HomeMy WebLinkAboutResolution - 88-267 - Approving Join Public Hearing Before the Southwest Suburban Cable Commission on Proposed Transfer of Ownership Relating to Cable Communications Franchise - RESOLUTION NO.
A RESOLUTION APPROVING A JOINT PUBLIC HEARING
BEFORE THE SOUTHWEST SUBURBAN CABLE COMMISSION
ON A PROPOSED TRANSFER OF OWNERSHIP
RELATING TO THE CABLE COM4UNICATIONS FRANCHISE
FOR I'HE CITY OF EDEN PRAIRIE
WHEREAS , the City Council of the City of Eden Prairie
( "City") is the official governing body of the City; and,
WHEREAS , the City, in association with the Cities of
Edina 1 _ Hopkins Richfield and Minnetonka.
("Member Cities" ) formed the Southwest Suburban Cable Commission
("SWSCC") , a joint powers commission; and,
WHEREAS, the City, in association with the other Member
Cities, granted a Cable Communications Franchise ("Franchise") to
Rogers Cablesystems of the Southwest, Inc. ("Rogers") ; and,
y WHEREAS , Minnesota Statutes Section 238. 081 , Subdivision 5,
authorizes the City to delegate authority vested in it to grant,
administer, and enforce the Franchise; and,
WHEREAS , Article XIII , Section 3 , of the Franchise
authorizes the City to delegate from time to time certain rights
or obligations under the Franchise to the SWSCC; and,
WHEREAS , Minnesota Statutes Section 238. 083 provides that a
public hearing may be held in the event of a proposed transfer of
ownership of the Franchise; and,
WHEREAS , Rogers has proposed a transfer of ownership to KBL
Cable, Inc. of the Grantee of the Franchise through the transfer
of the controlling stock interest in an indirect parent
corporation of the Grantee; and,
WHEREAS, the City, in cooperation with the other Member
Cities, wishes to hold a joint public hearing to consider the
proposed transfer of ownership pertaining to the Franchise ; and,
WHEREAS, the SWSCC through its Operating Committee has
recommended to the City and the Member Cities that a joint public
hearing relating to this proposed transfer of ownership be held
on behalf of all Member Cities on November 30, 1988 , before the
SWSCC at the Edina City Hall beginning at 7 : 00 p .m. ; and,
WHEREAS, legal public notice of said public hearing shall be
published inviting any interested person to discuss the legal ,
technical and financial qualifications and character of the
proposed transferee ; and,
WHEREAS, this public hearing and legal notice shall be in
satisfaction of all state and local public hearing requirements
related to the proposed transfer of ownership.
NOW, THEREFORE, in a regular meeting assembled of the City
Council of the City of Eden Prairie the following was
resolved:
1. The SWSCC is requested on behalf of the City, in
cooperation with the other Member Cities, to hold a joint public
hearing on the proposed transfer of ownership of the Franchise on
November 30, 1988 .
2. Legal notice of this hearing will be published by the
SWSCC pursuant to the requirements of state and local law.
3. All interested persons in the City who wish to attend
or participate in the public hearing on the proposed transfer of
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ownership of the Franchise are asked to attend the joint public
hearing on November 30, 1988 .
4 . The foregoing notice of public hearing and public
hearing shall satisfy all state and local requirements pertaining
to this proposed transfer of ownership of the Franchise.
This Resolution is passed and adopted the ;�;1� day of
1988 .
,i
CITY OF Eden Prairie
` The Mayor
SW2
11/4/88
i
I
I
i
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STIPUI ATION OF SE IJMENT AND RELEASE
This Stipulation of Settlement and Release ("Stipulation")
is entered into this day of s,' '';) };;,�;'.', , 1988 by and
between, the City of Eden Prairie, a Minnesota municipal
corporation ( "City") , and one of the Member Cities of the
Southwest Suburban Cable Commission (the 10SWSCCf1) , 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
i 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 }III ,
Section 5 , and Article XIV, Section 2B, of the Franchise, any
previous, current or future deferral or failure of the City to
enforce prompt conpl fiance 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
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amended. Upon transfer of ownership and control of Grantee by
r 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 =.n 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;
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
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Residential Network as described in the report of the Southwest
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
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enters into a guarantee agreement on or before the time of
4 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 irl o between the
Grantee, Rogers, and City on the day ofY , 1988 .
