01-09-89 agenda
CITY OF RICHFIELD, MINNESOTA
Study- Session-=Letter Ncr. 4
Agenda January 3, 1989
Issue Statement:
Resolutions designating official depositories for the City of
Richfield for 1989, including the approval of collateral.
Background:
In accordance with Minnesota Statutes Section 475.66 and 118.005,
the City of Richfield must designate financial departures
annually. The departure must pledge the collateral over and
above the amount of federal insurance, as public depositories.
For the year 1989, five institutions have fulfilled this
requirement and will be considered as depositories for the city's
Deputy Registrar, payroll and vendor accounts and all savings
deposits in excess of $100,000. They are Richfield Bank and
Trust Company, pledging collateral of $970,000; First Western
Bank of Richfield, pledging collateral of $3,098,184; First
Savings and Loan Association, collateral of $994,321; Twin City
Federal, collateral of $371,009. Resolutions designating these
institutions as official depositories are attached to the council
letter.
Another resolution must be provided annually, designating certain
savings and loan associations and banks as official depositories
for investment of certain city funds. With approval of these
official depositories, the city will be able to invest funds in
these institutions, not exceeding the federal insurance of
$100,000.
Finally, a resolution is also attached which designates certain
financial institutions as depositories for the investment of city
funds for 1989. These institutions, such as investment brokerage
firms, offer government securities in the manner required by law.
These financial institutions include Marquette National Bank,
Merrill Lynch, Dain Bosworth, First Bank System Capital Markets
Group, Prudential Bache, Kidder Peabody, First Northern
Securities, Inc., Miller Schroeder, Norwest Investment Services,
Offerman & Company Services, Piper, Jaffray & Hopwood, Dean
Witter Reynolds Inc., Shearson Lehman Brothers/E.F,. Hutton, and
State Street Bank and Trust.
Recommended Motions:
It is recommended that the city council adopt the attached
resolutions designating official depositories, with the
understanding that the city could not invest in any of the
depositories beyond the level of insurance coverage of the
pledged collateral.
0
Basis of Recommendation:
• 1. The city is required by Minnesota Statute 475.66 and
118.005, to designate as a depository of funds, insured
banks or thrift institutions as defined in Section 518.01,
Subdivision 3, Minnesota State Statutes. Any collateral so
deposited is accompanied by an assignment pledged to the
city in the amount specified in the attached resolutions.
2. The city has worked with the institutions recommended in
the past and has found to have a good working relationship
with these institutions.
Alternative Recommendation:
The city council could solicit other financial institutions for
official depositories, but past relationships with the
depositories recommended have proven satisfactory for the city.
Discussion/Decision Mode:
Action of the city council is desirable at the January 3, 1989,
city council meeting so that the city may invest funds in the
approved financial institutions for the year 1989 immediately.
•
JDP/e j a
Respectfully submitted,
James D. Prosser
City Manager
0
RESOLUTION NO.
• RESOLUTION DESIGNATING THE RICHFIELD BANK AND TRUST COMPANY
A DEPOSITORY OF FUNDS OF THE CITY OF RICHFIELD FOR THE YEAR
1989 AND APPROVING COLLATERAL
BE IT RESOLVED by the City Council of the City of Richfield as follows:
That, in accordance with Minnesota Statues, Section 475.66 and 118.005, the
Richfield Bank and Trust Company be, and hereby is designated a depository of the
funds of the City of Richfield, subject to modification and revocation at any time
by said City, and subject to the following terms and conditions:
The said depository shall not be required to give bonds or other securities for
such deposits provided that the total sum thereof shall not at any time exceed in
any depository the suns for which its deposits are insured under the Acts of
Congress of the United States relating to insurance of bank deposits; but that in
case such deposits in any such depository shall at any time exceed such insured stun,
said depository shall immediately furnish boards or other security for such excess
according to law, approved by the City Council of said City.
That said depository shall pay on demand all deposits therein; and shall pay
all time deposits, at or after the end of the period for which the same shall be
deposited, on demand.
BE IT FURTHER RESOLVED, that there shall be maintained a general account in
• which shall be deposited all movies from golf course operations and not otherwise
specifically provided for. Checks on this account shall be signed by the following
officers or their facsimile signatures:
JAMES D. PROSSER, CITY MANAGER
STEVEN L. DEVICH, TREASURER
BE IT FURTHER RESOLVED, that there shall be a daily interest savings account.
All withdrawals from said account will be for transfers to the general checking
account.
BE IT FURTHER RESOLVED, that collateral in the amount $970,000, is deposited
for safekeeping at the Federal Reserve Bank of Minneapolis, is'hereby approved.
Passed by the City Council of the City of Richfield this 3rd day of January,
1989.
Steven J. Quam Mayor
ATTEST:
Thomas P. Ferber City Clerk
•
.. J__2
• RESOLUTION NO.
RESOLUTION DESIGNATING THE FIRST WESTERN BANK-RICHFIELD
A DEPOSITORY OF FUNDS OF THE CITY OF RICHFIELD FOR THE YEAR
1989 AND APPROVING COLLATERAL
BE IT RESOLVED by the City Council of the City of Richfield as follows:
That, in accordance with Minnesota Statues, Section 475.66 and 118.005, the First
Western Bank-Richfield be, and hereby is designated a depository of the funs of the
City of Richfield, subject to modification and revocation at any time by said City, and
subject to the following terms and conditions:
The said depository shall not be required to give bonds or other securities for such
deposits provided that the total sum thereof shall not at any time exceed in any
depository the sums for which its deposits are insured under the Acts of Congress of the
United States relating to insurance of bank deposits; but not in case such deposits in
arty such depository shall at any time exceed such insured sum, said depository shall
immediately furnish bonds or other security for such excess according to law, approved
by the City Council of said City.
That said depository shall pay on demand all deposits therein; and shall pay all time
deposits, at or after the end of the period for which the same shall be deposited, on
demand.
BE IT FURTHER RESOLVED, that there shall be maintained a general account in which
shall be deposited all monies from liquor, swimming pool/ice arena operations and city
• permits. Checks on this account shall be signed by the following officers or their
facsimile signatures:
JAMES D. PR0SSER, CITY MANAGER
STEVEN L. DEVICH, TREASURER
BE IT FURTHER RESOLVED, that there shall be maintained a city payroll account. There
shall be issued a single check biweekly for an amount equal to the biweekly city
payroll, payable to the Treasurer for deposits in such payroll account. Thereafter, the
Treasurer is authorized to issue payroll checks on said accounts for all wages or
salaries included in said biweekly payroll.
BE IT FURTHER RESOLVED, that there shall be a daily interest bearing checking
account. All interest eared shall be transferred to the Investment Trust F nd.
BE IT FURTHER RESOLVED, that collateral in the amount $3,098,184, is deposited for
for safekeeping at the Marquette National Bank of Minneapolis and the Federal Reserve
Bank is hereby approved.
Passed by the City Council of the City of Richfield this 3rd day of January 1989.
ATTEST:
Steven J. Quam' Mayor
0 Thomas P. Ferber City Clerk
RESOLUTION NO.
RESOLUTION DESIGNATING THE FIRST DMZ4ESSOTA SAVINGS BANK
A DEPOSITORY FOR THE INVESTMETIM OF CITY FUNDS IN 1989
AND APPROVING COLLATERAL
WHEREAS, pursuant to Minnesota Statutes, Sections 475.66 and 118.005, municipal
funds may be deposited in any savings and loan association which has its deposits
insured by the Federal Savings and Loan Insurance Corporation, and
WHEREAS, the amount of said deposits may not exceed FSLIC insurance covering
such deposits, which insurance presently amounts to $100,000, unless amounts in
excess of such insurance coverage is covered by additional collateral pledged to the
City, and
WHEREAS, the deposit of City funds in savings and loan associations and banks
would provide greater flexibility in the City's investment program and maximize
interest income thereon.
