08-19-1986 Resolution
CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION 86-49
RESOLUTION GIVING FINAL APPROVAL
TO A TRANSFER OF CONTROLLING INTEREST
IN CITY'S CABLE TELEVISION FRANCHISE.
WHEREAS, The City of Hopkins , Minnesota, ("City")
has granted a cable television franchise (the "Franchise") to
Rogers Cablesystems of Minnesota Limited Partnership (the
"Grantee") pursuant to city's cable communications ordinance (the
"Franchise Ordinance"); and
WHEREAS, City has also adopted an ordinance (the "Relief
Ordinance") intended to provide financial relief to Grantee by
providing for a modification of Grantee's obligations for a
period of time in order to permit refinancing of Grantee's
long-term debt and to enhance its financial viability; and
WHEREAS, Grantee has now proposed a refinancing plan, as
contemplated by the Franchise Ordinance and the Relief Ordinance
and seeks approval of such plan; and
WHEREAS, the Southwest Suburban Cable Commission
(hereinafter SWSCC) has adopted a ReSOlution, a copy of which is
incorporated herein and made part hereof, recommending approval
of the transfer of controlling interest in Grantee, approval of
Grantee refinancing its long-term debt, and recommending approval
of the extension of the Franchise Ordinance term; and
WHEREAS, the Resolution of the SWSCC recommends compliance
by Grantee of certain conditions; and
WHEREAS, it is intended that this Resolution will serve to
approve the refinancing plan of Grantee that includes first, with
the adoption this Resolution, the approval of the transfer of
controlling interest in Grantee, and second, based on the
transfer of the controlling interest in Grantee and refinancing
according to an amendment to a Loan Agreement, an opportunity for
improving the financial operating condition of Grantee;
WHEREAS, Rogers Cablesystems of the Southwest, Inc.,
formerly Rogers Cablesystems of Minnesota, Inc. ("RCSI") is the
general partner of Grantee and is a wholly-owned subsidiary of
Rogers U.S. Cablesystems, Inc. ("RUSCI"); and
WHEREAS, the proposed transfer of controlling interest calls
for a change in ownership of Grantee's general partner through
transfer of the ownership of the shares of Rcsr from Ruscr to
Rogers American Cable Corp. ("RACC"), a wholly-owned subsidiary
of Rogers Cablesystems of America, Inc., ("RCA"); and
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WHEREAS, RCSI and Grantee have represented to the SWSCC,
which acts on behalf of the city on certain matters related to
cable television, that in conjunction with the proposed transfer
of controlling interest in Grantee, RACC will make use of its
line of credit from time to time as necessary to provide funds to
Grantee to meet operating expenses and debt service payments and
RCA will also guarantee performance of Grantee's under the
Franchise Ordinance and Relief Ordinance; and
WHEREAS, it has been represented by Grantee to SWSCC that
such transfer of stock ownership of RCSI will strengthen the
financial position of ReSI and will facilitate the refinancing of
Grantee's long-term debt; and
WHEREAS, SWSCC has engaged the firm of Touche Ross,
certified public accountants, to review this proposed transfer of
stock ownerShip of RCSI and the proposed refinancing; and
WHEREAS, Touche Ross has made a report to SWSCC indicating
that it has reviewed financial material provided to it by RCA and
has found that its financial condition is healthier than that of
RUSCI; and
WHEREAS, simultaneous with the transfer of controlling
interest in Grantee by RACC an offer was made to the individual
limited partners in Grantee to acquire this interest with limited
partners holding approximately sixty percent (60%) of the units
agreeing to the sale. RACC has assigned its right to purchase
these units to RCSI; and
WHEREAS, Minnesota Statutes Section 238.083, and Article XII
of the Franchise Ordinance, require city approval of any transfer
of controlling interest of Grantee; and
WHEREAS, it appears that the proposed transfer of
contrOlling interest will not adversely affect the Grantee's
subscribers; and
WHEREAS, it appears that the proposed transfer of
controlling interest is likely to benefit Grantee and may, in
turn, permit Grantee to provide better service to its subscribers
than it would otherwise be able to provide.