City of Edest Prairie
�?4ay6r
y Maii- ger
ROGERS CARL -SYSTEMS OF THE
SOUTHWEST, INC. , a Minnesota
corporation l
By_
Its
ROGERS COMMUNICATIONS , INC. , a
Canadian. 7L7
1 tk,
By
Its
ROGERS U.S . CABLESYSTEMS, INC. , a
Delaware o oratio
By
Its
ROGERS CABLESYSTEMS OF AMERICA,
INC. , a aware Tor tion
By
Its
SW3/STIPUL2 .SW -- 11/7/88
5
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn Q before
me this tI day of %i , I !R' , 19' , by I� '
the Mayor of the CITY OF
municipal corporation, on behalf of sald"",;C.Qrporalti(smo j
NOTARY P)BLIC—MINNESOTA
Not
.ivvvw.
x •+�,,.-van,,.v�nn,�,tivv�nN,ni,,v�nrmnnn�r.
STATE OF MINNESOTAj ��.�,_ ' JOYCE D. PROvO
,r b NOTARY PUBLIC--MINNESOTA
Ss HENNEPIN COUNTY
COUNTY OF HENNEPIN) My CeTmission Expires Dec, 11, 1990
The foregoing ins rument was subscribed and,'1sworn__A:o before
me this I day of 13 , by
the City Manager of the CITY OF � y1; �fi,�� I, a Minnesota
municipal corporation, on behalf of said corporation.
Notary b
q n VVNti�Si
} STATE OF MINNESOTA) JOYCE D. PROvO
Ss NOTARY PUBLIC--MINNESOTA
HENNEPIN COUNTY
COUNTY OF HENNEPIN) Aiy Commission Expires Dec. 11, ISO 1
The foregoing instrument was subscribed and sworn to before
me this day of
19 -, by p/
the of ROGERS CABLESYSTEMS OF THE SOUTHWEST
INC. , a Minnesota 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 d L, by
the ROGERS J COMMUNICATIONS, INC. a"C- rfathan
corporation, on behalf of said corporation.
l
N+btsry Public
X4,A.A Ait?,,<..t..?^.C.
6
STATE OF MINNESOTA)
ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me this "-.` ) day of I I "'," —r L L, by
the . 19 0 _,
i' of ROGERS CABLESYSTENS OF AMERICA, INC. , a
Delaware corporation, on behalf of said corporation.
Nbt,Ary Public
STATE OF MINNESOTA) My cu' .�;_
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and sworn to before
me thisi day of 19 by
the of ROGERS U.S . CABLES YSTEMS, INC: , a
Delaware corporation, on behalf of said corporation.
:Wotary Public
A.
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SW3/STIPUL.SW 10/20/88
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EXHIBIT DD
ILM ENI5KENT TO PERFORD(ANCE AGREEMENT
THIS AGREEMENT dated the + '` day of i ;`l1"�'r f yf 1988, by and
between ROGERS CABLESYSTEMS OF THE SOUTHWEST, INC. , ("Grantee") ,
a Minnesota corporation, its successors or assigns, ROGERS U.S.
CABLESYSTEMS, INC. ("Parent") , a Delaware corporation, its
successors or assigns, the CITY OF Eden Prairie MIN'NESOTA ("City") ,
a municipal corporation, and the SOUTHWEST SUBURBAN CABLE
COMMISSION (11SWSCC11) , a joint powers organization created by the
Cities of Eden Prairie, Edina, Hopkins, Minnetonka, and
Richfield, Minnesota ("Member Cities") to amend a Performance
Agreement entered into by them (hereinafter~ "Performance
Agreement") to be consistent with Ordinance No. 12-85
(hereinafter 11CATV Relief Ordinance") as amended by Ordinance No.
F. � hereby agree as follows:
WHEREAS , City has adopted a Resolution, approving this
Agreement ;
WHEREAS, in accordance with the Resolution and the terms and
conditions therein, certain modifications in relief previously
provided in the CATV Relief Ordinance are required; and
;. WHEREAS, acceptance of this Agreement and of the changes
provided for herein are required in order to satisfy the
conditions of the Resolution.
NOW, THEREFORE, based upon the consideration of each of the
parties herein and the mutual understandings of them, the
following changes to the Performance Agreement are hereby
mutually agreed to:
1 . Section 2 is amended to read as follows:
Section 2 . Definitions.