WHEREAS, there shall be maintained a daily interest general checking account in
which shall be deposited all monies for the city licenses. Checks on this account
shall be signed by the following officers or their facsimile signatures:
JAMES D. PROSSE2, CITY MANAGER
STEVEN L. DEVICH, TREASURER
• NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows:
1. That First Minnesota Savings Bank, 6445 Nieollet, Richfield,
Minnesota be designated as official depository for City funds
in 1989.
2. That collateral in the amount of $944,375, is deposited for
safekeeping with Federal Home Loan Bank of Des Moines, Iowa.
Passed by the City Council of the City of Richfield, this 3rd day of
January, 1989.
Steven J. Quam Mayor
ATTEST:
Thomas P. Ferber City Clerk
•
4
RESOLUTION NO.
A RESOLUTION DESIGNATING MIDWEST FEDERAL SAVINGS AND LOAN
AS A DEPOSITORY FOR THE INVESTMENT OF CITY FUNDS IN 1989
AMID APPROVING COLLATERAL
WHEREAS, pursuant to Minnesota Statutes, Section 475.66 and 118.005, municipal
funds may be deposited in any savings and loan association which has its deposits
insured by the Federal Savings and Loan Insurance Corporation, and
WHEREAS, the amount of said deposits may not exceed FSLIC insurance covering
such deposits, which insurance presently amounts to $100,000, unless amount is
excess of such insurance coverage is covered by additional collateral pledged to
the City, and
WHEREAS, the deposit of City funds in savings and loan associations and banks
would provide greater flexibility in the City's investment program and maximize
interest income thereon.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows:
1. That the Midwest Federal Savings and Loan Association,
3100 West 66th Street, Richfield, Minnesota, be designated
as an official depository for City funds for 1989.
• 2. That collateral in the amount of $994,321, is deposited for
safekeeping with the Richfield Bank and Trust Company of
Richfield, Minnesota, is hereby approved.
Passed by the City Council of the City of Richfield, this 3rd day of January,
1989.
ATTEST:
Thomas P. Ferber City Clerk
Steven J. Quam mayor
0
• RESOLUTION NO.
A RESOLUTION DESIGNATING TWIN CITY FEDERAL SAVINGS AND LOAN
AS A DEPOSITORY FOR THE INVESDEM OF CITY FUNDS IN 1989
AND APPROVING COLLATERAL
WHUTAS, pursuant to Minnesota Statutes, Section 475.66 and 118.005, municipal
funds may be deposited in any savings and loan association which has its deposits
insured by the Federal Savings and Loan Insurance Corporation, and
WHEREAS, the amount of said deposits may not exceed FSLIC insurance covering
such deposits, which insurance presently amounts to $100,000, unless amount is
excess of such insurance coverage is covered by additional collateral pledged to
the City, and
kTHMEAS, the deposit of City funds in savings and loan associations and banks
would provide greater flexibility in the City's investment program and maximize
interest income thereon.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows :
1. That Twin City Federal savings and wan, Marquette at 8th Street,
Minneapolis, Minnesota, be designated as an official depository
for City funds for 1989.
. 2. That collateral in the amount of $371,009, is deposited for
safekeeping with the Federal Reserve Bank of Minneapolis, is
hereby approved.
Passed by the City Council of the City of Richfield, this 3rd day of January,
1989.
ATTEST:
Thomas P. Ferber City Clerk
Steven J. Quam mayor
RESOLUTION NO.
A RESOLUTION DESIGNATING CER'T'AIN FINANCIAL
• INSTITUTIONS AS DEPOSITORIES FOR THE INVESTMENT
OF CITY FUNDS IN 1989
WHEREAS, the City of Richfield has money which is available for investment, and
WHEREAS, different financial institutions offer different rates of return on
investments, and
WHEREAS, the City of Richfield shall purchase U.S. Treasury Bills, U.S.
Treasury Notes and other such government securities in the manner required by
Minnesota Statutes, Section 475.66 and 118.005 from the institution offering the
highest rate to the City providing greater flexibility in the City's investment
program and maximize interest income thereon.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows:
1. It is hereby found and determined that it is in the best interests of the
the proper management of City funds that certain financial institutions
be designated as additional depositories for City funds for 1989.
2. The following firk-r al institutions designated as depositories for
municipal funds:
Marquette National Bank
Merrill Lynch, Pierce, Fenner & Smith, Inc.
Dain Bosworth, Inc.
. First Bank System Capital Markets Group
Prudential - Bache
Kidder, Peabody & Canpany
First Northern Securities, Inc.
Miller Schroeder
Norwest Investment Services
Offerman & Company Services
Piper, Jaffray & Hopwood
Dean Witter Reynolds Inc.
Shearson LeI man Brothers/E. F. Hutton
State Street Bank & Trust, Trust for Short-Term U.S. Government Securities
3. The Treasurer is hereby authorized to deposit City funds in any or all of
the depositories herein designated. Such deposits may be made and with-
drawn from time to time by the Treasurer as his/her best judgement and the
the interest of the City dictates.
4. The investment of funds and the reporting thereof pursuant to this reso-
lution shall be conducted in acoordanoe with established policies of the
City regarding the investment of City funds.
1989.
Passed by the City Council of the City of Richfield, this; 3rd day of January,
0 Steven J. Quam Mayor
ATTEST:
Thomas P. Ferber City Clerk
RESOLUTION NO
A RESOLUTION DESIGNATING CERTAIN SAVINGS AND LOAN
ASSOCIATIONS AND BANKS AS DEPOSITORIES
FOR THE INVESTMENT OF CITY FUNDS IN 1989
BE IT RESOLVED by the City Council of the City of Richfield, Minnesota
WHEREAS, pursuant to Minnesota Statutes, Section 475.66 and 118.005, municipal
funds may be deposited in any Savings and Loan Association which has its deposits
insured by the Federal Savings and Loan Insurance Corporation, and
WHEREAS, the amount of said deposits may not exceed the Federal Savings and
Loan Insurance Corporation insurance covering such deposits which insurance amount
is presently $100,000, and
WHEREAS, the deposit of City funds in Savings and Loan Associations and Banks
would provide greater flexibility in the City's investment program and maximize -
interest income thereon.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows:
1. It is hereby found and determined that it is in the best
interests of the proper management of City funds that
certain Savings and Loan Associations and Banks be designated
• as additional depositories for City funds for 1989.
2 The following Savings and Loan Associations and Banks in
the metropolitan area are designated as additional depositories
for municipal funds.
First National Bank of St. Paul
332 Minnesota Street
St. Paul, Minnesota 55101
Marquette Bank Minneapolis
Marquette St. 6th Street
Minneapolis, Minnesota 55480
Norwest Bank of Minneapolis
7900 Xerxes Avenue South
Bloomington, Minnesota 55431
3. It is further found and determined that the purpose of such
depository designation is to facilitate the proper and ad-
vantageous investments of City funds and that such designation
is not exclusive nor does it preclude the deposit of any City
funds in other officially designated depositories of the City.
4. The Treasurer is hereby authorized to deposit City funds in any
or all of the depositories herein designated up to the amount of
5100,000, or such other amomt as may be subsequently permitted
• Resolution No. -2-
by law, such deposits to be in the form of demand aaoounts for
Public Unit Savings Certificates purchased by the City, payable
to the City of Richfield on the signatures of the City Treasurer.