WHEREAS, city finds that Grantee has complied with the
conditions imposed in a Preliminary Resolution passed by City and
dated 5/20/86 ,
WHEREAS, the City considered the transfer of controlling
interest request at its meeting on -8119/86 , reviewed
the Resolution and recommendation of the SWSCC and the
presentation from its staff, discussed the requests with
representatives of Grantee, and considered all of the reports and
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information presented to it at its meeting and finds, based on
the foregoing; that
A. All procedural requirements set forth in the Franchise
and Minnesota state law regarding the consideration of a cable
communications system franchise transfer of controlling interest
and the approval of the refinancing have been complied with;
B. The proposed transfer of controlling interest and
refinancing would be in the public interest as contemplated under
the Franchise and that the transferee has demonstrated that the
transfer of controlling interest will enable the transferee to
finance the cable communications system in a more efficient
manner than currently existing, thereby eliminating potential
financial pressure and cash flow problems on the systems and on
future subscriber rates;
C. As part of the transfer of controlling interest request
and approval of it, the City has relied upon SWSCC's financial
consultant representations that by having assurances from the
parent organizations of Grantee the financial strength of the
cable communications system will be improved; and, in reliance
upon this, City has requested Grantee to secure approval from the
parent organizations to execute an Agreement of Joint and Several
Liability, a copy of which is attached, to be executed by Rogers
Cablesystems, Inc., a Canadian corporation, ("Canadian"), RCA and
RACC; and
D. with the completion of the refinancing as contemplated
by the Amendment to Loan Agreement, the provision of Article II,
Section 4 of the Franchise Ordinances of the Members cities will
be satisfied, and upon execution of an Agreement between Grantee
and each City acknowledging the completion of refinancing and
payment of the "Existing Indebtedness", as described in Article
II, Section 4, the Franchise Ordinance will be extended by four
( 4) years;
E. The terms of the refinancing and the transfer of
controlling interest should be approved effective July 31, 1986,
and finds that provisions of Article XII, Section 1 of the
Franchise Ordinance and Section 238.083 of the Minnesota Statutes
are complied with and the terms of the refinancing and transfer
of controlling interest are acceptable.
WHEREAS, City will authorize SWSCC to file with the
Commissioner of Commerce, as required under Minnesota law, the
necessary documentation reflecting the process involved in the
approval of the transfer of controlling interest in Grantee and
the agreements executed between the parties.
NOW, THEREFORE, BE IT RESOLVED that city hereby approves of
the transfer of the controlling interest in Grantee and the
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acquisition of the limited partnership units by RCSI, subject to
the following conditions:
1. Receipt from Grantee of final signed ReSOlutions, which
will be sUbstantially in form and substance in conformance with
the Resolutions presented to SWSCC and attached to the swsce
ReSOlution, from RUSeI, RAee, ReA and RCSI and attorney's opinion
in a form acceptable to City, and compliance with all
requirements of Article XIV, Section 2 of the Franchise
Ordinance;
2. Execution by Grantee, and its parent corporations, of
all necessary documents including an Acceptance, a Joint and
Several Liability Agreement (copies of which are attached as
exhibits) and a Certification that all requirements of Article
XIV, Section 2 have been complied with.
3. Receipt by swsee of authority from Grantee to file with
the Commissioner of Commerce the information relating to the
transfer of controlling interest and refinancing and extension of
term of Franchise Ordinance together with the authority from each
Member eity for swsee to do this filing.
4. Upon refinancing being completed Grantee will execute
an Agreement together with eity that will acknowledge that the
refinancing, effective July 31, 1986, is complete and
satisfactory according to the terms of Article 11, Section 4 of
the Franchise Ordinance and that the Franchise Ordinance term is
extended by four (4) years.
5. The swsee is hereby authorized on behalf of City to
make said filings as may be required with the Minnesota eommerce
Department under Section 238.085 of Minnesota Statutes.
4. Grantee will pay the reasonable costs and disbursements
of the swsce and its Member eities directly related to the review
and approval of its refinancing plan and the transfer of
controlling interest approved by this Resolution.
