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ORDINANCE 85-551 f I 4 ~. -e 4152C(18):TSE:041185 ORDINANCE NO. 85-550 AN ORDINANCE AMENDING ORDINANCE NO.81-486 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 HOPKINS , 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 n ~s Minnegot'O-€'Ob:lesyst~-&otrt.flw.e&t- Rogers Cablesystems of Minnesota Limited Partnership, a Minnesota limited partnership, with Rogers Cablesystems of Minnesota, Inc., a Minnesota corporation, as the General Partner,4~~~~~- employees"; S. "SWSCC" shall mean the Southwest Suburban .c-A!l'-lJ--St.-udy- 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 J funded, wIthout cond~tions, 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/IOO Dollars ($18,000,000.00) (the "EXlstlng Indebtedness"), and (il) 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, ~f 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 agreemen t. SECTION 3. That ArtIcle V, SectIon 2 of said Ordinance be amended by addIng thereto a new Paragraph F as follows: . . . 4152C(18):TSE:041185 e 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 anyone person; 2. $2,000,000.00 for property damage In anyone act or occurrence; 3. $1,000,000.00 for personal injury to anyone person; and 4. $2,000,000.00 for personal injury In anyone 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: -2- ( . 4152C(18):TSE:041185 E. All Insurance policies maIntained pursuant to this FranchIse shall contain the following endorsements and provIsions: ill 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. 1iil A waiver of SUbrogation, in form and substance acceptable to CIty, as to any and all claims agaInst the CIty which are wa~ved 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. (i~i) A provision that if the aggregate insurance coverage of the blanket polIcies provIded by Grantee IS ever reduced below $10,000,000.00, then notIce of such fact shall promptly be gIven to City by Grantee or Grantee's insurance agent and additional liability coverage shall immediately be purchased by Grantee so as to restore the annual aggregate to the mInImum amount then required under thIS FranchIse. . SECTION 7. That ArtIcle XI, SectIon 2, Paragraph C of saId Ordinance be amended to read as follows: C. The purchase prIce of the System to be paid by City upon revocatIon or terminatIon of the FranchIse shall be the cost less depreCIatIon (as shown on the books and records of Grantee) or the faIr market value, whIchever is less, and goodwill shall not be--- included In the purchase price of the System. However, if this FranchIse expIres (and IS not revoked or termInated) and If Grantee has complIed WIth the reqUIrements of ArtIcle II, SectIon 4 of thIS FranchIse, and all requIred approvals are obtaIned, so that the FranchIse term IS extended for an addItIonal four (4) years pursuant to saId SectIon 4, then the purchase prIce of the System to be paId by City upon eXpIratIon of thIS FranchIse shall be the fair market value of the System determIned on the baSIS of the System valued as a gOIng concern but WIth no value gIven or allocated to this FranchIse itself. If the CIty and Grantee cannot agree on the urchase rIce, It shall be determIned b arbItration ursuant to the prOVISIons of thIS SectIon SECTION 8. ThIS OrdInance WIll be effectIve In accordance WIth the prOVISIons of ArtIcle XIV of saId OrdlnanCet includIng delivery -3- ,... ,"'") e 4152C(18):TSE:041185 to City of the acceptance, opinion of legal counsel, guarantees and other documents as required by said Article XIV. SECTION 9. Subject to the provisions of SectIon 8 hereof, this Ordinance shall be in full force and effect upon adoptIon and publication. Passed and adopted this 22nd day of May , 1985. City of HOPKINS Jrl fjJjNESOTA By ROb~$~!~ Its ayor And J. Scott Renne Its Cl ty Clerk -4-