HomeMy WebLinkAbout1985-1120-A3 Amending Ord. No. 1980-1120 By Changing the Name of the Grantee and Other Changes ORDINANCE NO. 1120-A3
AN ORDINANCE AMENDING ORDINANCE NO. 1120 TO CHANGE
THE NAME OF GRANTEE; TO EXTEND THE FRANCHISE TERM;
TO CHANGE THE INSURANCE REQUIREMENTS ; AND TO CHANGE
THE COMPUTATION OF THE PURCHASE PRICE TO BE PAID BY
CITY UPON EXPIRATION OF THE FRANCHISE.
THE CITY OF EDINA, MINNESOTA DOES ORDAIN:
SECTION 1. That Article I, Section 2, Paragraphs J and S of
said Ordinance be amended to read as follows:
J. "Grantee" is Rogers Cablesystems of Minnesota Limited
Partnership, a Minnesota limited partnership, with Rogers
Cablesystems of Minnesota, Inc. , a Minnesota corporation, as the
General Partner ,
S. "SWSCC" shall mean the Southwest Suburban Cable Commission.
SECTION 2. That Article II , Section 4 of said Ordinance be
amended to read as follows:
This Franchise shall commence upon acceptance by Grantee
and shall expire on December 31, 1995. Provided, however, that if
by December 31, 1987, Grantee ( i) is able to close on, and have
funded, without conditions, new long term financing, reasonably
satisfactory to City, to replace the obligation evidenced by loan
documents dated April 1, 1982, from Grantee to Toronto Dominion Bank
of Toronto, Canada, in the original principal amount of Eighteen
Million and No/100 Dollars ($18, 000, 000. 00 ) (the "Existing
Indebtedness" ) , and ( ii ) gives written notice of such new financing
to City with written evidence thereof reasonably acceptable to City,
then, upon the occurrence of ( i) and ( ii ) by December 31, 1987, the
term of this Franchise shall be extended by four (4 ) years, from
December 31, 1995 to December 31, 1999, subject, however, to
approval of such extension by the Board, if required, and the FCC,
if required , and any other governmental body having jurisdiction
over the matter, if required. If any such approvals are required,
City and Grantee agree to cooperate in obtaining such approvals. If
any such approvals are required, and are not obtained, for any
reason, then the four (4 ) year extension shall not become
effective. If such extension becomes effective, Grantee and City
shall sign and deliver an agreement evidencing such extension, but
such extension shall be effective even without such additional
agreement.
SECTION 3.'A That Article V, Section 2 of said Ordinance be
amended by adding thereto a new Paragraph F as follows:
212-1B-A3
F. City may waive, at any time and from time to time, for good
cause shown, by Council resolution, compliance by Grantee with any
or all of the requirements imposed on Grantee by this Section 2
relative to providing service to any extended area or areas.
SECTION 4. That Article VIII , Section 2, Paragraph A,
subparagraph (4 ) of said Ordinance be amended to read as follows:
(4 ) Any and all claims which Grantee may now or
hereafter have or claim to have against City, its
officers, boards, commissions, servants, agents,
employees or officials, due to or arising out of,
damage to any of Grantee 's property or equipment,
including, without limitation, resulting or
consequential loss of income, injury to
reputation, or any other resulting or
consequential damages of any kind, caused by or
resulting from acts or omissions of City or any
of its officers, boards, commissions, servants,
agents, employees or officials.
SECTION 5. That Article VIII , Section 3, Paragraph A of said
Ordinance be amended to read as follows:
A. Grantee shall maintain liability insurance covering its
obligations of indemnification provided for in, or as a result of
the exercise of, this Franchise (except, however , for the
indemnifications in subparagraph (3 ) of Article VIII , Section 2,
Paragraph A of this Franchise) covering both the City and Grantee
and shall maintain said insurance during the term of this Franchise
in the minimum of:
1. $500, 000. 00 for property damage to any one person;
2. $2, 000, 000. 00 for property damage in any one act
or occurrence;
3. $1, 000, 000. 00 for personal injury to any one
person; and
4. $2, 000, 000. 00 for personal injury in any one act
or occurrence.
The foregoing insurance may be provided by means of a blanket
liability insurance policy or policies with an annual aggregate
limitation of not less than $26, 000, 000. 00.
SECTION 6. That Article VIII , Section 3, Paragraph E of said
Ordinance be amended to read as follows :
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E. All insurance policies maintained pursuant to this
Franchise shall contain the following endorsements and provisions:
(1 ) It is hereby understood and agreed that this
insurance policy may not be cancelled nor the
intention not to renew be stated until 60 days
after receipt to City, by registered mail , of
written notice of such intention to cancel or not
to renew.
