88-7473R34
EXHIBIT BB
RESOLDTION NO. 7 47 3
A ?~.ESOLUTION APPROVING A SETTLEMENT WITH THE
=ANTE UNDER THE CITY'S CABLE COMMUNICATIONS
R~''~NCHISE ORDINANCE REGARDING THE EXTENSION
OF THE TERM OF THE CATV RELIEF ORDINANCE,
BASED UPON CERTAIN MODIFICATIONS THEREOF, TO
A PROPOSED TRANSFEREE OF THE FRANCHISE FOR
THE CITY'S CABLE COMMUNICATION SYSTEM.
Richfield
WHEREAS, the City Council of the City of ("City")
is the official governing body of City; and
WHEREAS, City, in association with other cities, granted a
Cable Communications Franchise to Rogers Cablesystems of the
Southwest, Inc. {"Grantee"); and
WHEREAS, the City adopted the CATV Relief Ordinance No.
1Ag~ in 1985 ("CATV Relief Ordinance"), providing for
modifications of the requirements of the City's Cable
Communications Franchise Ordinance ("Franchise"); and
WHEREAS, in approximately August 1988, Rogers
Communications, Inc. ("Rogers"), notified City and the Southwest
Suburban Cable Commission ("SWSCC"), a joint powers commission
comprised of this City and the cities of ~~ Prairie Edina ,
Hopkins , and Miruzetor~lca ( "Member Cities") , of the fact that
Rogers intended to sell all interest and holdings in its U.S.
cable systems to KBL Cable, Inc., a Texas corporation ("Proposed
Transferee"); and
WHEREAS, as part of Rogers' proposed sale of its U.S. cable
systems, Rogers requested that the City extend the term of the
CATV Relief Ordinance after the Closing; and
WHEREAS, on behalf of this City and other Member Cities of
the SWSCC, the SWSCC undertook an evaluation and study of the
request of Rogers; and
WHEREAS, after considerable study and negotiation, the SWSCC
made a recommendation based upon the final offer of Rogers, which
is included as Exhibit 1 to this Resolution as a Stipulation of
Settlement and Release ("Stipulation"); and
WHEREAS, at a Commission meeting of the SWSCC on
September 7, 1988, the SWSCC recommended that the City approve
and accept the conditions under which an extension of the terms
of the CATV Relief Ordinance would be made; and
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WHEREAS, the City had reviewed the recommendation of the
SWSCC and the Stipulation and has determined that an extension of
the CATV Relief Ordinance as amended, in accordance with the
requirements set forth in the Stipulation, is reasonable and
acceptable to the City; and
WHEREAS, the City u
that the terms of the St
the Proposed Transferee
before the time of Closi
performance of the Franc
CATV Relief Ordinance as
amended, and compliance
Franchise; and
WHEREAS, the City ac
substantial expense in ev
set forth. in the Stipulat
in this process. Both th
expenses incurred. The C
process undertaken by the
towards such expenses inc
expenses of SWSCC and als
paid pursuant to paragrap
erstands that Grantee and Rogers agree
ulation shall not be effective unless
ters into a Guarantee Agreement on or
agreeing to guarantee Grantee's
se as amended, the Stipulation, the
mended, the Performance Agreement as
th the acceptance terms of the
nowledges that the SWSCC has incurred
luatinq this proposed settlement, as
on. The City also has incurred expense
SWSCC and City must be paid for the
ty acknowledges that as part of the
SWSCC, the Grantee has paid monies
rred by SWSCC. The balance of such
the City will be paid from the funds
7 below; and
WHEREAS, the SWSCC h s recommended that Rogers pay to it
directly the proceeds of.~he settlement pursuant to the
Stipulation and such monies be held by the SWSCC until the SWSCC
is able to recommend the best use and distribution for and on
behalf of each of the Member Cities; and
WHEREAS, the City ha
its attached Exhibits and
until the sale and transf
is completed. The terms
effective until Grantee a
Resolution and satisfied
Resolution, the Stipulati
the Performance Agreement
Ordinance, as well as hav
NOW, THEREFORE, in
Council of the City of ,
determined that the Stipulation with
Resolution, shall not be effective
r by Rogers to the Proposed Transferee
f this Resolution shall not be
d Rogers have complied in full with the
11 of the requirements of this
n, the acceptance of modifications to
and the amendment to the CATV Relief
ng closed-with the Proposed Transferee.
r meeting assembled of the City
_, the following was resolved;
1) That the Stipulation with its exhibits, which is
attached hereto as E~chibit 1, is hereby approved and the
Mayor and City Manager are authorized to sign the same. on
behalf of City.
