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HomeMy WebLinkAbout99-74 WHEREAS, WHEREAS, WHEREAS, WHEREAS, WHEREAS, WHEREAS, WHEREAS, RESOLUTION 99-74 Approving the Transfer and Assignment of the Cable Television Franchise From Triax Midwest Associates to Mediacom LLC. Motion By: Kedrowski Second By: Schenck on or about August 15, 1983, the City of Prior Lake ("City") passed and adopted an Ordinance granting a Cable Television Franchise ("Franchise") currently held by Triax Midwest Associates, L.P. ("Triax"); and on April 29, 1999, a certain Asset Purchase Agreement ("Agreement") was made and entered into by and among Triax and Mediacom LLC; and Triax and Mediacom have requested consent by the City to transfer the Franchise and the assets comprising the Cable System to Mediacom Minnesota LLC ("Mediacom"); and in compliance with the terms of the Asset Purchase Agreement, the name of grantee/franchisee under the Franchise will be changed to Mediacom; and under the Franchise and applicable law, the proposed Transfer requires consent from the City; and the City has reviewed the proposed Transfer and the legal, technical and financial qualifications of Mediacom and Mediacom LLC; and based on information obtained and on the reports and information received by the City, including the report prepared by the City's cable television consultants, Moss & Barnett, a Professional Association, which is hereby incorporated by reference, the City has found no reason to disapprove of the proposed Transfer to Mediacom. Now THEREFORE, be it resolved by the City Council of the City of Prior Lake as follows: 1. Triax is the lawful holder of the Franchise. 2. The City hereby consents and approves of the proposed Transfer subject to: . Closing of the transaction contemplated within the Asset Purchase Agreement pursuant to the terms and conditions described in information provided to the City by Triax and Mediacom LLC. . Mediacom LLC notifying the City in writing of the completion of the Transfer within thirty (30) days of the date of closing of the Transfer. . Mediacom, within thirty (30) days of the closing of the Transfer, providing the City with a signed Acceptance of the Franchise in the form attached hereto and incorporated by reference and a Certificate of Good Standing or Existence for Mediacom for the State of 16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER Minnesota, and Mediacom LLC providing the City with a Corporate Guaranty in the form attached hereto. . The City and Triax executing a mutually acceptable Cable Television Franchise Ordinance on or before October 10, 1999, the date on which the franchise is due to close. . Triax complying with Article XII, Section 1 (H) of the Franchise regarding reimbursement of costs incurred by City. 3. The City hereby waives any right of first refusal which the City may have to purchase the Franchise, or the cable television system serving the City, but only as such right of first refusal applies to the request for approval of the Transfer now before the City. 4. In the event the Transfer from Triax to Mediacom contemplated by the foregoing resolutions is not completed, for any reasons, the City's consent shall not be effective. 5. Mediacom may, at any time and from time to time, assign, grant, or pledge or otherwise convey one or more liens or security interest in its assets, including its rights, obligations and benefits in and to the Franchise to any lender providing financing to Mediacom. 6. To the maximum extent permitted by all applicable local, state and federal laws, this Resolution shall not be construed to in any way relieve Triax nor limit Mediacom from any liability under the Franchise. This Resolution shall take effect and continue and remain in effect from and after the date of its passage, approval and adoption. PASSED AND ADOPTED THIS 16TH DAY OF AUGUST, 1999. Mader X Mader Kedrowski X Kedrowski Petersen X Petersen Schenck X Schenck Wuellner X Wuellner YES NO City Man {Seal} R:\COUNCIL\RESOLUTI\ADMINRES\99\99-74.DOC ,.' '.' -,~,"""~-"-----""-"'."._--'-"""-- "'."" , -~-,~-,.__.__.,..~-,-~-_.,.."