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Ordinance 086is Ordinance No. 86 CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA AN ORDINANCE APPROVING THE SALE AND TRANSFER OF OWNERSHIP IN CABLE SYSTEM AND TRANSFER OF CABLE FRANCHISE OF DOWDEN CABLE PARTNERS, L.P. TO TRIAX MIDWEST ASSOCIATES, L.P. WHEREAS, Dowden Cable Partners, L.P., a Delaware limited partnership (hereinafter "Dowden") owns, operates, and maintains a cable television system (the "System") in the City of Chanhassen, Minnesota (hereinafter the "City") pursuant to the terms and conditions of a Cable Communications Franchise Ordinance; and WHEREAS, the City has the authority and responsibility to adopt, coordinate, administer, and enforce the Cable Communications Franchise Ordinance and the right to approve any transfer of the Cable Communications Franchise Ordinance; and WHEREAS, Dowden 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 Cable Communications Franchise Ordinance to Triax Midwest Associates, L.P., a Missouri limited partnership (hereinafter "Triax"); and WHEREAS, Triax agrees to continue to manage, operate, and maintain the System in substantially the same manner as Dowden; and WHEREAS, Dowden and Triax have requested the consent from the City to a sale of the System and transfer of the Cable Communications Franchise Ordinance of Dowden to Triax; and WHEREAS, the City finds no reasonable basis to deny the request for transfer to Triax under the terms and conditions set forth below. NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Chanhassen: 1. The City hereby approves the transfer of the System and transfer of the Cable Communications Franchise Ordinance of Dowden Cable Partners, L.P. to Triax Midwest Associates, L.P., conditioned upon a review by the City's legal counsel as to the legal sufficiency of the organizational and creation documents of the limited partnership prior to closing and subject to an actual closing of the transaction on or before August 31, 1988, pursuant to the terms and conditions as evidenced by the information submitted by Dowden and Triax to the City. • • 2. The Cable Communications Franchise Ordinance requires that the franchisee under the Cable Communications Franchise give notice to the City prior to any assignment or transfer of such franchise and give the City the right under certain circumstances to purchase the Cable Communications Franchise. The City hereby approves such assignment and transfer and waives its right to purchase the Cable Communications Franchise arising as a result of any assignment and transfer of the Cable Communications Franchise from Dowden to Triax. Except for sales and transfers of the Cable Communications Franchise where consent is required by Section 238.083, Minnesota Statutes, the City hereby consents to the sale or transfer of the Cable Communications Franchise from Triax to any person or entity (an "Affiliate") affiliated with Triax by virtue of direct, indirect, or common control or ownership. Notwithstanding any provision contained herein, in the Cable Communications Franchise Ordinance, or Section 238.083, Minnesota Statutes, it is hereby acknowledged and agreed that Triax and its Affiliates shall have the authority to pledge and collaterally assign, and to grant a security interest and lien with respect to, the Cable Communications Franchise, to any lender of Triax or its Affiliates as security for the payment of the debts of Triax and its Affiliates, 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 Minnesota. 3. The City consents to and approves the transfer of the System and transfer of the Cable Communications Franchise Ordinance • from Dowden to Triax subject to the following conditions: a. Triax shall accept the Cable Communications Franchise Ordinance by giving written notice of acceptance to the City and thereby agreeing to perform all of the terms and conditions of the Cable Communications Franchise Ordinance, within thirty (30) days of such transfer and assignment, unless the time for acceptance is extended by the City. b. With its acceptance, Triax shall furnish to the City and in accordance with the requirements of the Cable Communications Franchise Ordinance, the performance bond, evidence of insurance, letter of credit, and such other items required by the Cable Communications Franchise Ordinance. C. Triax shall agree that the remaining provisions of the Cable Communications Franchise Ordinance remain in full force and effect following the completion of the transfer and assignment. d. With its acceptance, Triax shall pay all costs and expenses of the City, including legal and other consulting fees, incurred as a result of this process and to the extent • such costs and expenses have not previously been reimbursed. -2- • 4. That Triax 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 Cable Communications Franchise Ordinance, certified and sworn to as correct by Triax. • 0 5. That in the event Triax fails 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 Cable Communications Franchise Ordinance is in full force and effect, and there have been no amendments or modifications to the Cable Communications Franchise Ordinance, except as specifically referred to and provided herein. ADOPTED by the Chanhassen City Council this 23rd day of May , 1988. Don Ashworth,----Clerk/Manager Thomas L. Hamilto ', Mayor Published in the Carver County Herald on June 2, 1988) -3- • 7'.f1 Cit of Chanhass4h y • ORDINANCE NO. 86 LOCH �EN Affidavit of Publication CARVER ,. .bWWWA AN DANCE A R00 "E Southwest Suburban Publishing Inc. SAIX -Ali? TKOWSR 01P OWNER- SMp 1N CABLE SYSTEM AND T'RANSPEROF CABLE , CABLE- PARTNERS, L. P. SE OF'�pWDEI+d,�, L. TO TRIAX W= � I'• State of Minnesota ) . �ppRE�AS,. Dowden Cable Partners, , L. P., a. Delaware limited partnership )SS. (hereW, ftW Doracden") owps, o0erates= and