Such deposits may be made and withdrawn from time to time by the
Treasurer as his/her best judgement and the interests of the City
dictates.
5. The investment of funds and the reporting thereof pursuant to
this resolution shall be conducted in accordance with estab-
lisped policies of the City regarding the investment of City
funds.
6. Investment bankers services, First American Investment Group,
Inc., 3601 West 29th, Suite 120, Topeka, Kansas, 66604, Long
Beach Savings & Loan, 101 Long Beach Boulevard, Long Beach,
CA., 90802, Professional Asset Management, Inc., 331 - 15th
Street, Del Mar CA., 92014, Goldstone Investment Corp., 9832
Oline St., Wakarusa, Kansas, 66546, Liberty Group, 500 Newport
Center Drive, Newport Beach, CA., 92660, Kansas National
Investments, 5845 S.W. 29th, Topeka, Kansas, 66614,and Bankers
Clearing Corp., 7400 Metro Blvd. Suite 355, Edina, Minnesota 55435,
are being used to service the depositories outside the metropolitan area.
• Passed by the City Council of the City of Richfield this 3rd day of
January, 1989.
Steven J.iQuam Mayor
ATTEST:
Thomas P. Ferber City Clerk
CITY OF RICHFIELD, MINNESOTA
Study Session Letter No. 3
Agenda January 3, 1989
0
Issue Statement:
Designation of official Newspaper for 1989
Background:
The Richfield Sun-Current, published by the Minnesota Suburban
Newspapers, has been the City's official newspaper for many
years. The rates for legal publications are as set forth by
Minnesota law.
Attached'is a copy of a letter from Minnesota Suburban Newspapers
requesting that they be designated the official newspaper for the
City of Richfield for 1989.
Recommended Motion:
Designate the Richfield-Sun Current as the City of Richfield
official newspaper for the year 1989.
as the official newspaper for many
desire to continue to provide this
proximity to City offices if it is
legal notices before publication
4. The paper is delivered to each residence in the City, thereby
providing city-wide coverage of legal notices to residents.
Alternative Recommendation:
1. Not make a designation and request the City Clerk's office to
check into using another publication, such as the Minneapolis
Star Tribune.
Basis for Recommendation:
1. The paper has served well
years.
2. The paper has expressed a
service.
3. The newspaper is in close
necessary to hand deliver
deadlines.
Discussion/Decision Mode:
I
As the City typically publishes legal notices eachweek, this
item has been placed on the January 3, 1989 City Council agenda
so that a designation can be made for 1989.
JDP/eja
Respectfully submitted,
James D. Prosser
City Manager
40-
ILLLC7L1
MtrrriESOra
SISusuRSaN
NapEizs
December 13, 1988
City Council
Representing Sailor, City of Richfield
Current, Sun-Current
and Post Publications 6700 Portland Avenue South
Richfield, Mn. 55423
Dear Council Members:
Main Office We would appreciate your designation of the Richfield Sun-
7831 East Bush Lake Rd. Current to be your official newspaper for' the year 1989.
Bloomington, MN 55435
612-896-4700
The new rate structure for legals effective January 1, 1989
Satellite Offices will be:
1209 East Cliff Road
Burnsville, MN 55337
612-890-4456 1 column width
464 Second Street 53.7 cents per line - first insertion
Excelsior, MN 55331 29.9 cents per line - subsequent insertions
612-474-0285
4921 Babcock Trail This rate is based on our column width of 11.5 picas.
Inver Grove Heights,
MN 55075
612-451-6439
We will provide, at no additional charge, two notarized
affidavits on each of your publications. Additional
notarized affidavits, on request, will be furnished at 35
• cents each.
All publications should reach this office'by Wednesday a.m.
preceding our Monday publication. However, we would
appreciate receiving any large quantities of legals or any
lengthy legals at an earlier time.
In order to expedite our services to you!, it is requested
that you direct your publications to the attention of
Meridel Hedblom, Legal Publications, 78
1 East Bush Lake
Road, Bloomington, Mn. 55435.
3
We appreciate being considered as the official newspaper
for the Richfield. It has been a pleasure working with you
and we look forward to a continued working relationship.
Sincerely,
MINNES SUBURBAN NEWSPAPERS
L.J Canning
Pu isher
LJC/mc
40,
CITY OF RICHFIELD, MINNESOTA
• Study Session Letter No. 2
Agenda January 3, 1989
Issue Statement:
Consideration to authorize purchase of carpet and tile in excess
of $5,000 for the sales area of the Lyndale Liquor Store.
Background:
The resolution relating to purchasing, provides that the City
Council must approve those purchases in excess of $5,000.
The existing carpet at the Lyndale Store is excessively worn
in need of replacement. Installation of tile in high traffic
areas will eliminate future carpet replacement in those areas
prolong the life of the carpet.
Three companies submitted quotes as follows:
St. Paul Linoleum and Carpet $9,604
Bloomington Linoleum & Carpet 9,526
Midwest Floor Covering, Inc. 9,265
Funds for this purchase are available from retained 1988
earnings.
and
and
Recommended Motion:
• Approve the purchase and installation of carpet and tile for the
Lyndale Avenue Store from Midwest Floor Covering, Inc. in the
amount of $9,264.52.
Basis for Recommendation:
1. Midwest Floor Covering submitted the lowest quote.
2. The Bloomington Health Department strongly recommends
replacement of the carpet.
3. Adequate funds are available for this purchase.
Alternative Recommendation:
1. Not approve the purchase.
Discussion/Decision Mode:
This item has been placed on the January 3 Council agenda so that
the capet replacement can coincide with the painting and new
signage at the store. January is typically a low customer
traffic month and customer inconvenience will be minimal at this
time of year.
Respectfully submitted,
q11&
. James D. Prosser
City Manager
CITY OF RICHFIELD, MINNESOTA
i Study Session Letter No. 5
Issue Statement:
Council designation of Mayor Pro Tempore and Acting City Manager
Background:
It is necessary to designate persons to serve as the Mayor Pro
Tempore and the Acting City Manager for those times when either
the Mayor or the City Manager are absent from the city.
Past Mayor Pro Tempores' are as fo lows-
/' vy- Z
1988 - Michael Sandahl
1987 - Ivan Ludeman
1986 - Ivan Ludeman
1985 - Michael Sandahl
1984 - Ivan Ludeman
The Director of Administrative Services is usually designated as
the Acting City Manager.
Recommended Motion:
(1) Designate a Council Member to serve as. Mayor Pro Tempore
during 1989. (2) Designate Steven Devich, Director
• Administrative Services as the Acting City Manager,.
Basis for Recommendation:
1. These appointments are necessary to insure continuation of
city operations during the absence of either the Mayor or the
City Manager.
Alternative Recommendation:
1. Defer the appointments to a subsequent Council, meeting.
Discussion/Decision Mode:
1 This matter has been placed on the January 3, 1989 City Council
agenda for Council consideration.
Respectfully submitted,
James D. Prosser
City Manager
JDP/eja
0
•
CITY OF RICHFIELD, MINNESOTA
Study Session Letter No. 1
Agenda January 3, 1989
Public hearing to consider approval of the transfer of the
cablesystem from Rogers Cablesystems of the Southwest, Inc. to
KBL Cable, Inc., a Texas corporation ("KBLC') KBLCOM
Incorporated, a Texas corporation.