( ii ) A waiver of subrogation, in form and substance
acceptable to City, as to any and all claims
against the City which are waived hereunder by
Grantee or as to which Grantee has agreed
hereunder to indemnify and hold harmless the City
and its officers, boards, commissioners,
servants, officials, agents and employees.
( iii ) A provision that if the aggregate insurance
coverage of the blanket policies provided by
Grantee is ever reduced below $10, 000, 000. 00,
then notice of such fact shall promptly be given
to City by Grantee or Grantee' s insurance agent
and additional liability coverage shall
immediately be purchased by Grantee so as to
restore the annual aggregate to the minimum
amount then required under this Franchise.
SECTION 7. That Article XI, Section 2, Paragraph C of said
Ordinance be amended to read as follows:
C. The purchase price of the System to be paid by City upon
revocation or termination of the Franchise shall be the cost less
depreciation (as shown on the books and records of Grantee) or the
fair market value, whichever is less, and goodwill shall not be
included in the purchase price of the System. However, if this
Franchise expires (and is not revoked or terminated) and if Grantee
has complied with the requirements of Article II , Section 4 of this
Franchise, and all required approvals are obtained, so that the
Franchise term is extended for an additional four (4 ) years pursuant
to said Section 4, then the purchase price of the System to be paid
by City upon expiration of this Franchise shall be the fair market
value of the System determined on the basis of the System valued as
a going concern but with no value given or allocated to this
Franchise itself. If the City and Grantee cannot agree on the
purchase price, it shall be determined by arbitration pursuant to
the provisions of this Section 2.
SECTION 8. This Ordinance will be effective in accordance with
the provisions of Article XIV of said Ordinance, including delivery
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to City of the acceptance, opinion of legal counsel, guarantees and
other documents as required by said Article XIV, and provided
further, however, that it shall become effective only if all of the
cities of Eden Prairie, Minnetonka, Hopkins and Richfield adopt an
ordinance similar to this Ordinance within ninety (90) days after
the adoption of this Ordinance.
SECTION 9 . Subject to the provisions of Section 8 hereof , this
Ordinance shall be in full force and effect upon adoption and
publication, but shall relate back to the effective date established
by Section 8 hereof if earlier than publication.
Passed and adopted this 20th day of May, 1985 .
First Reading : April 15 , 1985
Second Reading: May 20 , 1985
Published March 19 , 1986
City of Edina, Minnesota
ATTEST: By
Ma o
By
City Clerk Manager
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CITY
ORDiNANC
Dil�iAff00<iEAMENDfIY ORDINA CE 1f2s�QC GXTHE
G1B'AfeTEEt XND ANCUI TO =
$ 1lt O AND E TH14
dl 1IRC$ASE P _. i8E PAHO' VPQX_
OF 1SE
MtpillElA;DO AIN #
l;r cleollppiww;Segtiptt .Para s d and Sof i4Q Ordinance-
"is Ras ogers 6 esystems of Min to Limit Partnership,=a.
imitedpatuerahip,with Ro�rsCabaYstettts oMinAesota,Iwo.,
a co ratio as the Getters Parth�
S." N!i4CC" it mean the Southwest Subu�Ran Cable Commission.
SEC CION L at Article Sectile 4 of said dinance be amended to read
asfolt�vs: II
This Franchise shed commence upon acoaptance by Grantee and
sfill estpire on December 31;1995. Provided, however,'that if by t
December 31,1987,Grantee(1)is able to close on,and have funded,
without.conditions,new long term financing,reasonably satisfactory
to City,to replace the obligation evidenced by loan documents dated
April 1,188$from Grantee to Toronto Dominion Bank of Toronto, II
Canada,in the original principal amount'af Eighteen Million and'
No/100 Dollars (818,000,009:00) (the',"Existing Indebtedness"),and
011 gives written notice of such new financing to City with written
evidence thereof reasonabfy acceptable to'City, then, upon the
occurrence of (I) and (ii) by,December 31, 1987, the term of this
Fi?auehise shag be extended by four(4)years,from December 31, II
1998 to December 91; 1999, subject, however,to approval of such
extension by the Board,if required,and the FCC,if required,and any
other„governmental body having jurisdiction over the matter, if
required.If any such approvals are,required,City and Grantee agree
to rate in obtaining such approvals.If any such approvals are
rWh ,and are not obtained,for any reasop,then four(4)Year
extension"shalt not become"effective. If such:extension becomes
eftetive, Grantee and City shall sign and deliver an agreement
evidencing such extension but such extension shall be effective even
without such additionat agreement.
