96-57 CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
DATE: July 8~ 1996
RESOLUTION NO: 96-57
MOTION BY: Dockendorf
SECONDED BY: Berquist
A RESOLUTION APPROVING THE TRANSFER OF THE CABLE
TELEVISION FRANCHISE
WHEREAS, on or about April 2, 1984, the City of Chanhassen, Minnesota ("City")
granted a Cable Television Franchise Ordinance (the "Chanhassen Franchise") to Dow-Sat of
Minnesota, Incorporated; and
WHEREAS, Triax Midwest Associates, L. P. ("Triax"), subsequently acquired ownership
of the Chanhassen Franchise; and
WHEREAS, Triax is the current and lawful holder of the Chanhassen Franchise; and
WHEREAS, on or about April 15, 1996, Triax Midwest Associates, L. P. ("Triax") and
other investors, entered into a Contribution Agreement whereby all assets Triax together with the
Chanhassen Franchise will be transferred and merged into a restructured Triax Midwest Associates,
L. P. ("A"); and
WHEREAS, under the Chanhassen Franchise and Minnesota Statutes Section 238.083, the
transfer of the cable system serving the City together with the transfer of the Chanhassen Franchise
is prohibited without the prior written approval of the City; and
WHEREAS, the City, with the assistance of Moss & Barnett, A Professional Association,
has reviewed the proposed transfer and the legal, technical, and fmancial qualifications of TMA;
and
WHEREAS, based on information obtained by the City, the City has found no reason to
disapprove of the transfer to TMA.
NOW, THEREFORE, the City Council for the City of Chanhassen, Minnesota resolves as
follows:
o
The City hereby consents and approves of the transfer of the Chanhassen Franchise
from Triax to TMA subject to the following conditions being met within thirty (30) days
of the closing of the transaction contemplated by the Contribution Agreement:
mo
Closing of the transaction contemplated within the Contribution Agreement
pursuant to the terms and conditions described in information provided by Triax
to the City particularly with respect to the f'mancing arrangements represented.
b. Triax promptly notifying the City in writing of the completion of the transfer.
c. Triax providing a signed Acceptance Agreement in a form supplied by and
acceptable to the City.
d. Triax providing evidence of corporate authority, in a form acceptable to the City,
to enter into the Chanhassen Franchise and to sign the Acceptance.
2. In the event the transfer contemplated by the foregoing resolutions is not completed, for
any reasons, the City's consent to the transfer shall not be effective.
3. 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 by the Chanhassen City Council this 8th day of July, 1996.
ATTEST:
Don Ashworth, City'~q"erk/Manager
D6nald J. C~-l~ay-or -
YES
Chmiel
Senn
Berquist
Dockendorf
NO ABSENT
None Mason
ACCEPTANCE OF A FRANCHISE FOR A
CABLE TELEVISION SYSTEM IN THE
CITY OF CHANHASSEN, MINNESOTA
WHEREAS, the City of Chanhassen, Minnesota ("City") by action of its governing
body on
, 1996, adopted a resolution no.~ ("Resolution") approving
the transfer of the cable system and to the restructured Triax Midwest Associates, L.P.
("Triax"); and
WHEREAS, the City of Chanhassen Cable Television Franchise Ordinance adopted
April 2, 1984 (the "Chanhassen Franchise"), together with the Resolution require that
Triax accept the Chanhassen Franchise and the conditions contained in the Resolution in
form and substance acceptable to the City.
NOW, THEREFORE, pursuant to the terms and requirements of the Chanhassen
Franchise and the Resolution, and in consideration of the City's approval of the transfer of
the Chanhassen Franchise, Triax accepts the Chanhassen Franchise and all conditions in
the Resolution and makes the following representations and warranties to the City:
I. Triax is a Missouri limited partnership duly organized, validly existing, and
in good standing under the laws of the State of Missouri, and authorized to do business in
Minnesota and with full power, authority, and legal capacity to execute, deliver, and
perform this Acceptance and perform the terms and conditions of the Chanhassen
Franchise, as amended, and the Resolution.
2. All actions necessary to authorize the execution and delivery of this
Acceptance and the performance of the Chanhassen Franchise, as amended and
Resolution, have been duly authorized by all necessary and required proceedings.
44540/YD801 !.DOC ]
3. The execution and delivery of the Acceptance and the performance of the
Chanhassen Franchise, as amended and the Resolution, does not and will not conflict
with or result in the breach or termination of, or constitute a default under, any indenture
or instrument with respect to the borrowing of money, or any material contract, lease or
agreement, or order, judgment or decree or any law, rule or regulation to which Triax is a
party or by which it or any of its property is bound or affected.
4. Triax has carefully read the terms and conditions of the Chanhassen
Franchise, as amended and the Resolution, and accepts the rights, duties, and obligations
created thereunder, subject to its rights under applicable state and federal law.
5. Neither Triax or any of its representatives or agents have committed any
illegal acts or engaged in any wrongful conduct contrary to, or in violation of, any
federal, state, or local law or regulation in connection with the obtaining of the
Chanhassen Franchise, as amended.
6. Triax acknowledges and agrees that the transfer, the consent process, the
Resolution, and this Acceptance Agreement do not provide any basis for increasing the
amounts paid by subscribers through cost pass-through as so-called "external costs" or as
new franchise requirements and the consent process, this AccePtance Agreement, and the
Resolution do not provide any basis for increasing the amount paid by subscribers in any
other manner provided, however, this paragraph (iv) shall not be construed or interpreted
as a waiver of any rate adjustment Triax may be entitled to under FCC rules and orders..
44540/YD801 !.DOC 2
7. Triax agrees that any payments to be made to the City under the Resolution
shall not be considered franchise fees as set forth in Section 622(g)(2) of the Cable Act, as
amended (47 U.S.C. § 542(g)(2)).
Dated ,1996
TRIAX MIDWEST ASSOCIATES, L.P.
By:
Its:
STATE OF
) .SS.
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this
, 1996, by , the of Triax Midwest
Associates, L.P.
SEAL Notary Public
44540/YD801 !.DOC 3
RESOLUTION OF THE BOARD OF DIRECTORS
OF TRIAX MIDWEST ASSOCIATES, L.P.
WHEREAS, the City of Chanhassen, Minnesota ("City") granted a Cable Television
Franchise Ordinance (the 'Chanhassen Franchise"); and
WHEREAS, the City, acting through its governing body, on ,1996,
adopted a Resolution approving the transfer of the cable system and Chanhassen
Franchise to Triax Midwest Associates, L.P. ("Triax"); and
WHEREAS, the City has requested, as a part of this transfer, the execution of a
Acceptance from Triax;
NOW, THEREFORE, BE IT RESOLVED:
1. Upon final approval and adoption of this Resolution, any one or more of
the officers of Triax are hereby authorized to execute and to deliver to the City an
acceptance of the obligations of Triax under the terms and conditions of the Chanhassen
Franchise.
2. Upon the aforementioned approvals, any one or more officers of Triax are
hereby authorized to execute other documents and take such actions as may be necessary
or desirable to give effect to the foregoing and to consummate the transfer, and any and
all such actions taken to date by any of said officers are hereby ratified.
Dated ,1996
TRIAX MIDWEST ASSOCIATES, L.P.
CERTIFICATION
I HEREBY CERTIFY that the foregoing is a true and correct copy of a Resolution
duly passed by the Directors of Triax Midwest Associates, L.P. on the day of ~
1996, and that said Resolution is in full force and effect, unamended.
DATED this day of ~, 1996.
Secretary for Triax
44540/YD801 !.DOC 5