the Whatcom County Council for approval of continuation of the franchise granted to Guiness Communications, Inc. upon the change of ownership and control to Eastlink Persona Holdings Inc. The petitioner further requests that the Whatcom County Council fix a time and place for a public hearing on the granting of this continuation of franchise, and that public notice be given, at the expense of the petitioner, as provided by law; and that, at said hearing, petitioner be granted the franchise continuation herein requested. DATED: September 19, 2007 Persona Communications Corp. Company Name Signature of authorized agent /owner 17 Duffy Place, P.O. Box 12155, Station 'A' Dean T. MacDonalc Mailing Address Print or type name St. John's Newfoundland A1B 41-1 City Province Postal Code (709) 754 -3775 Phone Number C: \Documents and Settings\dmacdona1d\Loca1 Settings\Temporary Internet Files\OLK 1 F4 \D MSTORLegal_558506_1. DOC