Ord 2299 - Franchise Transfer
COUNCIL BILL NO. 2338
ORDINANCE NO. 2299
AN ORDINANCE APPROVING AND CONSENTING TO THE TRANSFER AND
ASSIGNMENT OF A CABLE TELEVISION FRANCHISE FROM NORTH
WILLAMETTE TELECOM, INC (DIRECT LINK) TO WILLAMETTE
BROADBAND LLC, AND DECLARING AN EMERGENCY.
WHEREAS, the City of Wood bum, Oregon (the "City"), acting by and through
its City Council (the "Council") and pursuant to the authority of and in accordance with
the terms and conditions of Ordinance 1766, passed that certain Ordinance No. 2093 on
October 12, 1992 granting to Northland Cable Television, Inc the authority to construct,
operate and maintain a cable television system with the franchise area ("Franchise"); and
WHEREAS, the Council adopted Ordinance No 2211 on April 13, 1998 which
approved and consented to the transfer and assignment of the cable television franchise
from Northland Cable Television, Inc. to North Willamette Telecom, Inc ("Direct Link");
and
WHEREAS, Direct Link (Seller) desires to sell its cable system and related
assets and transfer the Franchise to Willamette Broadband LLC, a Delaware limited
liability company (Willamette) and Willamette has agreed to acquire the Franchise and
substantially all the property, assets, goodwill and business related to the Franchise; and
WHEREAS, the City has invested significant time and resources in undertaking
negotiations with Direct Link, to arrive at a mutually agreeable renewal of the Franchise,
which renewal has been requested by Direct Link as a precursor to a possible transfer of
the Franchise; and
WHEREAS, Willamette has provided sufficient information to confirm that it
has the technical qualifications, financial ability and character to assume operation of the
Franchise, but that it has no financial or operating history as a company; and
WHEREAS, the City's consent to the transfer and sale of the franchise and
related assets to Willamette subject to certain conditions will serve the best interests of
the City and its citizens; NOW THEREFORE,
THE CITY OF WOODBURN ORDAINS AS FOLLOWS:
Section 1. The City hereby approves and consents to the transfer and assignment of
the Franchise from North Willamette Telecom, Inc. to Willamette Broadband, LLC
contingent upon Willamette's satisfactory completion of the following conditions no later
than ninety (90) days after the date of this ordinance.
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ORDINANCE NO. 2299
(A) Complete the franchise renewal negotiations, represented in a mutually agreeable
new franchise designed to meet current Woodburn regulatory requirements and
community needs;
(B) Provide an independent and unconditional guarantee of franchise performance by
the principles of Willa mette, including Avalon Equity Partners, TFC Textron, and
Peter Luscombe. Such guarantee shall be in a form acceptable to the City
Attorney;
(C) Post a performance bond, to cover all franchise performance by Willamette, in an
amount of $300,000. Said bond shall be in a form acceptable to the City
Attorney;
(D) Establish a security fund or letter of credit running to the City in an amount equal
to one quarter of Willa mette's anticipated franchise fees for the first year. Such
security fund or letter of credit shall be in a form acceptable to the City Attorney,
and shall be retained by the City for a period of five years, or until such time as
the City Council deems, based upon Willamette's performance under a franchise,
that such security is no longer necessary; and
(E) Agree in writing to remedy any historical violation or default under the Franchise,
regardless of whether the Seller or Willamette is responsible for the violation or
default.
IfWillamette fails to complete any of the conditions (A) to (E) above within ninety (90)
days of the date of this Ordinance, consent to the sale and transfer of the Franchise is
denied
Section 2. Subject to condition (A) to (E) above being met within ninety (90) days of
the date of this Ordinance, and from and after the closing of the sale of the Franchise and
related assets to Willamette, Willamette shall become the operator of the Franchise and
shall be bound by the lawful obligations and duties that arise on and after the closing with
respect thereto and the Seller shall be released of such obligations and duties.
Section 3. The assignment and transfer of the Franchise shall not alter the terms and
conditions ofthe Franchise granted in Ordinance 2093; and Willamette shall file with the
City Recorder a written unconditional assumption and acceptance of the Franchise.
Section 4. In addition to the document required by Section 3, Willamette shall file
with the City Recorder a written assurance that, for the remainder of the effective period
of Ordinance 2093:
(A) It shall maintain a system head end in the incorporated City Limits of Woodburn;
and
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ORDINANCE NO. 2299
(B) It shall maintain an office and studio located in the incorporated City limits
during the term of the Franchise.
Section 5. In connection with the assignment and transfer of the Franchise to
Willamette, the City certifies to Seller and Willamette that:
(A) The Franchise was duly and validly issued by the City;
(B) The Franchise is in full force and effect as of the date hereof, is valid and
enforceable in accordance with its terms and will not expire until October 19,
2002;
(C) The City acknowledges receipt of a completed FCC Form 394 from Seller and
Willamette.
Section 5. This ordinance being necessary for the immediate preservation of the
public peace, health and safety, an emergency is declared to exist and this ordinance shall
take effect immediately upon passage by the City Council and approval by the Mayor.
Approved as to formm').lt r;;;IQ
City Attorney
g-l'1- '200 I
APPROVED:
Richard Jennings, M
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
ATTEST: fYl~~
Mary Te ant, CIty Recorder
City Of W oodbum, Oregon
August 27. 2001
August 30. 2001
August 30. 2001
August 30. 2001
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ORDINANCE NO. 2299