99-019 RESResolution 99- 19
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 BRESNAN
TELECOMMUNICATION COMPANY, LLC
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,
Bresnan Communications Company Limited Partnership
("BCCLP") and Jones entered into an Asset Purchase
Agreement By and Between BCCLP and Jones dated as of
November 6, 1998. As a result of the agreement, BCCLP will
acquire substantially all of the assets of Jones, including its
cable television systems in Minnesota. The cable system will
then be transferred to Bresnan Telecommunications Company
LLC ("Bresnan"), a wholly owned subsidiary of BCCLP (the
"Jones/Bresnan Agreement"); and,
WHEREAS,
Jones and Bresnan have represented and agreed that the
Jones/Bresnan Agreement will not alter any existing title, asset
ownership, or management agreement of Jones and Jones will
continue to hold the Franchise; and,
VCHEREAS, the Authority has received a request for consent to the transfer
of Jones to Bresnan (the "Jones/Bresnan Transfer"); 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, Bresnan possesses the requisite legal,
technical, and financial qualifications.
NOW, THEREFORE, BE IT RESOLVED, that the Jones/Bresnan Transfer
is hereby consented to by the Authority and permitted conditioned upon:
Execution and delivery of a Corporate Guaranty of BCCLP acceptable to
the Authority in the form attached hereto; and,
o
Securing all necessary federal, state, and local government waivers,
authorizations, or approvals relating to Bresnan's acquisition and
operation of the system to the extent provided by law; and,
o
The successful closing of the Transaction described in the
Jones/Bresnan Agreement; and
The willingness of Bresnan to acknowledge the current cable franchise;
and
Non-waiver by City of any unknown yet existing franchise non-
compliance issues; and
o
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 the Grantee via the cable
system; and
o
Reimbursement of all reasonable fees incurred in the Authority's review
of the proposed transaction; and
9. Payment of the $15,000.00 reserved equipment grant; and
10.
City's acceptance of a plan to provide narrowcasting of all government
channels.
BE IT FURTHER RESOLVED, that Bresnan may, from time to time,
assign, grant, or otherwise convey one of more liens or security interests in its
assets, including its rights, obligations, and benefits in and to the Franchise
(the "Collaterar') to any lender providing financing to Bresnan ("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
the by the Authority or (d) any of 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 this ~'~
day
of February, 1999.
Step~anie A. Klinzing, M~y~'
ATTEST:
Sandra A. Peine, City Clerk