Background:
KBL Cable, Inc. has agreed to acquire all of the isued and
outstnding stock of Rogers Cablesystems. Under the cable
franchise granted to Rogers Cablesystems by the cities of
Minnetonka, Edina, Hopkins, Eden Prairie and Richfield, this
acuisition requires the approval of the member cities.
Issue Statement:
At the December 12, 1988 City Council meeting, the City Council
approved a resolution giving final approval of the cablesystem
acquisition, and scheduled the public hearing on the transfer for
January 3, 1989.
Recommended Motion:
Approve the transfer of the cablesytem to KBL Cable, Inc., a
Texas Corporation ("KBLC") KBLCOM Incorporated, a Texas
Corporation.
• Basis for Recommendation:
1. The process has been recommended by the Southwest Suburban
Cable Commission.
2. KBL Cable, Inc. has agreed to guarantee the full performance
of all the obligations and commitments of Rogers
Cablesystems, and all other ordinances and agreements between
the Member Cities and Rogers relating to the franchises.
3. The financial analysis indicates no basis not to approve the
transfer.
Alternative Recommendation:
1. Do not take action, or continue the hearing to a subsequent
Council meeting. However, this could delay the sale and
transfer of the cablesystem.
Discussion/Decision Mode:
As scheduled at the December 12, 1988 Council meeting, this
hearing has been placed on the January 3, 1989 City Council
agenda.
Respectfully submitted,
James D. Prosser
City Manager
*_-1 -1
CONSENT AGREEMENT AND GUARANTY OF PERFORMANCE
Parties: City of Richfield , a Minnesota
municipal corporation (the "City")
KBL Cable, Inc., a Texas corporation ("KBLC")
KBLCOM Incorporated, a Texas corporation
("KBLCOM")
Effective Date: , 1989
Recitals:
1. Pursuant to the City's cable communications ordinance,
the City granted a cable television franchise (the ordinance and
the grant of the franchise are referred to collectively as the
"Franchise") to Rogers Cablesystems of Minnesota Limited
Partnership, a Minnesota limited partnership in which Rogers
Cablesystems of the Southwest, Inc. ("RCTSI") is the general
partner. Pursuant to Amending Ordinance No. , the City
approved the transfer of the Franchise to RCTSI, subject to the
dissolution of Rogers Cablesystems of Minnesota Limited
Partnership.
2. Pursuant to a Stock Purchase Agreement dated August 9,
1988, between KBLC and Rogers U.S. Holdings, Limited ("RUSHL"),
• KBLC has agreed to purchase all of the outstanding common stock
and Series A Multiple Voting Preferred Stock of RCA Cablesystems
Holding Co. ("ROACH").
3. RCTSI is a wholly-owned subsidiary of Rogers U.S.
Cablesystems, Inc. ("RUSCI"), which is a wholly-owned subsidiary
of Rogers Cablesystems of America, Inc. ("RCA"), which in turn is
a wholly-owned subsidiary of ROACH. ROACH is a wholly-owned
subsidiary of RUSHL, which in turn is indirectly wholly owned by
Rogers Communications, Inc. ("RCI").
4. The City has determined that the acquisition by KBLC of
the common and preferred stock of RCACH (sometimes referred to
herein as the acquisition of control by KBLC; over RCTSI)
constitutes a fundamental corporate change in RCTSI which
requires the consent and approval of the City under the Franchise
Ordinance.
5. KBLC desires to obtain the City's consent and approval
and, in consideration therefore and to the extent not
inconsistent with state and federal law, including the Cable
Communications Policy Act of 1984, is willing to guarantee,
unconditionally, all of the obligations and commitments of RCTSI
and its parent companies under the Franchise and other ordinances
and agreements between the City and RCTSI and its parent
companies.
6. RCI and RUSHL desire to be released from all
• obligations and responsibilities to the City under the Franchise
and from all other ordinances and agreements between the City and
RCI and its subsidiaries regarding the Franchise. The City is
willing to release RCI and RUSHL from such responsibilities and
obligations, but only if KBLC (and KBLCOM, by guaranteeing KBLC's
obligations) unconditionally guarantees the full performance by
RCTSI and its parent companies of RCTSI's lawful obligations and
responsibilities under the Franchise and all other ordinances and
agreements between the City and RCTSI and its remaining parent
companies.
7. In consideration of the City's consent to and approval
of the fundamental corporate change in RCTSI to be effected by
KBLC's purchase of the common and preferred stock of ROACH,
KBLCOM is willing to guarantee the performance of KBLC's lawful
obligations and duties under this Agreement.
0
8. RCTSI has requested and the City has agreed to extend
the terms of the CATV Relief ordinance, as amended, to KBLC
pursuant to the Stipulation of Settlement and Release dated
, 1988, approved by the City and other Member Cities
of the Southwest Suburban Cable Commission (the "SWSCC").
9. The SWSCC and the City have reviewed KBLC's technical
ability, financial condition, legal qualifications and character
in a public proceeding after due notice and inquiry.
10. Neither the SWSCC nor the City has found any reasonable
cause to disapprove of the acquisition of control by KBLC over
RCTSI as a result of said review.
Agreements:
The parties hereto agree as follows:
A. Except as specified in this paragraph A, KBLC hereby
unconditionally and absolutely guarantees to the City the full,
prompt and complete performance of all obligations, duties, and
agreements of RCTSI, RUSCI, and RCA, respectively,! to the extent
not inconsistent with state and federal law, including the Cable
Communications Policy Act of 1984, under each of the following
agreements and all of the ordinances, amending ordinances,
agreements, and exhibits referred to and incorporated therein,
as the same from time to time may have been amended (collectively
referred to herein as the "Guaranteed Documents"):,
1. Acceptance of
System dated
hereto and incorporated
For purposes of this
deemed to be amended as
a Franchise For a Cable Television
If 1988 (the "Acceptance", attached
herein by reference as Exhibit 1).
Agreement, the Acceptance shall be
follows:
.&
• a. Paragraph 5 of the Acceptance shall be deleted in
its entirety; and
b. Paragraph 8.C. shall be revised to read as
follows:
Grantee is a wholly-owned subsidiary of
Rogers U.S. Cablesystems, Inc. ("RUSCI"), a
Delaware corporation, which is a wholly-owned
subsidiary of Rogers Cablesystems of America, Inc.
("RCA"), a Delaware corporation, which in turn is
a wholly-owned subsidiary of RCA Cablesystems
Holding Co. ("RCACH"), a Delaware corporation.
RCACH is a wholly-owned subsidiary of Rogers U.S.
Holdings, Limited, a Canadian corporation, which
in turn is indirectly wholly owned by Rogers
Communications, Inc., a Canadian corporation.
2. Stipulation of Settlement and Release dated
, 1988 (the "Stipulation", attached hereto and
incorporated by reference as Exhibit 2). For the purposes
of this Agreement, the Stipulation shall be deemed to be
amended by deleting the words "and Grantee" from the twenty-
fourth (24th) line of paragraph 3 on page 4, and by deleting
from paragraph 4 on page 4 the words "and Agreement of Joint
and Several Liability" and adding the word "and" before the
words "Acceptance Agreement". KBLC and KBLCOM acknowledge
and agree that for the purposes of this Agreement, no
provisions of the Stipulation shall be construed as a
release or waiver of any of RCTSI's obligations and
agreements under any of the Guaranteed Documents.
B. KBLCOM hereby unconditionally guarantees to the City
the full, prompt and complete performance of all of KBLC's (and
of any successor or assign of KBLC) lawful obligations under this
Agreement to the extent not inconsistent with state and federal
law, including the Cable Communications Policy Act of 1984.
