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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 -2- 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 -3- 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 .~'"`. yor ATTESTED T0: City Adminstr or -4-