City Council Resolution 1999-03Resolution No. 99-3 FILE COPY
RESOLUTION CONDITIONALLY CONSENTING TO THE TRANSFER OF
CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO COMCAST CORPORATION
AND ITS WHOLLY OWNED SUBSIDIARY,
COMCAST CABLE COMMUNICATIONS, INC.
WHEREAS, the cable television franchise (the "Franchise ") of the City of
Monticeiio , 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
and
WHEREAS, the Authority has received a request for consent to the Change of Control;
WHEREAS, no notice of breach or default under the Franchise has been issued by
Authority within the past 12 months and none is outstanding; and
WHEREAS, the Authority has detennined that subject to certain conditions which must
be met, Comcast possesses the requisite legal, technical and financial qualifications.
'elution 99 -3
NOW, THEREFORE, BE IT RESOLVED, that the Change of Control is hereby
consented to by the Authority and permitted conditioned upon:
1. 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
2. Acceptance by Authority of a plan to provide narrowcasting of all government
channels; and
3. The successful closing of the Transaction described in the Jones /Comcast
Agreement; and
4. 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
6. Non - waiver by City of any unknown yet existing franchise non-compliance issues;
and
7. Non - waiver by City of any right to dispute here -to -date unaudited franchise fee
payments; and
8. Non - waiver by City of any right to require franchise fee payments lawfully
imposed on services delivered by Jones via the cable system; and
9. Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transaction.
BE IT RESOLVED FURTHER, 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 RESOLVED FURTHER, 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
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.'ution 99 -3
of any governmental authority, (c) consented to 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 RESOLVED FURTIER, that this Resolution amends by replacement and
supersedes any prior Resolution concerning these matters.
ADOPTED this 22nd day of February, 1999.
ayor
A
City Clerk
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