99-018 RESRESOLUTION 99 - 18
A RESOLUTION OF THE CITY OF ELK RIVER
A RESOLUTION CONDITIONALLY CONSENTING TO THE
TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP
INTERESTS IN A CABLE TELEVISION FRANCHISE TO COMCAST
CORPORATION AND ITS WHOLLY OWNED SUBSIDIARY, COMCAST
CABLE COMMUNICATIONS, INC.
WHEREAS,
the cable television franchise (the "Franchise") of the City of
Elk River, Minnesota (the "Authority") is currently owned and
operated by Cable TV Fund 14-A, Ltd., doing business as
Jones Intercable, Inc. ("Jones"); and,
WHEREAS,
Jones Intercable, Inc. ("Intercable") is the general partner of
Jones; and,
WHEREAS,
Jones International, Ltd. And certain of its affiliates (the
"Jones Entities") currently own, directly or indirectly, more
than 50% of the Common Stock of Intercable (the "Control
Shares") and, consequently, are entitled, in the aggregate, to
elect 75% of the Board of Directors of Intercable; and,
WHEREAS,
on August 12, 1998, the Jones Entities entered into an
Agreement with Comcast Corporation ("Comcast") to sell the
Control Shares to Comcast (the "Jones/Comcast Agreement");
and,
WHEREAS,
pursuant to the Jones/Comcast Agreement, Grantor has
received a request to approve the change of control of Jones
from the Jones Entities to Comcast and, subsequently, to its
wholly-owned subsidiary, Comcast Cable Communications,
Inc. (together, the "Change of Control"); and,
WHEREAS,
Comcast and Intercable have represented and agreed that the
Jones/Comcast Agreement will not alter any existing title,
asset ownership, or management agreement of Jones and
Jones will continue to hold the Franchise; and,
WHEREAS,
the Authority has received a request for consent to the Change
of Control; and,
WHEREAS,
no notice of breach or default under the Franchise has been
issued by the Authority within the past 12 months and none is
outstanding; and,
WHEREAS,
the Authority has determined that subject to certain
conditions which must be met, Comcast possesses the
requisite legal, technical, and financial qualifications.
NOW, THEREFORE, BE IT RESOLVED, that the Change of Control is
hereby consented to by the Authority and permitted conditioned upon:
Securing all necessary federal, state, and local government waivers,
authorizations, or approvals relating to Comcast's acquisition and
operation of the system to the extent provided by law; and,
Acceptance by the Authority of a plan to provide narrowcasting of all
government channels; and,
The successful closing of the Transaction described in the
Jones/Comcast Agreement; and,
The willingness of Comcast to acknowledge and accept the current cable
franchise of Jones; and,
5. Payment of the $15,000.00 reserved equipment grant; and,
Non-waiver by City of any unknown yet existing franchise non-
compliance issues; and,
Non-waiver by City of any right to dispute here-to-date unaudited
franchise fee payments; and,
o
Non-waiver by City of any right to require franchise fee payments
lawfully imposed on services delivered by Jones via the cable system;
and,
o
Reimbursement of all reasonable fees incurred in the Authority's review
of the proposed transaction.
BE IT FURTHER RESOLVED, that nothing herein shall be construed or
interpreted to constitute any approval of, consent to, or support for any
proceeding currently pending before the FCC, or any other federal, state, or
local government waivers, authorizations, or approvals, other than that
transaction described above.
BE IT FURTHER RESOLVED, that Comcast may, from time to time,
assign, grant, or otherwise convey one or more liens or security interests in its
assets, including its rights, obligations, and benefits in and to the Franchise
(the "Collateral") to any lender providing financing to Jones ("Secured Party"),
from time to time. Secured Party shall have no duty to preserve the
confidentiality of the information provided in the Franchise with respect to
any disclosure (a) to Secured Party's regulators, auditors, or attorneys, (b)
made pursuant to the order of any governmental authority, (c) consented to by
the Authority or (d) any such information which was, prior to the date of such
disclosure, disclosed by the Authority to any third party and such party is not
subject to any confidentiality or similar disclosure restriction with respect to
such information subject, however, to each of the terms and conditions of the
Franchise.
BE IT FURTHER RESOLVED, that this Resolution amends by replacement
and supercedes any prior Resolution concerning these matters.
Passed and adopted by the City Council of the City of Elk River, Minnesota,
this~day of February, 1999.
ATTEST:
~andra A. Peine, City Clerk