City Council Resolution 1990-18CITY OF Monticello
RESOLUTION N0. 90-18 APPROVING THE
SALE AND TRANSFER OF OWNERSHIP IN
A CABLE SYSTEM AND TRANSFER OF THE CABLE
FRANCHISE OF JONES INTERCABLE, INC. TO
FBN CABLEVISION OF MINNESOTA LIMITED PARTNERSHIP
WHEREAS, Jones Intercable, Inc. (hereinafter "Jones") owns,
operates and maintains a cable television system (the
"System" ) for the municipality of Monticello
Minnesota (hereinafter the "City") pursuant to the terms
and conditions of a Cable Communications Franchise
Ordinance No. 84-141, as amended ( the "Ordinance") ; and
WHEREAS, the City has the authority and responsibility to
adopt, coordinate, administer and enforce the Ordinance
and the right to approve any transfer of said Ordinance;
and
WHEREAS, Jones desires to sell and otherwise transfer
substantially all of its business and assets used or
useful in connection with the ownership and operation of
the System and the Ordinance to FBN Cablevision of
Minnesota Limited Partnership ("FBN"); and
WHEREAS, FBN agrees to continue to manage, operate, and
maintain the System in substantially the same manner as
Jones and to assume all Jones' Ordinance obligations and
execute and accept the Ordinance, as amended; and
WHEREAS, Jones and FBN have requested the consent from the
City to a sale of the System and transfer of the
Ordinance of Jones to FBN; and
WHEREAS, the Sherburne/Wright County Cable Communications
Commission ("Commission") on behalf of the City
considered FBN's technical ability financial condition,
character qualifications, and legal qualifications in a
full public proceeding after due notice and a reasonable
opportunity to be heard; and
WHEREAS, the Commission Found no reasonable basis for the City
to deny the request for transfer to FBN under the terms
and conditions set forth below.
NOW, THEREFORE, BE IT RESOLVED by the City Of Monticello
that:
1. The City hereby approves the transfer of the System and
transfer of the Ordinance of Jones, to FBN, provided the
conditions contained in this Resolution have been met to the sole
satisfaction of Commission and subject to an actual closing of
the transaction on or before August 31, 1990 pursuant to the
terms and conditions as evidenced by the information submitted by
Jones and FBN to the City.
2. The Ordinance requires that Jones give notice to the
City prior to any assignment or transfer of such Ordinance and
give the City the right under certain circumstances to purchase
the System. The City hereby waives its right to purchase the
System arising as a result of any assignment and transfer of the
Ordinance from Jones to FBN. Pursuant to and consistent with the
terms and conditions of the Ordinance, FBN shall have the
authority to pledge and collaterally assign, and to grant a
security interest and lien with respect to, the Ordinance and
System to any lender of FBN as security for payment of the debts
of FBN, and any such lender shall be entitled to all of the
rights of a secured party under the Uniform Commercial Code of
the State of Midnnesota.
3. That the City consents to and approves the transfer of
the System and transfer of the Ordinance from Jones to FBN
subject to the following conditions:
a. An actual closing of the transaction occur on or
before August 31, 1990, pursuant to the terms and conditions
as evidenced by the information submitted by Jones and FBN to
the City.
b. FBN shall accept the Ordinance by giving written
notice of acceptance to the City and thereby agreeing to
perform all of the terms and conditions of the Ordinance,
within thirty (30) days of such transfer and. assignment,
unless the time for acceptance is extended by the City.
c. With its acceptance, FBN shall furnish to the City
and in accordance with the requirements of the Ordinance, the
performance bond, evidence of insurance, letter of credit,
and such other items required by the Ordinance.
d. Within thirty (30) days of such transfer and
assignment, City shall receive a guarantee of performance of
the Ordinance obligations from Naragansett Minnesota Cable
Management Corporation and NW Minnesota Communications
General Partnership.
e. FBN shall agree that the remaining provisions of
the Ordinance remain in full force and effect following the
completion of the transfer and assignment, provided, however,
that the Ordinance requirements for the implementation of
Regional Channel 6 shall be held in abeyance for two years
following the effective transfer of ownership, at which time
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the Commission and FBN will re-evaluate the technical
feasibility and commercial practicability of the
implementation of Regional Channel 6, and, further provided,
that the implementation of the narrowcasting requirements of
the Ordinance shall be held in abeyance until the earlier of
a proposed transfer of ownership of FBN's interest or any
requests for renewal of the Ordinance.
f. Jones shall resolve the construction issues of
Brentwood Estates in Elk River to the sole satisfaction of
the Sherburne/Wright County Cable Communications Commission.
g. Jones shall resolve to the sole satisfaction of the
Sherburne/Wright County Cable Communications Commission the
Ordinance required service to public buildings and facilities
within the franchise area.
h. Jones shall provide $10,740 cash or place $10,740
in escrow in the name of the Sherburne/Wright County Cable
Communications Commission to satisfy the outstanding
Ordinance requirement for additional public access equipment.
i. Prior to closing, Jones shall pay all costs and
expenses of the Commission and City, including legal and
other consulting fees, incurred as a result of this process,
to the extent such costs and expenses have not previously
been reimbursed.
4. FBN shall, within sixty (60) days after the closing,
file with the City a copy of the deed, agreement, mortgage, lease
or other written instrument evidencing such transfer of ownership
and assignment of said Ordinance, certified and sworn to as
correct by FBN.
5. To the extent FBN and Jones fail to comply with any of
the above requirements within the time specified, unless the time
is extended by the City, this Resolution and any and all
approvals set forth herein shall be null and void.
6. The Ordinance is in full force and effect and there have
been no amendments or modifications to the Ordinance, except for
those on file in the office of the City Clerk of the City
Of Monticello
The above listed Resolution was moved by Council Member
Warren smith , and duly seconded by Council Member
Fran Fair
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The following Council Members voted in the affirmative:
Fran Fair, Ken Maus, Warren Smith, Shirley Anerson, Dan Blonigen
The following Council Members voted in the negative:
-None
Passed and adopted this 23rd day of April 1990 .
CITY OF Monticello
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ATTESTED T0:
City Adminstr or
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