The words and phrases used in this Agreement shall have
the meanings given to them in the Franchise and CATV
Relief Ordinance. 11CATV Relief Ordinance" as used
herein, in the Contract for Local Programming
Facilities, the Contract for Public, Educational, and
Government Access Services, and all agreements related
thereto, shall mean the CATV Relief Ordinance
(Ordinance No. 12-85 ) as amended by Ordinance No.
t 1
2 . Section 4 .04 is amended to read as follows :
4 . 04 . The City agrees to pay, to assist in providing
local programming, up to, but not in excess of one-
fifth ( 1/5) of the five percent (5%) annual franchise
fee actually received by the City pursuant to the CATV
Relief Ordinance, as amended, on the following terms
and conditions:
(Paragraphs A through B are unchanged)
C. Grantee shall deduct up to one--fifth (1/5) of the
quarterly franchise fee payment made to City. The
actual amount to be deducted shall be based upon
the access budget prepared by Grantee and approved
by the SWSCC each year. The amount deducted in
accordance with the access budget shall be
identified by Grantee with each payment of the
franchise fee . If Grantee ' s required payment
for local programming of one percent (1%) of gross
revenues is not fully expended in the performance
of the. Facilities Contract , then the remaining
amounts will be expended by Grantee for local
programming or used to reduce the amount payable
under this paragraph pro rate among the Member
Cities on the basis of the contribution of each,
in the discretion of SWSCC -
(Paragraphs D through H are unchanged)
3 . _Section 5 is amended by addincr a new Section 5 . 07 as
follows :
5. 07 . Pursuant to the report and recommendations
issued under Section 5 . 04 above, development of an
institutional network shall be deferred for the longer
of: 1) five (5) years from the date of this amendment
to the Performance Agreement dated av /�, /�I��S or
2) until the SWSCC reconvenes and/or reappoints SWING
and SWING determines pursuant to this agreement that
the institutional network is economically viable and
that the construction of the network would not have an
adverse impact on the financial condition of Grantee
and residential subscriber rates .
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7
2
2 . Section 4 _ 04 is amended to read as follows:
4 . 04 . The City agrees to pay, to assist in providing
local programming , up to , but not in excess of one-
fifth (1/5) of the five percent (50) annual franchise
fee actually received by the City pursuant to the CATV
Relief Ordinance, as amended, on the following terms
and conditions :
(Paragraphs A through B are unchanged)
C. Grantee shall deduct up to one-fifth (1/5) of the
quarterly franchise fee payment made to City. The
actual amount to be deducted shall be based upon
the access budget prepared by Grantee and approved
by the SWSCC each year. The amount deducted in
accordance with the access budget shall be
identified by Grantee with each payment of the
franchise fee. If Grantee' s required payment
for local programming of one percent (1%) of gross
revenues is not fully expended in the performance
of the Facilities Contract, then the remaining
amounts will be expended by Grantee for local
programming or used to reduce the amount payable
under this paragraph pro rate among the Member
Cities on the basis of the contribution of each,
in the discretion of SWSCC.
(Paragraphs D through H are unchanged)
3 . Section 5 is amended by adding a new Section 5 . 07 as
follows:
5 . 07 . Pursuant to the report and recommendations
issued under Section 5 . 04 above, development of an
institutional network shall be deferred for the longer
of: 1) five (5) years from the date of this amendment
to the Performance Agreement dated Igo✓ /1,Irish, or
2) until the SWSCC reconvenes and/or reappoints SWING
and SWING determines pursuant to this agreement that
the institutional network is economically viable and
that the construction of the network would not have an
adverse impact on the financial condition of Grantee
and residential subscriber rates . 1
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4 . This Agreement shall be effective only upon Ordinance
No. becoming effective and four parallel
ordinances for all Member Cities becoming effective and
upon completion of the purchase of the common stock of
RCA Cablesystems Holding Co. by KBL Cable, Inc. , a
Texas corporation, and compliance by KBL Cable, Inc. ,
with all of the requirements of Closing including
signing and delivering a guarantee agreement required
by paragraph 5 of the Stipulation of Settlement and
Release between the City, Grantee, Rogers
Communications, Inc. , and Rogers Cablesystems of
America, Inc_
5 . Except as specifically modified herein, all other
requirements of the Performance Agreement shall remain
in full force and effect.