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2j That the terms of this Resolution are contingent upon
approval and adoption of the CATV Relief Ordinance Amendment
and Amendment to Performance Agreement, which are attached
to the Stipulation, by the City, other Member Cities of the
SWSCC and the SWSCC.
3) That the terms of this Resolution shall be null and
void if a similar Resolution is not approved by other
Member Cities of the SWSCC within 45 days from the date of
this Resolution.
4) That the terms of this Resolution shall be null and
void unless Grantee and Rogers shall have signed the
Stipulation and the Proposed Transferee guarantees the
performance of the Grantee and satisfies the transfer
requirements of the Franchise. _
5) This S#:=.pulation and all of its Exhibits shall be null
and void ~~~~~ shall not be effective, unless Proposed
Transferee eaters into a guarantee agreement on or before
the time of Closing of transfer of ownership from Rogers to
Proposed Transferee agreeing to guarantee Grantees
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; and
6) That if a Closing of the transfer by and between
Rogers and Proposed Transferee does not occur within six (6)
months, the terms of this Resolution shall be null and void.
The 6-month period commences when the last of the five
Member Cities has given final approval to a similar
resolution. The 6-month period may be extended by either
Grantee or SWSCC for an additional six (6) months without
further consideration. Notice of such extension must be
done in writing and mailed to the last known address of each
of the parties identified herein. The Closing shall also
provide that the Proposed Transferee of the Franchise shall
agree to be bound by the terms in this Resolution and shall
guarantee ~rantee~s performance of the Franchise, the CATV
Relief .Ordinance and Amendment to the CATV Relief Ordinance,
the Stipulation and such other requirements as may be set
forth in the resolution by the City approving the transfer
to the Proposed Transferee.
7) The SWSCC is hereby authorized to collect the sum of
$3.5 Million (U.S.) in immediately available U.S. funds
wired by Rogers to the SWSCC account, First Bank
Minneapolis, Account No. 602-3377-564 at the time of the
Closing between Rogers and its Proposed Transferee. The
sum so collected by the SWSCC may be deposited in the
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account of the SWSCC
requirements applical
(30j days after the ;
in the SWSCC account,
following:
(a) The S
for its costs a
Stipulation and
and Rogers.
and invested in accordance with
>le to municipalities. Within thirty
-3.5 Million (U.S.) payment is deposited
the SWSCC shall accomplish the
SCC is authorized to reimburse itself
d expenses in connection with the
not previously paid for by the Grantee
(b) The S~TSCC will reimburse to each of the
Member Cities an advance payment made by the Member
Cities to the SWSCC for expenses of the SWSCC in
connection with this Stipulation.
(c) The SWSCC will pay. to Rogers or place the
sums in escrow pursuant to Section 2 of the
Stipulation, if~required, the Cities' portion of costs
for the enhance ent of the subscriber network as
identified in the Stipulation.
(d) The
together with
SWSCC in acco
8) Unless otherwis
of all the Member Ci
balance of the proce
with the following d
responsible for its
with this Stipulatio
distribution:
e of the $3.5 Million (U.S.)
d interest will be disbursed by the
with paragraph 8 below.
specifically authorized by resolution
es, the SWSCC shall distribute the
s to the Member Cities in accordance
tribution formula and City shall be
n costs and expenses in connection
out of its portion of the
DISTRIBDTION*
Eden Prairie
Edina
Hopkins
Minnetonka
Richfield
TOTAL
*Based on an
total subscriber
Relief Agreement
provides an equal
of the SWSCC.
0.0$
5.0
0.0
4.5
0.5
1p0.0$
$ 700,000
875,000
350,000
857,500
717,500
$3,500,000
av rage of each city's proportion of the
rev~nues for the 7-year period of the
adj~sted to reflect the fact that each city
co, tribution for a portion of the funding
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The SWSCC shall review cable-related needs of the Member
Cities and shall make its recommendations on the uses of
the $3.5 Million (U.S.) proceeds prior to the Closing
between Grantee and the Proposed Transferee.' The Member
Cities shall have the opportunity for consideration and
approval. Consideration of such recommendations shall not
delay distribution of such balance to the Member Cities.
This Resolution is passed and adopted the 14th day of Novembex
1988.
ATTEST:
~~~~~
Thomas P. Ferber City Clerk
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