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Home My WebLink Aboutord1999-038WHATCOM COUNTY COUNCIL AGENDA BILL NO. IM -27$ CLEARANCES Initial Date Date Received in Council Office Agenda Date Assigned to: originator: 7127199 Intro Division Head: 8110199 Public Hearing Dept Head: Prosecutor Purchasing/Budget: Executive. 7� v, SUBJECT: Transfer of ownership of a non- exclusive franchise from Cable Plus Company, L.P. to NewCo, L.L.C. and further transfer of ownership from NewCo, L.L.C. to Millennium Digital Media Systems, L.L.C. ATTACHMENTS. Letter from Cable Plus Company Letter from Millennium Digital Media Systems Ordinance 96 -038 Ordianance SEPA review required? ( ) Yes ( x ) NO Should Clerk schedule SEPA review completed? ( ) Yes ( x ) NO Requested Date: SUMMARYSTATEMENT. west council approval. '. a hearing ? ( X) Yes () NO 8114199 Distribution Request Indicate those who should receive a copy after Council action. List specific names to the right. ADS Facilities Management ADS Finance ADS Human Resources ADS Info Sery ices Assessor Auditor Cooperative Extension District Court Executive Health Hearing Examiner Jail COUNCIL ACTION TAKEN. 1999-278 7127199: Introduced 8110199: Adopted 6 -0, Brown absent, Ord. #99 -038 Qe. -. __.__.... ,,. Juvenile Parks Planning Prosecutor Public Works Sheriff Superior Court Treasurer Other Wated File Numbers: Ordinance or Resolution Number (this item): rs+ar, —V f • �� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 4.1 SPONSORED BY: Consent PROPOSED BY: Consent INTRODUCTION DATE: 7197199 ORDINANCE NO. 99 -038 AN ORDINANCE IN THE MATTER OF TRANSFERING OWNERSHIP OF A NOW EXCLUSIVE FRANCHISE FROM CABLE PLUS COMPANY, L.P. TO NEWCO, L.L.C. AND FURTHER TRANSFERING OWNERSHIP FROM NEWCO, L.L.C. TO MILLENNIUM DIGITAL MEDIA SYSTEMS, L.L.C. WHEREAS, Cable Plus Company, L.P. was granted non - exclusive franchises from Black Rock Cable, Inc. by Ordinance 96 -038, dated October 1, 1996; and .WHEREAS, Cable Plus Company, L.P. has requested written consent from the Whatcom County Council to transfer all rights, obligations, title and interest as established in Ordinance 96 -038 over to NewCo, L.L.C.; and WHEREAS, NewCo, L.L.C. has requested written consent from the Whatcom County Council to transfer all those rights, obligations, title and interest over to Millennium Digital Media Systems, L.L.C.; and WHEREAS, Millennium Digital Media Systems, L.L.C. has requested per state law and Section 9.30 of the Whatcom County Home Rule Charter that the granting of this ordinance provide for non - exclusive service along county roads and other county property located within the unincorporated areas of Whatcom County as described in Ordinance 96 -038; NOW, THEREFORE, BE IT ORDAINED by the Whatcom County Council that this transfer has been approved and any and all franchises including all rights, obligations, title and interest granted to Cable Plus Company, L.P., and transferred to NewCo, L.L.C. and shall be further transferred to Millennium Digital Media Systems, L.L.C. contingent upon the final closing of the sale of assets. NOW, THEREFORE, BE IT FURHTER ORDAINED by the Whatcom County Council that Whatcom County recognizes that the lender or lenders designated by Millennium Digital Media Systems, L.L.C. will be able to receive a security interest in the franchise granted to Millennium Digital Media Systems, L.L.C. ADOPTED this 10 day of August , 1999. 2 ATTEST: 4 goda�2 ana Brown - Davis, Clerk of the Council 7 APPROVED AS TO FORM: 8 9 10 Civil Deputy s cutor WHATCOM COUNTY COUNCIL WHATCOM COUNTY, WASHINGTON wo_."'40 2a�za� Mar ene Dawson, Council Chair 1 Approved ( ) Denied Pete Kremen, County Executive I 7 3 SPONSORED BY: Consent PROPOSED BY: consPnr INTRODUCTION DATE: 9/3/96 1 ORDINANCE NO. 96 -038 2 AN ORDINANCE IN THE MATTER OF TRANSFERRING 3 OWNERSHIP OF A NON - EXCLUSIVE FRANCHISE FROM 4 BLACK ROCK CABLE, INC. TO CABLE PLUS, L.P. 5 WHEREAS, Black Rock Cable, Inc. was granted non- 6 exclusive franchises dated January 7, 1992 and February 28, 1995; 7 and 8 WHEREAS, Black Rock Cable, Inc. has requested written 9 consent from the Whatcom County Council to transfer all rights, 10 obligations, title and interest over to Cable Plus, L.P.; and 11 WHEREAS, Black Rock Cable,. Inc. and Cable Plus, L.P. 12 has requested per State Law and Section 9.30 of the Whatcom 13 County Home Rule Charter that the granting of this ordinance 14 provide for non - exclusive service along County Roads and other 15 County Property located within the unincorporated areas of Whatcom 16 County. 