C. The obligations of KBLC and the guaranty of KBLCOM
hereunder shall be absolute, complete, continuing, and
irrevocable, and KBLC and KBLCOM shall not be released of their
respective obligations and guaranty hereunder so long as any
claim of the City against RCTSI arising out of the Franchise, the
Guaranteed Documents, or otherwise is not settled or discharged
in full. KBLC (or, in the event KBLC defaults on the terms of
its obligations, KBLCOM) will pay to the City all reasonable
expenses, costs, and attorneys' fees incurred by the City in
protecting or enforcing the City's lawful rights under this
Agreement or any of the Guaranteed Documents, whether suit be
brought or not.
0 - 3 -
D. In the event either KBLC or KBLCOM chooses, or is
required, to perform in Minnesota RCTSI's obligations under this
Agreement, KBLC or KBLCOM, as the case may be, shall obtain all
authorizations, licenses, permits and regulatory approval
necessary to do business in Minnesota and to perform RCTSI's
obligations under the Franchise.
E. In the event RCTSI defaults in the performance of any
of its lawful obligations under the Franchise or the Guaranteed
Documents, the City shall give written notice of the default to
RCTSI pursuant to the terms of Article IX of the Franchise and
shall concurrently give the same notice to KBLC and KBLCOM. In
the event of such default, and in the event of KBLCOM's failure
to perform its obligations under its guaranty, the. City, at its
option, may elect to invoke some or all of the provisions of
Article IX of the Franchise. The City shall have the right to
enforce against KBLC any obligations, agreements, warranties,
representations, penalties or performances under this Agreement
or the Guaranteed Documents without the requirement that the City
follow any different or additional procedures as to KBLC than the
City would follow as to RCTSI. KBLCOM agrees that in the event
KBLC does not cause RCTSI to cure any default under this
Agreement or the Guaranteed Documents within thirty (30) days of
receiving notice of the default from the City, the City may, at
its election, require KBLCOM to cause to be performed RCTSI's
obligations. KBLCOM agrees that in the event KBLC does not cure
• any such default within said thirty (30) days, the City, at its
election, may require KBLCOM to cause to be performed RCTSI's
obligations, at which time the City shall have the same rights
and remedies against KBLCOM under this paragraph E, as it has
against KBLC in the event of any default by RCTSI.
F. No right or power of the City hereunder shall be deemed
to have been waived by any act or conduct on the part of the
City, or by any neglect to exercise such right or power, or by
any delay in so doing; and every right or power of the City shall
continue in full force and effect until specifically waived or
released by an instrument in writing executed by the City.
Unless specifically waived or released by the City in writing,
the respective obligations and guarantees of KBLC Wand KBLCOM
under this Agreement and under the Guaranteed Documents shall
remain unchanged in the event the City either obtains' additional
guarantees, security, or agreements securing RCTSI's 'performance
hereunder, or releases or waives such guarantees, security or
agreements.
G. Provided RCTSI is a party to any such :'amendments,
renewals, or extensions, KBLC (and KBLCOM with respect to its
guaranty of KBLC's obligations) hereby consents to the Guaranteed
Documents being amended, renewed, or extended in writing, with or
without notice to KBLC or KBLCOM, and KBLC (and KBLCOM, with
respect to its guaranty of KBLC's obligations) agrees that it
- 4 -
will remain the unconditional guarantor of RCTSI's obligations
under the Guaranteed Documents as so amended, renewed, or
extended.
H. Each of KBLC and KBLCOM warrants and represents to the
City as follows:
1. That it is lawfully incorporated under the laws
of Texas and is in good standing in Texas.
2. That it has full right and authority to enter into
this Consent Agreement and Guaranty of Performance and, in
the event of RCTSI's default on any of its lawful
obligations to the City in connection with the Franchise, to
cause to be performed RCTSI's obligations.
3. That it has taken all corporate action required to
authorize the execution and delivery of this Agreement.
I. At such time as KBLC and KBLCOM execute this Agreement,
each of them shall deliver to the City a certified copy of its
Articles of Incorporation and an opinion from its legal counsel
stating that it has duly entered into this Agreement with full
and proper corporate authority and that, to the extent not
inconsistent with state and federal law, including the Cable
Communications Policy Act of 1984, this Agreement is enforceable
against KBLC or KBLCOM, as the case may be, in accordance with
its terms, subject to (i) any applicable bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors'
rights generally, and (ii) general principles of equity
(regardless of whether such enforceability is 'considered a
proceeding in equity or law) . Such legal opinion 'shall be in a
form and substance acceptable to the City.
J. KBLC shall, at the time it executes this Agreement,
fully comply with the terms and conditions of Article XIV,
Section 2, of the Franchise. Pursuant to a letter of
understanding dated October 17, 1988, between KBLC and SWSCC
(attached hereto and incorporated by reference as Exhibit 3),
KBLC agrees to reimburse the SWSCC for the SWSCCIs reasonable
expenses, costs, and professional fees incurred in connection
with the City's approval of the acquisition by KBLC of control
over RCTSI. At the same time, to the extent not inconsistent
with state and federal law, including the Cable ;Communications
Policy Act of 1984, KBLC shall cause RCTSI to comply with all of
the insurance, letter of credit, and bonding requirements of
Article VIII of the Franchise.
K. KBLC agrees to indemnify and to hold the SWSCC and the
City harmless from (i) any liability or responsibility with
respect to KBLC's acquisition of control over RCTSI, and (ii) all
reasonable costs, expenses and professional fees of any nature
5 -
that arise from third-party claims directly resulting from the
City's consent to and approval of the fundamental corporate
changes in RCACH and RCTSI.
L. The City hereby waives any right of first refusal to
purchase the Franchise or related system, but only as such right-
of-first-refusal would apply to the request for approval of the
acquisition of control by KBLC over RCTSI.
M. Upon the filing by KBLC and KBLCOM with the City of an
executed copy of this Agreement, together with executed copies of
each of the agreements and exhibits required hereunder, the City
shall release RCI and RUSHL from any and all responsibilities,
liabilities, claims and disputes, known or unknown, of any type
whatsoever, related to or arising from the Franchise or RCTSI's
performance thereunder, or the approval of KBLC's acquisition of
control over RCTSI.
N. Upon the filing by KBLC and KBLCOM with the City of an
executed copy of this Agreement, together with executed copies of
each of the agreements and exhibits required hereunder, the
acquisition by KBLC of the common and preferred stock of RCACH
(and the resulting fundamental corporate change in RCTSI), and
KBLC's request that the Franchise currently remain in the name of
RCTSI, shall be approved by the City.
0. This Agreement shall be governed, interpreted and
enforced according to the laws of the State of Minnesota and
relevant federal law. In connection with all matters arising out
of this Agreement, KBLC and KBLCOM hereby submit to the
jurisdiction of the state and federal courts of Minnesota,
exclusively.
P. This Agreement shall remain in force as long as RCTSI
or any subsidiary of KBLC operates or controls the Franchise.
Q. Any right or remedy granted to the City under this
Agreement or the Guaranteed Documents which shall be found to be
unenforceable for any reason shall be severable and all remaining
rights and remedies shall continue to be valid and enforceable.
All rights and remedies of the City' shall be separate and
cumulative, and the exercise of one shall not limit or prejudice
the exercise of any other remedy at the same or at a later time.
R. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective successors and
assigns. Any change or amendment to this Agreement shall be
valid only if made in a writing duly executed by each of the
parties hereto.
