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City Council Resolution 1999-04FILE COPY Resolution No. yg_.t RESOLUTION CONDITIONALLY CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN A CABLE TELEVISION FRANCHISEE TO BRESNAN TELECOMMUNICATION COMPANY, LLC WHEREAS, the cable television franchise (the "Franchise ") of the City of Monticello , 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 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 WHEREAS, 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 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: 1. Execution and delivery of a Corporate Guaranty of BCCLP acceptable to the Authority in the form attached hereto; and 2. 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 3. The successful closing of the Transaction described in the Jones /Bresnan Agreement; and 4. The willingness of Bresnan to acknowledge the current cable franchise; and -.� Resolution 99 -4 5. Non-waiver by City of any unknown yet existing franchise non - compliance issues; and b. Non - waiver by City of any right to dispute here -to -date unaudited franchise fee payments; and 7. 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 8. 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 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 Bresnan 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 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 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 FURTHER, that this Resolution amends by replacement and supercedes any prior Resolution concerning these matters. ADOPTED this 22nd day of February, 1999. Ma r TES c (dozez, • City Clerk ! U: mblelSHRRBURN%Bresnen Resoiution.wpd