CITY OF Eden Prairie
By_.
Its
SOUTHWEST SUBU, BAN CABLE COMMISSION
f
By
Its
ROGERS CABLESYSTEMS OF THE SOUTHWEST,
INC. , a Minnesota corporation
By
✓
Y
Its
ROGERS U.S. CABLESYSTEMS, INC.
its successors or assigns
By
Its
SW3/AMEND2 .SW
11/7/88
3
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
The foregoing instrument was subscribed and, swore ,< before
me this i, day of l , , 19 ' by -;/" ;' -r �,
the _i 1 -r, T. of the CITY OF ,•' %:- ii < , -a Minnesota
municipal corporation, on behalf of said corporation.
Notary Public
STATE OF MINNESOTA) s 10YCE D. PRC�'b
;. `,' NOUi ;'f f .`;Li'.'—^I"'�'JESOTk r
SS '-t"� `
COUNT'r
COUNTY OF HENNEPIN) My CGTTiffll$Sl:rl Expires Dec. 11, 19�0
x
The foregoing inst.�ument was subscribed and swo-rn--to before
me t s ! day of [�_I �'� +��',?�2 ,' , 19 , by i i -!
the Yr 1t%a _ of the SOUTHWEST SUBURBAN CABLE COMMISSION, on
behalf r_,f said corporation. j
Nc ary Public
wr• 4�/�MMA�:tMMN✓v/`Jt1.1-^.�/VANV'.N�n cc
STATE OF MINNESOTA)
SS 1 ;
COUNTY OF HENNEPINM.-Yi
H WYdW1NVvYW V`JW V�v Y./`V vV v i':•.r„^.:.
The foregoing instrument; was subscribed and .sworn to before
me this :`i/1 day of ;'UDC �'� ��,� , 19 by
the ;`r ; ref / ,:'/of ROGERS CABLESYSTEMS OF THE SOUTHWEST, INC. ,
a Minnesota corporation, on behalf of said corporation.
Nfbt6ry Public
AAAdaQt�/SAAAG�A6A�•ARAF.A.C. r A44AA4Ax
STATE OF MINNESOTA) a -^ t t Fr r rJ E ` PE r,EF;S+�!'J A
�.ti
,.'��. . PlOTAi"! WJaI !L'•f��( "';,C.iT b
E. I IE_rJ :_r rY 7�
COUNTY OF HENNEPIN) }c�s�n•rvv�;��yy,�,vvv�ti��iv v'vvr: �c{;>1 �v�.°
The foregoing instrument was subscribed and sworn to before
me this ;=;/-; ) day of ,;e - '
, 19 . �U , by /-llr/t�.1 /-j- C
the <+;y .r;ct. ' of ROGERS U.S. CAHLESYSTEMS, INC. , its successors
or assigns, on behalf of said corporation. C
Alotary Public
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SW3/AMEND. SW - 10/19/88
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FMIZBIT RE
WAIVER OF COMPLETION OF MINOR FRANCHISE OFFERINGS
1 . The cable company provided for inter-city connection via
ultra high performance bi-directional trunks utilizing feed-
forward amplifiers and three-quarter or one-inch size low
loss cable. The 270 MHz Mid-Split Channel Capacity would
provide 17 forward and 17 reverse channels. (Form I, p. 22)
Such waiver does not extend to the Proposed Transferee.
2 . The cable company provided that 55 miles of PVC conduit
would be installed in areas of underground construction
undertaken during the initial construction period. The use
of the conduit would provide for future expansion of the
system to a dual cable network should the need for
additional channel capacity arise . (Form I, p. 1a) In
constructing the system, Rogers found that over 200 miles of
underground plant were required. Rogers built the system
using conduit under all streets and highways but not for
other construction. It is the intent of the parties to this
Stipulation that this policy would be continued by the
Proposed Transferee.
3 . Cable company was to provide 20 modulators at 20 locations
throughout the joint system in addition to those provided to
educational institutions. (Article IV, Sec. 1 C5) The
policy of the cable company has been to provide modulators
on an "as needed" basis. It is the intent olo the parties to
this Stipulation that this policy would be continued by the
Proposed Trans f eree.
AM2
10/19/88