0
- 6 -
• S. All notices or demands required or permitted to be
given in writing under this Agreement shall be deemed to be given
when delivered personally to any officer of KBLC or KBLCOM, as
the case may be, or to the City's Administrator of the Franchise,
or forty-eight (48) hours after such notice or demand is
deposited in the United States mail in a sealed envelope, with
registered or certified mail postage prepaid thereon, addressed
to the party to which notice is being given, as follows:
If to the City:
If to KBLC: 4582 South Ulster Street Parkway
Suite 405
Denver, CO 80237
Attn: President
If to KBLC: 4582 South Ulster Street Parkway
Suite 405
Denver, CO 80237
Attn: President
•
An address may be changed by a party upon notice to each of
the other parties given as provided in this paragraph.
CITY OF: Richfield
By
Its Mayor
By
Its Manager
KBL CABLE, INC.
By
Its
KBLCOM INCORPORATED
By
Its
0
SW2 - 12/3/88
- 7 -
• STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the Mayor of the CITY OF Richfield , a Minnesota municipal
corporation, on behalf of said corporation.
Notary Public
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the City Manager of the CITY OF Richfield , a Minnesota
municipal corporation, on behalf of said corporation.
Notary Public
• STATE OF TEXAS )
) ss.
COUNTY OF HARRIS)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by If
the of KBL CABLE, INC., a Texas corporation, on
behalf of said corporation.
Notary Public
•
STATE OF TEXAS )
) ss.
COUNTY OF HARRIS)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the of KBLCOM INCORPORATED, a Texas corporation
on behalf of said corporation.
Notary Public
- 8 -
EXHIBIT 1
11
ACCEPTANCE OF A FRANCHISE FOR A
CABLE TELEVISION SYSTEM
Richfield
"City"), by action
_, adopted a Cable
"Franchise"), which
City as Ordinance
_, a Minnesota
of its governing
Communications
is now recorded in
vo. 1980-33 , and
originally, granted to Minnesota Cablesystems - Southwest, a
Minnesota Limited Partnership, with Minnesota Cablesystems, Inc.,
a Minnesota corporation, as General Partner, a non-exclusive
franchise to contract, operate and maintain a cable
communications system (the "System") within the City; and
WHEREAS, the City of,
municipal corporation (the
body on Decenber 22, 1980
Franchise ordinance ( the
the ordinance books of the
WHEREAS, the City has amended the Franchise by ordinance
Nos. 1983-8 It 1983-20 , and 1985-12 , adopted on May 23, 1983 ,
July 25, 1983 , and June 10, 1985 , respectively
(together called the "Amendments"); and
WHEREAS, by the Amendment dated May 22, 1985, the name of
the original grantee of the Franchise was changed to Rogers
Cablesystems of Minnesota Limited Partnership, a Minnesota
limited partnership, with Rogers Cablesystems of Minnesota, Inc.,
a Minnesota corporation, as the General Partner and is now
renamed Rogers Cablesystems•of the Southwest, Inc.;, and
WHEREAS, by Resolution (the "Resolution"), dated June 13
1988, the City consented to and approved the transfer of the
Franchise from Rogers Cablesystems of Minnesota, Limited
Partnership, a Minnesota limited partnership, to the general
partner of that partnership, Rogers Cablesystems of' the
Southwest, Inc. (hereinafter referred to as the "Grantee,"
including those instances where it is acting as the successor in
interest to the rights and obligations of the original grantee);
and
WHEREAS, the Resolution requires, among other requirements,
that the Franchise be accepted in writing by Grantee in form and
substance acceptable to the City and the Franchiserequirements
at Article XII, Section 1, and further that Grantee in acceptance
of the Franchise, comply with the requirements of Article XIV,
Section 2.
NOW, THEREFORE, pursuant to
the Resolution and Franchise, and
approval of the transfer, Grantee
Franchise and make the following
to the Cities:
the terms and requirements of
in consideration'of the
does hereby accept the
representations and warranties
1
• 1. Grantee agrees to be bound by the Franchise, as amended
by the Amendments, the offering (as defined in the Franchise),
and Ordinance No. 1985-12 of the City (the "Relief Ordinance")
and to timely and fully perform and fulfill the terms, provisions
and conditions of the Franchise, as so amended, the Offering, and
the Relief Ordinance, and the Performance Agreement between City
and Rogers Cablesystems of Minnesota Limited Partnership, dated
August 2, 1985 , including the contracts attached thereto as
Exhibit A and B (together called the "Performance Agreement"),
and to be bound by the Franchise for the System through December
31, 1999.
2. Grantee agrees to provide, and warrants and represents
that it is able to provide, all services and offerings set forth
in the Franchise, as so amended, in the Offering, and in the
Relief ordinance, and agrees to be bound by and to timely and
fully perform and fulfill all of the agreement, provisions,
promises, offers, representations and inducements contained in
the Franchise, as so amended, the offering, Performance Agreement
and the Relief Ordinance. The Offering is hereby incorporated
into this Acceptance in full as if fully set forth herein.
3. Grantee agrees that it is and shall be subject to the
regulatory authority of the City as set out in the Franchise, as
now amended, and as the Franchise may, from time to time,
hereinafter be supplemented or amended.
• 4. Grantee understands and agrees that the Offering is
specifically set out in the Franchise only in part, and that the
whole of the Offering is incorporated in the Franchise by
reference. Therefore, Grantee agrees that City may, at any time
and from time to time, amend the Franchise by the sole act of the
City, and without acceptance or agreement by Grantee, to include
in the Franchise, effective as of the date of commencement of the
Franchise term, any one or more specific provisions of the
Offering not then specifically in the Franchise.
5. No legislation or regulation passed by any legislative
body or administrative agency subsequent to the grant of the
Franchise, as so amended, or of the Relief ordinance, shall
relieve Grantee of any obligations under the Franchise, as so
amended, or the Offering, or the Relief ordinance,' or the duty of
complying, in all respects, with the terms and conditions of the
Franchise, as so amended, the Offering, and of the Relief
Ordinance. Also, Grantee agrees that it will not seek to have
any legislative or administrative body, other than the City,
preempt or otherwise modify the terms of the Franchise, as so
amended, or of the Relief Ordinance. However, this provision
shall not be construed to deny Grantee the right to participate
in federal, or state, legislative or administrative rule making
procedures considering the adoption of legislation of rules of
general application.
2
6. Grantee agrees to cooperate fully with the City in
• obtaining from any governmental agency all licenses, permits, and
other authority, necessary for the construction, operation and
maintenance of the System pursuant to the Franchise, as now or
hereafter amended.
7. Grantee represents, warrants and guarantees that
neither it, nor 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 operation of the System, or the obtaining of any
of the Amendments or of the Relief Ordinance.