SECTION 3.That Article V,Section 2 of said Ordinance be amended by
add thereto a new Paragraph F as follows:
F.City may waive,at any time and from'time to time,for good cause
shown;by Council resolution,compliance by Grantee with any or all of the
requirements Imposed on Grantee by this Section 2 relative to providing
service to any extended area or,areas.
SECTION 4.That Article VIII,Section 2,Paragraph A,subparagraph(4)of
said Ordinance be amended to read as follows: II
(4)Any and all claims which Grantee may now or hereafter have or
claim to have against City, its officers boards, commissions,
.servants, agents,employees or officials, due to or arising out of,
damage to any of Grantee's property or equipment, including,
without limitation,resulting or consequential loss of income,injury
to reputation,or any other resulting or consequential damages of any II
kind,caused by or resulting from acts or omissions of City or any of
—its officers, boards, commissions, servants, agents, employees or
officials.
SECTIONS.That Article VIII,Section 3,Paragraph A of said Ordinance be
amended to read as follows:
A.Grantee shall maintain liability insurance covering its obligations of II
" cat' n provided for in, or as a result of the exerpi4e of, this
Fti .( ep1.however,for the indemnifications in subparagraph(s)of
'Article VIIL Section 2.Paragraph A of this Franchise)covering both the City
and Grantee and shall maintain said insurance during the term of this
Franchise in the minimum of:
U-4110400.001or property damage to any one person: II
2.1112,090.0N.00 for property damage in any one act or occurrence:
3.81,000,000.00 for personal injury to any one person:and
4.$2,000,000.00 for personal injury in any one act or occurrence.
The.foregoinginsurance may be provided by means of a blanket liability
i"uraacepolicy or policies with an annual aggregate limitation of not less
th�ln If
SECTION s.That Article Vill,Section 3,Paragraph E of said-Ordinance be
amended to read as follows:
E. Ali insurance policies maintained pursuant to this Franchise shall
contain the following endorsements and provisions -
(!) It,fs:herel�y°undgstuod and agqreed the-this.insurance policy
may'not be cancelied icor.the intehtidn not to r ew be,stated until 60
daytafter receipt to City,by rell�ilsiered mail,of'written notice of such
intention.to cancel or not to renew.
(40 A waiver of.subrogatien,in form and substance acceptable to
City.as to any and all claims ailainst'the City'Which are waived
'hereunder by Grantee or as to which:Grantee hag agreed hereunder
to'iadeAmlfy and hold harmless the City and its officers,boards. Il
coUpissjoners..servants officials,.agen4a and employees.
OW.A provis'on.. at i?the ag egate insurance coverage of the
blanket policies provided b ramtee is.ever reduced below
$10.000.040.00.th once of s t pity be given to City
by Grantee or. ce and additional liability
coverage shah imine t' e y be ha q Grantee so as to restore '
the'aanual,aggregate to the tti m amount then required under ul
tflls Franchise,
SEN 7..That Article XI.Section 2,Paragraph C of said Ordinance be
am o read as follows:
. i 2;The purchasevprice of the System to be paid by City upon revocatioaor
termination of the Franchise shall be the cost less depreciation(as shown on
the books and records of Grantee)or the fair market value,whichever is less.
and,goodwill shall not be included in the purchase price of the System.
However,if this Franghise expires(and is not revoked-or terminated)and if
Grantee has complied with the requirements of Article II.Section 4 of this
Franchise:and all-required approvals are obtained,a4that the Franchise
term is extended for in additional four(4)years rauant to said Sections,
then the purchase price of the System to:be pa' Y�itY ezpiratlaa of II
this Franchise shat)be the fair market value of t stettf eterm ed on the
basis of the System valued as a going concern but with no value given or
allocated to this Franchise itself.If the City and Grantee cannot agree on the
purchase,it shall be determined by arbitration.pursuant to�the provisions of
this SeMiggn 2.
$E.CTI N S. This Ordinance will be effect Ye im.accordapce with the
provisions of Article XIV of said Ordinance mending delivery to City of the
acceptance.,opinion of legal counsel. guarantees and other documents as
required'by said Article IV,and provided further,however,'that it shall
become effective only if all of the citieg of Eden Prairie,Minnetonka.Hopkins
and Richfield adopt an ordinance similar to this Ordinance within ninety(90) II
days after the adoption of this Ordinance.
SECTION 9.Subject to the provisions of Section 8 hereof,this Ordinance
shall be in full foree-Pnd effect4 tsption and pablicatle�s.tfut'shall relate
back to he effective date establIsii$hed by Section 8 hereof if earlier than
#! and adopted this 20th day of May.1995.
,FNswt ending:April 15.1985 It
fleseld Reading:May 20.1985
City of Edina.Minnesota
By
BY Mayor
ATTEST:
Manager
City Clerk
(March 19.1098)-ED 2A 1C