Resolution - #96-09-257 - 09/09/1996

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Councilmember Peterson introduced the following resolution and moved for its adoption: RESOLUTION #96-09-257 RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN A CABLE TELEVISION FRANCHISEE TO US WEST WHEREAS, the cable television franchise (the "Franchise") of the municipality of Ramsey (the "Authority") is currently owned and operated by Group W Cable of the Quad Cities d/b/a Meredith Cable Company ("Group W") which is owned by Meredith/New Heritage Strategic Partnership, L.P. ("MNHSP"); and WHEREAS, the general partner of MNHSP has entered into a Purchase Agreement dated March 15, 1996, with Continental Cablevision, Inc. ("Continental") whereby Group @ will be owned by Continental (the "Meredith/Continental Agreement"); and WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate Guaranty; and WHEREAS, the Authority has consented to the transaction described in the Meredith/Continental Agreement; and WHEREAS, Continental intends on merging into US WEST, Inc. or a wholly owned subsidiary of US WEST, Inc. (herein collectively known as "US WEST") pursuant to that certain Agreement and Plan of Merger dated February 27, 1996, (the "Continental/US WEST Agreement"), and WHEREAS, Group W will continue to hold the Franchise; and WHEREAS, the Authority has received a request for consent to the merger of Continental and US WEST (the "Continental/US West Merger") WHEREAS, no notice of breach or default under the Franchise has been issued by Authority within the past 12 months and none is outstanding; and WHEREAS, the Authority has determined that subject to certain conditions which must be met, US WEST possesses the requisite legal, technical and financial qualifications. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RAMSEY, ANOKA COUNTY, STATE OF MINNESOTA, as follows: That Continental/US West Merger is hereby consented to by the Authority and permitted conditioned upon: 1) Execution and delivery of a Corporate Guaranty from US WEST, Inc. in the form attached hereto; and 2) Securing all necessary federal, state, and local government waivers, authorizations, or approvals relating to US WEST's acquisition and operation of the system to the extent provided by law; and 3) Reimbursement of all reasonable fees incurred in the authority's review of the proposed transactions; and 4) Reimbursement of all reasonable fees incurred in the Authority's review of the proposed transactions; and