8. Grantee further warrants and represents as follows:
A. That it is lawfully incorporated under the laws of
Minnesota, and has full right and authority to enter into
and fully perform the Franchise, as so amended, the
offering, the Performance Agreement, the Relief Ordinance,
and this Acceptance; that all corporate action required to
authorize the execution and delivery of the Franchise, as
amended, the Relief Ordinance, and this Acceptance, and all
other documents to be executed and/or delivered by Grantee
pursuant to the Franchise, as so amended, the Relief
Ordinance, and this Acceptance, and to authorize the
performance by Grantee of all of its obligation under the
• Franchise, as so amended, the Offering, the Relief
Ordinance, and this Acceptance, and all such other documents
to be executed and/or delivered by Grantee, have been
validly and duly taken and are in force and effect; and that
the Franchise, as so amended, the Relief Ordinance, this
Acceptance, and all such other documents executed and/or
delivered by Grantee, have been duly executed and delivered
by Grantee and the terms of each thereof are !fully binding
upon and enforceable against Grantee;
B. That Grantee has the fiscal and construction capability
to commence, complete, operate and maintain the System
pursuant to the terms of the Franchise, as so amended, and
the Relief Ordinance;
C. That Grantee is a wholly-owned subsidiary of Rogers
U.S. Cablesystems, Inc. ("RUSCI") (Rogers American Cable
Corporation, a Delaware corporation "RACC" was merged with
RUSCI May 13, 1987), a Delaware corporation, i which is a
wholly-owned subsidiary of Rogers Cablesystems of America,
Inc. ("RCA"), a Delaware corporation, and that RCA is
principally owned by Rogers Cablesystems International B.V.,
a Netherlands corporation, which is a subsidiary of Rogers
Communications, Inc. ("RCI"), a Canadian corporation, which
was formerly known as Rogers Cablesystems, Inc. and Canadian
0 Cablesystems, Limited; and
3
s
D. City understands that it shall have the right to hold
RCA, RUSCI and RCI each jointly and severally liable for the
full performance of all of the obligations of Grantee under
the Franchise as extended to December 31, 1999, the Relief
Ordinance, the Performance Agreement and this Acceptance and
with the further understanding that RCA and RUSCI have
committed their resources and credit, as available, from
time to time to ensure the operating viability of Grantee.
RCA, RUSCI and RCI will each have the identical obligation
of Grantee under the Franchise extended through December 31,
1999, the Relief Ordinance, the Performance Agreement and
this Acceptance, neither more nor less.
E. That Grantee is authorized to do business in Minnesota,
and is in good standing in Minnesota.
9. Grantee has agreed, by this acceptance, to the fees,
rates, rat= change procedures and standards for review of rates
and rate changes, in the Franchise, as so amended, and in the
Relief Ordinance, to the extent not inconsistent with the Cable
Communica-ions Policy Act of 1984. Also, Grantee agrees that the
City can use and consider in evaluating any rate change, among
other things, the tax benefits received by Grantee,' its
shareholde_s, and others, as a result of investments in the
System, and the cash flow derived from the System.'
10. Grantee further agrees to hold the City and SWSCC and
their respective officers, agents,-employees and representatives,
harmless from and indemnified against any and all loss, cost,
damage and expense, including, without limitation, attorneys'
fees, now or hereafter incurred by them, or either,,of them, and
their respective officers, agents, employees or representatives,
and arising out of or due to, or claimed to arise out of or be
due to, the grant of the Franchise, as so amended, or the Relief
Ordinance or the process followed by City and SWSCC in granting
the Franchise, the Amendments, or the Relief Ordinance.
11. Grantee agrees that all agreements, representations and
warranties set forth herein, in the Franchise, as so amended, in
the offering, or in the Relief Ordinance, shall be'lbinding upon
it and its successors and assigns, and-shall inure, to the benefit
of the City and its successors and assigns.
•
4
IN WITNESS WHEREOF, Grantee has caused this Acceptance to be
duly executed and delivered this day of ,
1988.
DATED:
ROGERS CABLESYSTEMS OF THE
SOUTHWEST, INC., a Minnesota
corporation
By:
Its:
And:
Its:
STATE OF MINNESOTA)
ss
COUNTY OF HENNEPIN)
Subscribed and sworn to before me this day of
, 1988, by , the
, respectively, of Rogers Cablesystems of
Minnesota Limited Partnership, a Minnesota limited partnership,
on behalf of said limited partnership.
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
Subscribed and sworn to before me this day of
1988, by , the
, respectively, of Rogers Cablesystems of
the Southwest, Inc., a Minnesota corporation, the General Partner
of Rogers Cablesystems of Minnesota Limited Partnership, a
Minnesota limited partnership, on behalf of said corporation.
ACCEPT.CLP/SW3
10/25/88
•
i
r
EXHIBIT 2
STIPULATION OF SETTLEMENT AND RELEASE
This Stipulation of Settlement and Release ("Stipulation")
is entered into this day of , 1988 by and
between, the City of , a Minnesota municipal
corporation ("City"), and one of the Member Cities, of the
Southwest Suburban Cable Commission (the "SWSCC"), Rogers
Cablesystems of the Southwest, Inc., a Minnesota corporation,
("Grantee") Grantee under the Franchise which was granted to it
by City, Rogers Communications, Inc., ("Rogers"), a Canadian
corporation, Rogers Cablesystems of America, a Delaware
corporation, and Rogers U.S. Cablesystems, Inc., a Delaware
corporation, guarantors of Grantee (herein together called
"Rogers Subsidiaries").
WHEREAS, Rogers has agreed to sell all interests and
holdings in its U.S. cable systems; and
WHEREAS, Rogers and the City agree that KBL Cable, Inc., a
Texas corporation ("Proposed Transferee") should assume all
Rogers' responsibilities and liabilities related to the Franchise
on and after the close of transfer ("Closing"); and
WHEREAS, the transfer from Rogers to Transferee shall be
effectuated through the transfer of the controlling stock
interest in RCA Cablesystems Holding Co., the parent corporation
of Grantee; and
WHEREAS, while the Grantee of the Franchise shall remain the
same, Proposed Transferee shall on and after closing of the
transfer of ownership from Rogers to Proposed Transferee,
guarantee all responsibilities and liabilities relating to
Rogers and the Grantee and Rogers shall be released and
discharged from all responsibilities and liabilities for its
actions and the actions of the Grantee occurring on or after such
Closing; and
WHEREAS, the City understands that Grantee and Rogers agree
that the terms of this Stipulation shall not be effective unless
the Proposed Transferee enters into a guarantee agreement on or
before the time of Closing guaranteeing Grantee's performance of
the Franchise as amended, this Stipulation, the CATV Relief
Ordinance as amended, the Performance Agreement as'amended, and
compliance with the acceptance terms of the Franchise; and
WHEREAS, Rogers has requested that the City extend the
terms of the CATV Relief Ordinance as amended by Exhibit CC
approved by City and other Member Cities of the SWSCC to Proposed
Transferee after the Closing; and
•
- 1 -
• WHEREAS, in consideration of the extension of the CATV
Relief Ordinance, Rogers has made an offer, included in a letter
dated August 18, 1988, and attached hereto as Exhibit AA; and
WHEREAS, it is intended by the acceptance of Exhibit AA by
City that continuation of the relief provided for under the terms
of the CATV Relief Ordinance as amended by Exhibit CC will
continue after the Closing based upon the following Exhibits
being complied with by Grantee, Rogers and Proposed Transferee:
Exhibit BB - Proposed Resolution
Exhibit CC - Proposed CATV Relief Ordinance Amendment
Exhibit DD - Proposed Amendment to Performance Agreement;
WHEREAS, in consideration of payment to the SWSCC in the sum
of $3.5 Million (U.S.), City, along with other Member Cities of
the SWSCC, agree to the approval of Exhibits BB, CC and DD, and
agree that the waiver or deferral of certain Franchise
requirements shall be approved and that Rogers and the Grantee
shall be relieved of any further liability or responsibility for
completion thereof; and
WHEREAS, upon compliance by Grantee of all of the terms and
conditions of this Stipulation and the attached Exhibits, the
payment of $3.5 Million (U.S.) by Rogers to SWSCC, and, upon
execution between the parties of this Stipulation and Exhibit DD,
the relief provided for by City to Grantee in the CATV Relief
Ordinance as amended by Exhibit CC and Exhibit DD will be
continued after the Closing; and
WHEREAS, Rogers seeks a release from liability under the
Franchise by City, effective upon the date of transfer to
Proposed Transferee.