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 NOW, THEREFORE, BE IT ORDAINED by the Council of Whatcom County, Washington that this transfer has been approved and any and all franchises including all rights, obligations, title and interest granted to Black Rock Cable, Inc. shall be transferred to Cable Plus, L.P. contingent upon the final closing of the sale of assets. ADOPTED this 1 ATTEST: ,P NL't�)..�-~ Council Clerk ROV D AS O FORM: Civil Deputy Prosecutor day of October 199 6 . WHATCOM COUNTY COUNCIL WHATCOM COUNTY, L • Ward Nelson, Council Chair prove ( ) Denied ete Kremen, Executive Date: /D 3-91 I� OnECEI VE July 23, 1999 J U L 2 1999 PETE KPEMEN .. ............................... COUNTY CAECUTIVE Ms. Francine Kincaid LINKING THE Whatcom County Executives Office 311 Grand Street, Suite 108 COMMUNITY WITH Bellingham, WA 98225 TELECOMMUNICATIONS Dear Ms. Kincaid: 11400 S.E. 6TH STREET Cable Plus Company, L.P. currently operates a cable system in Whatcom County under the franchise granted by Ordinance No. 92 -001, as amended by Ordinance SUITE 120 No. 95 -11, as transferred by Black Rock Cable, Inc. to Cable Plus Company, L.P. under Ordinance No. 96 -038. 8ELLEVUE, WA 98004 Pursuant to an agreement dated as of July 23, 1999, Cable Plus is transferring all of its interest in its Whatcom County cable system to a Washington limited 425 462 2090 liability company ( "NewCo "), in which Cable Plus will be the sole member. Cable Plus is then selling its membership interest in NewCo to Millennium FAX 425 462 2092 Digital Media Systems, L.L.C. The transfer to NewCo facilitates Cable Plus' retention of certain assets that wiff -not -e transferred to Millennium. Further, the transfer to NewCo allows Cable Plus to transfer to-Millennium certain properties not related to the Whatcom County franchise, without triggering consent to assignment provisions. Completion of this sale depends upon obtaining the County's consent to the transfers of the franchise. Cable Plus, therefore, respectfully requests that Whatcom County give its consent to the transfer of the franchise granted by Ordinance No. 92 -001, as amended by Ordinance No. 95 -11, and as previously transferred by Ordinance No. 96 -038 to NewCo and to the transfer of control over the franchisee to Millennium Digital Media or an affiliate thereof. Cable Plus thanks you for facilitating the prompt consideration of this matter by the Whatcom County Council. Sincerely, Gary O'Malley Senior Vice President Millennium Digital Media Systems, L.L.C. 120 South Central Avenue, Suite 150 St. Louis, MO 63105 July 23, 1999 Ms. Francine Kincaid Whatcom County Executive Office 311 Grand Street, Suite 108 Bellingham, WA 98225 Dear Ms. Kincaid: JUL L 0 1999 PETE ONEN C011N,TY E: E 0 U T I V E Cable Plus Company, L.P. currently operates a cable system in Whatcom County under the franchise granted by Ordinance No. 92 -001, as amended by Ordinance No. 95 -11, as transferred by Black Rock Cable, Inc. to Cable Plus Company, L.P. under Ordinance No. 96 -038. Pursuant to an agreement dated as of July 23, 1999, Cable Plus is transferring all of its interest in its Whatcom County cable system to a Washington limited liability company ( "NewCo "), of which Cable Plus will be the sole member. Cable Plus is then selling its membership interest in NewCo to Millennium Digital Media Systems, L.L.C. ( "Millennium "). The transfer to NewCo facilitates Cable Plus' retention of certain assets that will not be transferred to Millennium, allows Cable Plus to transfer to Millennium certain properties not related to the Whatcom County franchise without triggering consent to assignment provisions and enhances the tax efficiency of the transaction with Millennium. Completion of this sale depends upon obtaining the County's consent to the transfer of the franchise. Millennium, therefore, respectfully requests that Whatcom County give its consent to the transfer of the franchise granted by Ordinance No. 92 -001, as amended by Ordinance No. 95 -11, and as previously transferred by Ordinance No. 96 -038 to NewCo and to the transfer of control over the franchisee to Millennium or an affiliate thereof. Millennium thanks you for facilitating the prompt consideration of this matter. by the Whatcom County Council. Chief Operating Officer 00 NY/231944.2