maintains..a 0able television system Count of Carver the "SyateW!) in the City of y ) CbauUUm' Mi a (hei duf`w nd }_ lout.... � _ ''' "AAs Stan Rolfsrud, being duly sworn, on oath says that he is the publisher of the newspaper known as the Carver County Herald and has full knowledge of the facts herein stated as follows: (A) This newspaper have complied with the requirements constituting qualification as a legal newspaper, as provided by and Minnesota Statute 331A.02, 331A.07, and other applicable laws, as amended. r .8nfoce B The printed public notice that is attached to this Affidavit and identified as No. �, was published on the date �mmunications Franchise Ordinance () P P or dates and in the newspaper stated in the attached Notice, and said Notice is hereby incorporated as part of this Af- and the right to approve any transfer of fidavit. Said notice was cut from the columns of the newspaper specified. Printed below is a copy of the lower case die Cable meati Franchise alphabet from A to Z, both inclusive, and is hereby acknowledged as being a kin nd size of type used in the composition and publication of the Notice: 0 "Voto abcdefghijklmnopgrstuv y < . Vit- or its wed bt�.�ine8s or useful in c©nipection with, the. ownership and mon of the System and the Cable By ►� StdWRolfsrud, Gener anager Subscribed and sworn before me on t REAS►, -Truk agrees to continue to manaSe� =P11 and maintain the Systeal in tially the same manner 3 this _ day of ' ��, 198 LAURIE A. HAFiTMAN�r` ► fWTAW IN ' .COUNTY WCOWMOMFQMiiES 8.12-00 So bj r : to deny a request for transfer to T'riaa under the terms and conditions set forth below. NOW,. THEREFORE, BE IT OR' RATE INFORMATION DAINEDwby the City comma -of the City of 1. the NAy ereiy approves the Lowest classified rate paid by commercial users for comparable space.. $7.60 per column inch transfer of the System and transfer of the Maximum rate allowed by law for the above matter ..................... $7.60 per column inch Cable Communications Franchise 'Or- ' Rate actually charged for the above matter ............................ $5.04 per column inch dipance of Dowden Cable Partners, L. P. to Vitt' Odwest Associates, L. P., cbodltioi u s review by the City's legal eogisel as to the legal sufficiency, of the-, organizational and creation docents of the limited partnership prior too th t transacand tion Onect an or before closing August 31, 1958, pursuant to the terms and conditions as evidd by the in-, formats aid Triaa t�l�►i �.Y:w n:. k- — 0 2. The Cable Communications Fran- chise Ordinance requires that the franchisee under the Cable Com- munications Franchise give notice to the City prior to any assignment or transfer of such franchise and give the City the right under certain circumstances to purchase the Cable Communications Franchise. The City hereby approves such assignment and transfer and waives its right to purchase the Cable Com- munications Franchise arising as a result of any anignment,,.'and transfer of the Cable Communications Franchise from Dowden to Triax. Except 'for sales and transfers of the Cable CummicaUons Franchise where consent is required by Section 238:08, kaesota Statutes, the City hereby ' comets to the sale or transfer of the"C" Communications Franchise from Triax to any person or entity (an "Affiliate") affiliated with Trim by virtue .of direct, indirect, . or common control - or ownership. Kot - withstanding any provision contained eMn, in the Cable Communications Franchise, Ordinamde or Section 238.083, Minnesoto. $ta$ e�, it is hereby acknow) sed� t and its Affiliates have the authoritx to pledge and collateralty assign, and to grant a securi#y _fit �� with rpt.: to, the tQ y Wider of Tciaz or its AM* s u'ity. icor t=he :p,ayt�nent of ifii -aw of Triaa and -itstes, and 'any such -lender shall be entitled to all of the rights of a secured party under the soil F 3. Y con�n►1a,: ` d approves the transfer of the Sys and transfer of the Cable Communications Franchise Ordinance from Dowden to Triax subject to the following conditions: , a. Triax shall.accept the Cable Com- munications Franchise Ordinance by giving written notice of acceptanc6 to the Cfty .and thereby agreeing to perform all of the terms and conditions of the Cable Communications, Pranchise Ordinance, within .thirty (30) days of such transfer and � assignment; unless the time for acceptance is extended by the City. b. With its acceptance, Triax shall furnish to the City and in accordance with the, requirements of the. Cable Com - nn ►ns F.pillcbise ,Ordinance, the (Y��`� ����� evfdence. of , in- IRV surance, Jeger of credit; and such' other items requred by'_- the Cable 'VDM- Munkatioub Fra ase Ordinance... c. Triax shall agme that the remaining provisions of the Cable Communications Franchise21111 ce remain in full force g the completion of the transfer and assignment. d. With its acceptance, Triax shall pay all costs and a of the City in- cluding legal andother consulting tees, incurred as a result of this process and to the extent such costs and expenses have not previously been reimbursed. 4. That Triax 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 Cable Com- munitatio6i Franchise Ordinance, certified and sworn to as correct -by Triaa.­ - -5. That in the event Triax fails to comoly with any - of the above r isithfn the time specified, tithe is extended by the City, this Resolution, and any and all ap- proyats set forth herein shall be null and void. 6. The Cable � � full force and effect, Fran- chise Ordinance is Or there have been no modifications - to the Cable Com- munications Franchise Ordinance, ex- cept au speci#1ca11Y referred to and provided herein. City ADO Council � � of Chanhassen Council 23 dal May, 1988- Thomas L. Hamilton, Mayor Don Ashworththe, Clerk%Manager (published �o dune 2,1988 No. 2808)Carver y Herald Tl UpftY