WHEREAS, the City and Grantee make the following
acknowledgements:
1. By City: As of the date of this Stipulation and except
for the waivers and deferrals provided for in this,Stipulation,
City has found, that to the best of its knowledge, ',Grantee is
not in violation of the Franchise;
2. By City and Grantee: As set forth in Article XII,
Section 5, and Article XIV, Section 2B, of the Franchise, any
previous, current or future deferral or failure of the City to
enforce prompt compliance with all provisions in the Franchise
does not constitute a waiver of the City's rights or obligations
to enforce compliance in the future; further this provision does
not relieve the Grantee and the Proposed Transferee of any
obligations they have to comply with all provisions of the
Franchise, except as such obligations are amended, waived, or
. extended by this Stipulation and the CATV Relief Ordinance as
2 -
• amended. Upon transfer of ownership and control of Grantee by
the stock purchase to the Proposed Transferee, the City shall
again be entitled to enforce prompt compliance of any obligation
and any deferral or failure to enforce the then existing
obligations by the City shall not constitute a waiver of the
City's rights or remedies; and
3. By Grantee: That Grantee is not, to the best of its
knowledge and except for the waivers and deferrals provided for
in this Stipulation, in violation of any of the terms or
conditions of the Franchise and all requirements of the Franchise
are being complied with except as identified by this Stipulation.
NOW, THEREFORE, based on the foregoing mutual agreement and
negotiated settlement between the Grantee, Rogers and City and
upon compliance by Grantee and Rogers of all of the terms and
conditions of this Stipulation, it is hereby mutually agreed
that:
1. In consideration of the Proposed Transferee's
guarantee of Grantee's performance which includes the execution
and delivery of the agreement pursuant to paragraph 5 of the
Stipulation and in consideration of payment by Rogers of $3.5
Million (U.S.) in immediately available U.S. funds, wired to the
SWSCC account, First Bank Minneapolis, Account No. 602-3377-564,
for the benefit of its Member Cities, at the Closing between
Rogers and its Proposed Transferee, City agrees to the following:
a. Continue after the Closing in accordance with the
terms of the CATV Relief Ordinance as amended,
evidenced by Exhibit CC and the Performance Agreement
as amended as exhibited by Exhibit DD, to the Proposed
Transferee of Grantee;
b. The "Waiver of completion of the minor Franchise
offerings" as set forth in Exhibit EE hereto;
i
C. Deferral for negotiation with the Proposed
Transferee regarding compliance with liability
insurance requirements of the Franchise;!,
d. Waiver of its right to review for purchase by City
and right to purchase the cable system prior to
transfer of control of Grantee of Franchise to Proposed
Transferee; and,
e. Waiver of reimbursement for costs in connection
with the Stipulation in excess of the amount paid to
the SWSCC by Grantee and Rogers.
2. Rogers and Grantee shall complete enhancement of the
. Residential Network as described in the report of the Southwest
- 3 -
Institutional Network Group ("SWING"). The cost in implementing
the SWING recommendation is approximately $34,000.00, of which
half, but not more than $17,660.50 shall be paid by all Member.
Cities. Rogers shall pay the $34,000.00 total cost initially,
and the City's portion of the cost shall be repaid to Rogers at
the time of the payment of the $3.5 Million (U.S.) on condition
Grantee complete this work prior to the Closing with Proposed
Transferee. If this work is not completed at the time of
Closing, the estimated cost shall be held in escrow by SWSCC at
the Closing and distributed when Grantee completes the work.
3. This Stipulation shall be effective only if the City
and all Member Cities of the SWSCC have approved it and its
Exhibits, and each are accepted by Grantee and Rogers. The terms
of this Stipulation shall be effective for six (6) months from
the final date of passage by all five Member Cities of a
resolution approving settlement, and may be extended by either
Grantee or SWSCC for an additional six (6) months without further
consideration. Upon payment by Rogers of the $3.5 million (U.S.)
described in paragraph 1 of this Stipulation and as a condition
of approval of the transfer of ownership and control of Grantee
to Proposed Transferee, Grantee and Proposed Transferee shall
hold harmless City, SWSCC, and Member Cities on and after
Closing of the transfer from any liability or responsibility
with respect to the sale or transfer of ownership of the cable
communications system and the Franchise of the City to Proposed
Transferee. On and after the transfer from Rogers to Proposed
Transferee, Proposed Transferee shall guarantee and Grantee shall
assume any and all then existing responsibilities and liabilities
related to the Franchise, the CATV Relief Ordinance, the CATV
Relief Ordinance Amendment, the Performance Agreement, as
amended, the Contract for Local Programming Activities between
SWSCC and Grantee, including Rogers' responsibilities and
liabilities, and the City, SWSCC and Member Cities shall release
and discharge Rogers and Grantee from any and all
responsibilities, liabilities, claims and disputes,; known and
unknown, related to the Franchise and Grantee.
4. If the conditions of this Stipulation are not satisfied
because of actions by Rogers, Grantee or Proposed Transferee,
Grantee and Rogers agree to reimburse-the City and SWSCC for all
expenses over and above amounts previously paid by'Rogers and/or
Grantee in connection with this Stipulation and also agree to be
continuously bound by the terms of the existing Franchise, the
CATV Relief Ordinance, the Performance Agreement, the Contract
for Local Programming Activities, the Acceptance Agreement and
Agreement of Joint and Several Liability both given in connection
with the transfer of the Franchise to Grantee.
5. This Stipulation and all of its Exhibits'shall be null
and void and shall not be effective, unless Proposed Transferee
_ enters into a guarantee agreement on or before the time of
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v
Closing of transfer of ownership..from Rogers to Proposed
•. Transferee agreeing to guarantee Grantee's performance of the
Franchise as amended, this Stipulation, the CATV Relief ordinance
as amended, and the Performance Agreement as amended, and unless
the Proposed Transferee complies with the terms of Article XIV of
the Franchise.
The foregoing was agreed to and entered into between the
Grantee, Rogers, and City on the day of , 1988.
City of
Mayor
city manager
ROGERS CABLESYSTEMS OF THE
SOUTHWEST, INC., a Minnesota
corporation
By
Its
90 ROGERS COMMUNICATIONS, INC., a
Canadian corporation
By
Its
ROGERS U.S. CABLESYSTEMS, INC., a
Delaware corporation
By
Its
ROGERS CABLESYSTEMS OF AMERICA,
INC., a Delaware corporation
By
Its
SW3/STIPUL2A.SW - 11/7/88
- 5 -
t
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of 19 , by ,
the Mayor of the CITY OF , a Minnesota
municipal corporation, on behalf of said corporation.
Notary Public
0
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the City Manager of the CITY OF , a Minnesota
municipal corporation, on behalf of said corporation.
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
Notary Public
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the of ROGERS CABLESYSTEMS OF THE SOUTHWEST,
INC., a Minnesota corporation, on behalf of said corporation.
COUNTY OF HENNEPIN)
STATE OF MINNESOTA)
) ss
Notary Public
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the of ROGERS COMMUNICATIONS, INC. a Canadian
corporation, on behalf of said corporation.
Notary Public
- 6 -
L
r
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the of ROGERS CABLESYSTEMS OF AMERICA, INC., a
Delaware corporation, on behalf of said corporation.
Notary Public
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this day of , 19 , by ,
the of ROGERS U.S. CABLESYSTEMS, INC., a
Delaware corporation, on behalf of said corporation.
Notary Public
SW3/STIPUL2A.SW - 11/7/88
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