Passed and adopted this 19th day of
1986, by the city of Hopkins~nnesota
Auqust
DATED:
8/19/86
CITY OF
:~~p~ins, Minnesota
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By:
Its:
@ Mayor
AEH:SWRES04A
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CITY OF HOPKINS
Hennepin eounty, Minnesota
RESOLUTION NO. 86-
50
RESOLUTION APPROVING THE DISPOSITION OF eITY-OWNED PROPERTY
WHEREAS, the Clty of Hopkins presently owns the followlng
described property:
That part of the abandoned Great Northern Ral1road
right-of-way ln sectlons 24-117-22, 25-117-22
lYlng east of the following descrlbed line:
Commenclng at the Northwest corner of Northeast
Quarter of the Northwest Quarter of Sectlon 25,
Township 117, Range 22; thence run Northwesterly
at an angle of 90 degrees, 18' 22" wlth the North
I1ne of sald Section for a dlstance of 49.9 feet;
thence deflect 90 degrees rlght for a distance of
668.08 feet; thence deflect rlght at an angle of
90 degrees, 26' 06" a dlstance of 239.0 feet along
a line hereln after referred to as Line "A";thence
deflect left at an angle of 90 degrees for a
distance of 45 feet to a point herelnafter
referred to as point "A"; thence deflect rlght 92
degrees, 51' 45" to the South line of the above
described tract belng the actual pOlnt of
beginning of the line being descrlbed; thence run
Northerly to said POlnt "A" thence contlnue
Northerly parallel with sald Llne "A" for a
distance of 109.02 feet; thence deflect rlght
along a tangentlal curve havlng a radius of 90.0
feet (delta angle 90 degrees, 261 06") and there
termlnating;
and Westerly of the following described line:
From the South Quarter corner of sald Section 24,
run easterly on the South I1ne of sald Sectlon 24
for 330 feet; thence deflect to the left at an
angle of 108 degrees 00 minutes 00 seconds for 150
feet to the point beginnlng of Line 1 to be
descrlbed; thence run Southeasterly on the last
described course for 200 feet and there
termlnatlng.
WHEREAS, the Hopklns Houslng and Redevelopment Authority is
ln the process of redeveloplng the area surrounding the
above described parcel, and acqulstlon of said property
would facl1itate the redevelopment effort.
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WHEREAS, the above descrlbed property lS no longer needed
for publlC purposes and would better serve the public good
to be utilized in conjunctlon with the redevelopment effort
by the Hopklns Housing & Redevelopment Authority in the
area.
NOW THEREFORE BE IT RESOLVED by the eity Councl1 of the City
of Hopklns that the above descrlbed property lS declared to
be surplus property.
NOW THEREFORE BE IT FURTHER RESOLVED
Houslng and Redevelopment Authority shall
purchase sald property for $1 and
conslderation conditioned on compllance
requirements.
that the Hopklns
have the optlon to
other valuable
with the fol1owlng
a). AIl proceeds from the sale of sald property
are returned to the City of Hopkins.
b). The property is developed in accordance with
an approved redevelopment plan.
c) All leases are terminated prior to transfer.
Adopted thxs 19tb
day A~n!llt
, 1986.
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J. Scott Renne, City Clerk
Ellen Lavin, Mayor
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CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 86-69
RESOLUTION MAKING FINDINGS OF FACT AND APPROVING
FINAL PLAT FOR SUBD86-2
WHEREAS, an application for Subdivision Approval
entitled SUBD86-2 has been made by Oakwood Development
Company to divide the property at Smetana Road and Feltl
Court into two separate lots.
WHEREAS, the procedural history of the application
is as follows:
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1. That an application for Subdivision
Approval SUBD86-2 was filed with the
City of Hopkins on February 28, 1986.
2. That the Hopkins Planning Commission
reviewed such application on March 25,
1986.
3. That the Hopkins Planning Commission,
pursuant to published and mailed
notices, held a public hearing on March
25, 1986; all persons present at the
hearing were given an opportunity to be
heard.
4. That the written
analysis of the City
Planning Commission were
comments
Staff and
considered.
and
the
NOW THEREFORE, BE IT RESOLVED, that the Hopkins
City Council makes the following Findings of Fact in respect
to SUBD86-2:
1. That the subdivision conforms with
the requirements of an R-6 District.
2. That a Conditional Use Permit was
granted for construction of a 324 unit
apartment complex.
3. No variances are required.
Adopted this 19th day of August, 1986.
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Ellen Lavin, Mayor