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99-77 CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA DATE: September 13~ 1999 RESOLUTION NO: 99-77 MOTION BY: Senn SECONDED BY: Labatt A RESOLUTION APPROVING THE TRANSFER AND ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE TO MEDIACOM LLC (AMENDED FROM RESOLUTION 99-69) WHEREAS, on or about June 7, 1998, the City of Chanhassen ("City") passed and adopted Ordinance No. 280 granting a Cable Television Franchise ("Franchise") currently held by Triax Midwest Associates, L.P. ("Triax"); and WHEREAS, on April 29, 1999, a certain Asset Purchase Agreement ("Agreement") was made and entered into by and among Triax and Mediacom LLC; and WHEREAS, 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 WHEREAS, in compliance with the terms of the Asset Purchase Agreement, the name of grantee/franchisee under the Franchise will be changed to Mediacom; and WHEREAS, under the Franchise and applicable law, the proposed Transfer require consent from the City; and WHEREAS, the City has reviewed the proposed Transfer and the legal, technical, and financial qualifications of Mediacom and Mediacom LLC; and WHEREAS, 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, the City Council for the City of Chanhassen, Minnesota resolves as follows: 1. Triax is the lawful holder of the Franchise. 2. The City hereby consents and approves of the proposed Transfer subject to: a. 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 Minnesota, and Mediacom LLC providing the City with a Corporate Guaranty in the form attached hereto. On or before January 7, 2000, Triax and/or Mediacom hereby agree to provide free of charge to the City two-way capability from City Hall to the headend facility so that live programming may be cablecast by City from City Hall on to one or more PEG channels. Mediacom agreeing that it will not allege inability to complete the system upgrade due to unforeseen winter weather conditions such as frozen ground or snowfall. Mediacom reimbursing the city for its attorneys' fees related to the verification of the $. 84 PEG access pass through issue. 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. 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. Mediacom may, at any time and from time to time, assign, grant, or pledge or otherwise convey one or more liens or security interests in its assets, including its rights, obligations and benefits in and to the Franchise to any lender providing financing to Mediacom. 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. A motion to approve the foregoing Resolution No. 99-77 was made by Council Member Senn and duly seconded by Council Member Labatt. The following Council Members voted in the affirmative: Mancino Engel Jansen Labatt Senn The following Council Members voted in the negative: None Passed and adopted by the City Council for the City of Chanhassen this 13th day of September, 1999. ATTEST: CITY OF CHANHASSEN By: By: Its: