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HomeMy WebLinkAboutAgenda Packets - 1986/05/19CITY OF MOUNDS VIEW CITY COUNCIL AGENUA SESSION MAY 19, 1986 6:00 P.M. 1. Discussion of Proposed outdoor Concert at Mermaid with Dan Hall 2. Consideration of Staff Memorandum Regarding Transfer of Ownership and Control of Group W Cable, Inc. 3. Consideration of Staff Memorandum Regarding Telephone System Maintenance Agreement 4. Consideration of Staff Memorandum and Resolutions Regarding Interfund Loan for Warming Houses 5. Consideration of Staff Memorandum Regarding Estimated Storm Sewer Improvement Costs Per Typical House in North Ardan and Ardan Drainage Basins 6. Consideratior of Staff Memorandum Regarding MSA Street Project 1986 7. Consideration of Staff Memorandum Regarding Policy for Assessing Corner Lots that are Subdivided 8. Consideration of Public Service Program and Capital Improvement Plan of 1986 Long Term Financial Plan PROCEEDINGS OF THE. CITY COUNCIL CITY OF MOUNDS VIEW P.AMSEY COUNTY, MINNESOTA UN i% i - "I "nU-VLU REgMay 2, 1986 May 12, 1986 Mounds View City Hall 2401 Hwy. 10, Mounds view, MN 53112 --------------------------------------------------------- The Mounds View City Council was called to order by 1. Call to Order Mayor Linke at 6:01 pM on Monday, May 12, 1986. The Pledge of Allegiance was said. MEMBERS PRESENT: Councilmembers Blanchard, Quick, Haake, Hankner and Mayor Linke. ALSO PRESENT: City Attorney Meyers, Clerk/Administrator Pauley and Public Works/Community Development Director Thatcher. 'otion/Second: Blanchard/Quick to approve the April 1,11986 minutes as presented. 5 ayes 0 nays Motion/Second: Hankner/Quick to approve the May 5, 1986 —minutes as presented. 5 ayes 0 nays police Chief Ramacher introduced the three police officers who were recently promoted, Lieutenant Dave Johnson.HeSergeant thatReed bet eenand themetheynJerry have 40 years experience in the police department. The Council congratulated the gentlemen on their recent promotions. Mayor Linke closed the regular meeting and opened the public hearing at 6:05 PM. Herbst made a presentation of what they are .questing, a major subdivision of one lot into three, and rezoning from B-3 to I-1. 2. Pledge of Allegiance 3. Roll Call 4, Approval of Minutes: April 28, 1986 i May 5, 1986 Motion Carried Motion carried 5. public Hearings Herbst and Sons Mal, 12, 1986 Mounds View City count rj page Two Regular Meeting UT"'f aGUEn --------------------------------------CU Director Thatcher explained the Planning Commission has reviewed the proposal and they recommend approval. He added this is not in a wetland or a flood plain. Mayor Linke closed the hearing and reopened the regular meeting at 6:07 PM. There were no residents requests or comments from the U' 4 Requests and floor. Comments from the Floor Motion/Second: Quick/Blanchard to approve the consent 7. of Approval Agenda Consent Age agenda, as presented, and waive the reading - the resolutions. Motion Carried 5 ayes 0 nays Motion/Second: Quick/Haake to approve Resolution No. 168-85, 8. Consideration of Resolution 2007, regarding Mounds View Planning Case Nc. 2299 County Road No. 2007 Herbst and Sons Demolition Company, / H-2, and waive the reading. t Motion Carr. 5 ayes 0 nays v_ t„or/t.inke to approve the first 9. First Reading of Ordinance - reaj—,,4'of Ordinance No. 40n, an uLu,.".•I- - - viewbynq amendand No. aUe the municipal code of Mounds waive Chapter 41 entitled "Sp the reading. Motion Carried 5 ayes 0 nays Hankner/Blanchard to have the second 10. and Adoptioncond of Motion/Second: readi doption of Ordinance No. ai0codementitled Ordinance No. Chapter 48 of the Mounds View municipal Ordinance", and waive the reading. 401 "Wetland Zoning Councilmember Blanchard - aye Councilmember Quick - aye Councilmember Haake - aye Councilmember Hankner - aye Motion Carried Mayor Linke - aye 11. f Director Thatcher reported the Planning Commission at their Glisenexplained Staff Menw StaffConsiMemo had reviewed the request of Checovalter Regarding c er last meeting and recommends approval roved b was aPF y Glisan Minor that the proposed minor subdivision 1970 but the Certificate Subdivision the City Council on April 27, filed by the applicant with of survey was never 86 Mounds View City Council Page Three CU1;'U_1R 1!f'1�1 May 12 , 1 9 Regular Meeting---------- MA 1 1 1 V VED----------------- ---------- �gamsey County, an Mi. Glisan must receive approval from .he City Council once again. tie recommended a public hearing be set for the earliest possible date. Motion/Second: Haake/Quick to set a public hearing for the Chester Glisan minor subdivision for June 9, 1986 at 7:13 PM. 5 ayes 0 nays Motio- Carried Director Thatcher reported that was agreed upon by the Park and the Stanley Fisher subdivision $527 is the fee Rec Commission park dedication which for fee. 12. Consideration of Park and Rec Commission Recommendation Motion/Second: Haake/Linke to Rec Commission's recommendation Fisher subdivision, for a park accept the Park on the Stanley dedication fee of and $527. 5 ayes 0 nays Motion Carried Clerk/Administrator Pauley reviewed the process used 13. Consideration of in interviewing and screening applicants for the Staff Recommenda receptionist position. tion on Hiring of. Receptionist r 1 otion/Second: Haake/Quick to authorize the hieing of Carol Sue Rasmussen as City Hall Receptionist commencing June 2, 1986 at a rate of $6.00 per hour with a six month propationary period and a three month review with a $.25 per hour increase assuming acceptable performance. 5 ayes 0 nays Motion Carried Director Thatcher reported the City has an account for 14. Consideration deposits received from developers for services provided of Resolution by the City, and some of the funds have been in there No. 200B since 1980. He also explained there are some who owe the City money which they have never paid, and it would cost more to try and collect than it would to write it cff. fie added that this process will occur at tha end of each year, from now on. Motion/Second: Hankner/Quick to approve Resolution No. 2008, authorizing recognition of certain developers deposits as charges F-r ocr.i�es and the write-off of certain amounts due from developers as uncollectible, and waive the reading. ayes 0 nays Motion Carried Mounds View City Council N Me 12 1986 Regular Meeting - }� L� J g Pa a Four ------------ - ------------'-'- XU Director Thatcher reviewed a proposed press release 15. Report of regarding the problems of residents discharging sump Public Worl pumps into the sanitary sewer rather than the street Community Dv. t. gutter. Ile explained they are asking for voluntary Director compliance, and the dumping into the sanitary sewer increases the City's charge from the MWCC, which is then passed along to the residents. There was discussion among the Council of the best way to get the word out to the citizens, and the costs involved in doing a mailing and printing labels. They also discussed amending the building code chapter to require where the drain line be installed, which would alleviate this problem. It was the concensus of the Council to publish the press release in the New Brighton Bulletin and in the next City newsletter. Attorney Meyers reminded the Council of the hearing 76. Report of at 7:30 PM this evening at Spring Lake Park High Attorney School concerning the EIS. He explained he had met with Mr. Merritt and he reviewed some of the statements from MAC and the MPCA, and what the issues are that are to be discussed. Councilmember Blanchard had no report. 17. Reports of Councilmembers: Councilmember Blanchard Councilmember Quick had no report. Councilmomha. Quick Councilmember Haake inquired whether an article would Councilmember be in the New Brighton Bulletin regarding the upcoming Haake informational meeting on the airport. Clerk/Administrator Pauley replied one would be in this weeks edition, as well as a messaqe posted on the sign board in front of City Hall, and on the cable channel. Councilmember Hankner stated she was pleased with Councilmember the information she has seen on the access channel. Hankner She also stated they should get working on the City Council/Staff picnic and have an organizational sleeting. It was agreed that they would meet at City Hall at 3 PM on May 20, and �ieikiAdministrator Paulay would advise the City Staff that would be involved. Mounds View City Council fA ' a May 12, 1986 Regular Meeting Page Five ---------------------------- ---- ` --7-4 _-,--------------- �gayor Linke reported the character generator for the cable Mayor Linke /stem is operational and located in the Park and Rec Department. Mayor Linke reported tie had attended the Planning Commission meeting the previous week and they informed him they should have the Wuornrs report to the Council by mid -May. Mayor Linke reported he had attended the i.cc cream social at Pinewocd School. Mayor Linke reported the Met Council had met last week n the development guide for the airport. He reviewed some of their findings and reported they have approved it as presented by the Task Force. Clerk/Administrator Pauley reported the character 18. Report or generator will be located in the Council chambers soon, Clerk/Admini which should catch the eye of people entering City Hall. for Clerk/Administrator Pauley presented the Council with copies of the memo from the Transportation Division of the Met Council dated May 6, 1986 regarding the Anoka -ounty-Blaine Airport Development Draft EIS/EA. .finance Director Brager asked for authorization from the Council to enter into a contract with Superior Data Corporatlun for the installation of computer cable in City Hall, the Police Department and Maintenance Garage. file reviewed his memo of May 12 to the Council and explained the necessity of having this cable installed. He also stated the computer is duc to ship early, and will arrive in .June rather than July, so they must be ready for it. Clerk/Administrator Pauley explained all offices at City Hall will be wired at the same time, for future use, which will result in a better discount at this time. Councilmember Quick asked if a separate heating and cooling system would be installed for the computer room. Finance Dire=tor Brager replied that the technical people do not feel it is necessary and they can use what the City presently has. Motion/Second: Quick/Blanchard to approve a contract w th Superior Data Corporation in the amount of $5,554.20 for installation of computer cable in City ill, the Police uepartment and Maiuteudnce Garage. 5 ayes 0 nays Motion Carried UMounds View city Council �,`ESO-_May 12, 1OR6 Y! 1�! Pa eRe ular Meetin------9- Six -------------------------------------------------- -------- Mayor Linke adjourned the meeting at 7:00 PM. 19. Adjournments I Respectfully submitted, Donald F. Pauley Clerk/Administrator 0 i Mf:MO TO: MAYOR AND CITY FROM: CLERK-ADMINISTR DATE: MAY 12, 1986 SUBJECT: TRANSFER OF OWNERSHIP AND CONTROL OF GROUP W CARI.F., INC. Attached to this memorandum you will find several pieces of correspondence f•om North Suburban Cable Commission Administrator Bootsie Anderson and their co -counsels Thomas Creighton and Craig Currie. To summarize the information provided and the recent actions of the North Suburban Cable Commission they are as follows: The Commission adopted a resolution approving the transfer of ownership of Group W Cable from Westinghouse Broadcasting and Cable, Inc. to a group of five individual corporations. These five have been found by attorneys for the Commission as being fully qualified and capable of taking over Group W Cable, Inc. and the North Suburban Cable Franchise and did recommend approval of same. Attached for your consideraton is Resolution No. 2010 Approving the Transfer of ownership of Group W Catie, Inc. The second request presented to the North Suburban Cable Commission called for the transfer of ownership and control of Group W Cab1c of the North Suburbc, Inc. and transfer of the cable communications franchise ordi,iance to North Central Cable Communications owned by Mr. Gustave Hauser. As you may recall, this is the individual on whom we have received significants amounts of information regarding his wholly unacceptable operational practices with respect to cable TV and the fact that he has refused on numerous occassions to provide the North Suburban Cable Commission with adequate financial documentation regardinq his assumption of Group W Cable of the North Suburbs, Inc. The Commission denied this request due to the fact that we have thirty days to approve a request once it is formally submitted to the Commission. Due to the fact that Mr. Hauser refused to supply needed information, the thirty day time timeclock had nearly run out and denial allows the cancellation of the time period betore it expires and transfer is required per provisions of the franchise. Mr. lim bar may resubmit his request fnr trancfPr of ownership and control at a future date and a new thirty day timeclock will commence upon receipt of that request by the Cable Commission. MAYOR AND CITY "OUNCIf. PAGE TWO MAY 12, 1986 The denial was recommended by the attorneys and consultant to the North Suburban Cable Commission due to the lack of adequate information and the Commission has recommended that the ten member cities adopt the attached Resolution No. 2011 confirming their earlier action. Cable Administrator Rnotsie Anderson will be present at the May 19th Agenda Session to review with you these documents and present in greater detail the recommendations of the Commission. it is the considered opinion of this member of the City Staff that the actions of the Commission are both appropriate and well-founded and would strongly recommend the Council's approval of their action by adopting the attached Resolutions No. 2010 and 2011. DFP/mjs Attachments: elk RESOLUTION NO. 2010 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STAFF. OF MINNESOTA RESOLUTION APPROVING TUF, TRANSFER OF OWNERSHIP OF GROUP W CABLE, INC.. WHEREAS, Group W Cable, Inc., a New York Corporation (hereinafter "Group W Cable"), by and through Group W Cable of the North Suburbs, Inc., a wholly -owned subsidiary, owns, operates and maintains a cable television system in the City pursuant to the terms and conditions of City Ordinance No. 319 (hereinafter "Cable Communications Franchise Ordinance"); and WHEREAS, Group W Cable's parent corporation, Westing- house Broadcasting and Cable, Inc., an Indiana Corporation (hereinafter "Westinghouse"), desires to sell and otherwise transfer all of the issued and outstandinq shares of the capital stock of Group W Cable to Century Southwest Cable Television, Inc., a Delaware Corporation; TCI Holdings, Inc., a Colorado Corporations American Television and Communications Corporation, a Delaware Corporation, and affiliates of, or subsidiaries of partnerships owned or controlled by, Houston Industries Incorporated, a Texas Corporation; Comcast Corporation, a Pennsylvania Corporation; and Daniels 6 Associates, Inc., a Delaware Corporation; (hereinafter "Buyers"), and thereby transfer control of Group W Cable to the Buyers; and WHEREAS, Group W Cable has requested the consent from the City to a change in ownership and control of Group W Cable to the Buyers and the transfer of ownership and control and ultimate transfer of the Cable Communicetions Franchise Ordinance as amended to North Central Cable Communications, L.P.; and WHEREAS, the North Suburban Cahle Commission (here- inafter "Commission") has been deiegated the authority and responsibility to coordinate, administer and enforce the Cable Communications Franchise Ordinance on behalf of the City pursuant to the terms of a .Toint and Cooperative Agreement for the Administration of a Cable Television Franchise; and WHEREAS, the Commission has held a public hearing on behalf of the City and has reviewed the legal, technical, and financial qualifications of Buyers and found them adequate to own and operate Group W Cable; and RESOLUTION NO. 2010 PAGE. TWO WHEREAS, the Commission has recommended to City approval of the transfer of control of Group W Cable to Buyers subject to the actual closing of the stock sale in June, 1986; and WHEREAS, the Commission and City have been advised by Group W Cable and the Buyers that the approval of such stock transfer to Buyers shall in no way be interpreted as an approval, either express or implied, of the transfer of ownership and control and ultimate transfer of the Cable Communications Franchise Ordinance Lo North Central Cable Communications, L.P. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mounds View! 1. That the City hereby approves the sale by Westinghouse of all of the issued and outstanding shares of the capital stock of Group W Cable, Inc. and the transfer of control of Group W Cable, Inc. to the Buyers subject to an actual closing of the stock sale transaction in June, 1986, pursuant to the terms and conditions currently understood by the City as evidenced by the Notice of Transfer, and other information and documents, provided to said Commission and City. 2. That the approval of the transfer of ownership and control of Group W Cable, Inc. to the Buyers is hereby deemed not to include any approval, either express of implied, as to any subsequent transfer of ownership or control of Group W Cable, Inc. or Group W Cable of the North Suburbs, Inc. or transfer of the Cable communica- tions Franchise ordinance or related cable communications system to North Central Cable Communications, L.P., or to any other entity or individual. 3. That this approval is specifically conditioned upon payment in full prior to an actual closing of the stock sale transaction in June, 1986, or all expenses incurred by Commission and City related to the Request for Approval of Transfer dated February 1, 1986, including those related expenses incurred prior to receipt thereof, but incurred in preparation for the receipt of the go Request for Approval. RESOLUTION NO. 2010 PAGE, THREE ATTEST: (SEAL) That this approval is specifically conditioned upon the understanding that any changes or modifications in the Cable Communications Franchise Ordinance or cable communications system (in place or proposed) which are subject to requlation or control by City and/or Commission shall not be made withnut the piiur review and approval of City and/or Commission pursuant to such procedures as are contained in the Cable Communications Franchise Ordinance or otherwise applicable law. Adopted this 27 day of May, 1996. Mayor Clerk -Administrator RESOLUTION NO. 2011 CITY OF MOUNDS VIEW COUNTY OF RAMSF,Y STArE OF MINNF,SOTA RF.SnLhTION DENYING THE REQUEST TO TRANSFER OWNERSHIP AND CONTROL OF GROUP W CABLE OF THE NORTH SUBURBS, INC. AND TRANSFER OF THE CABLE, COMMUNICATIONS FRANCHISE ORDINANCE TO NORTH CENTRAL CABLE COMMUNICATIONS, L.P. WHEREAS, Group W Cable, Inc., a New York Corporation, by and through Group W Cable of the North Suburbs, Inc., a wholly -owned subsidiary, (hereinafter collectively "Group W Cable") owns, operates and maintains a cable television system in the City pursuant to the terms and conditions of City Ordinance No. 319 (hereinafter "Cable Communications Franchise Ordinance"); and WHEREAS, Group W Cable has requested the consent from the City to a transfer of ownership and control of Group P Cable and transfer of the Cable Communications Franchise Ordinance as amended to North Central Cable Communications, L.P. (hereinafter "North Central_'); and WHEREAS, the North Suburban Cable Commission (herein- atter "Commission") has beer delegated the authority and responsibility to coordinate, administer and enforce the Cable Communications Franchise Ordinance on behalf of City Pursuant to the terms of a Joint and Cooperative Aqreement for the Administration of a Cable Television Franchise; and WHEREAS, the Commission has held a public hearing on behalf of City and has reviewed the legal, technical, and financial qualifications of North Central; and WHEREAS, THE Commission has recommended to City denial of the transfer of ownership and control of Gruup W Cable and transfer of the Cable Communications Franchise Ordinanre to North Central. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mounds View: I. Based upon the Findings of Fact and Conclusions of fh< worth Svburba❑ Cable Commission (attached hereto and made a part hereof) the City denies the request to approve the transfer and owner- RESOLUTION NO. 2011 PAGE TWO ATTEST: (SEAL) ship and control of Group N Cable of the North Suburbs, Inc. and transfer of the Cable Communications Franchise Ordinance to North Central Cable Communications, L.P. Adopted this 27 day of May, 1986. Mayor Clerk -Administrator J ppP�h'E EIMER WOLiF "m'""" Kw l,MQM. R..,Orm"WAMW SHEPARD XZ "%V, " �'"'" "r.m ",~e Dc � ANSCTE Rd. FrT1l+7rr R.,.•014':3lM" RindcmMM AONNELLY lw' Rw R'I' low Rd. all ���hi:'lEl//qjy 1 Saint Paul May 9, 1966 P2 61 1r u &PU,DM=O1. Ma"oM"M b4 YlDRe13 ■SOY "IOJ sa.v.NW Rd- RJ••d A'"1R qD RJ. ,rmw TO: Members -Cities o-Jl Suburban Cable commission Be: Proposed Sale of Group M Cable, Inc. Ladies and Gentlemen: The North Suburban Cable Commission, acting on behalf of its Member -Cities, has reviewed and evaluated a proposed sale of all of the outstanding capital stock of Group W Cable, Inc. The Commission has recommended to its Member -Cities that they approve the sale transaction, as set forth in the Commission's Resolution, a copy of whi--h has been provided to you. The Commission's Resolution at Recommendation number 3 specified as a condition to such sale approval that the Commission and Member -Cities be provided with indemnity protection by Group W Cable, Inc. Please be advised that an Indemnity Agreement executed by Group W Cable, Inc. has been received in satisfaction of the said approval condition. Following adoption of your Resolution regarding this matter, a certified copy of such Rproluti n should hattente 6ent to the Commission's offices, marked to of Mc. Bootsie Anderson, Administrator. Thank you for your consideration. Very truly yours, C� Craig Currie CC:cad cc: Ms. Bootsie Anderson VOK'fI I SUI>U[:IWq CA13LE COMMISSION .;'.i i;,' li-ii I'4 AON;i IAI I, d: III Uit 11, 111:aJ1, i AID RECO C* i4wv yp 0 S May 1, 1986 TO: CITY MANAGERS 4 FROM: Bootste Anderson P» d Administrator I am sending you yet another report on the issue of the Westinghouse -Croup W Cable transfer of ownership. On April 13t1. I attended a NLC/NATOA Conference which centered around municipal telecommunications problems of today and what the future predicts. Believe it or not some of the future of telecommmunlcations in your city not only includes cable but also might decide the future control you may or may not have over things like franchise fees, use of the I -Net (Institutional Network), community programs, etc. First the transfer information. Enclosed you will find a letter from Craig Curry recommending approval of the transfer of stock from Westinghouse to the group of five buyers. Additionally, enclosed is a letter from Tom Creighton recommending denial of the second transfer to North Central Cable Communlca N ons or Mr. GYslave Hauser. The appropriate resolutions will be sent for immediate conaideratlun by your City Councll at the next available meeting. To facilitate the closing of the stock transfer, it is important that each city complete the discusrions concerning the resolutions as quickly as possible. If you have further questions regarding this issue, feel free to call either myself or Tom Creighton. This brings me to my second point. As most of you must know by now. Deremher 79. 1986 begins the dawning of a new are with the cable industry. On that date the cable industry becomes un-regulated in the areas of rate and general banagemeat. The Industry, however, would have all cities believe that on that date total regulating suthnrity is ended. By using that type of tactic, though, many cities have begun to "givo-up" enforcing the remaining enforceable areas of the cable franchise. Enclosed are two cable industry legislative updates prepared by two different stterney's groups. I ^ i,,'.� • In/, , A • IL.W r+ N..•R.n•4n N.q, 11 i. • P,,.& • 9 Arw„a; • City Managers May 1, 1986 Page 2 Due to the new Federal Cable Policy, the industry has begun an intense campaign consisting of possible litigation toward commissions or regulating bodies in an attempt to force submission to industry demands on regulated items. Any city or commission that allows modification of an existlag franchise without careful consideration as to the effect that modification any have on the citizens, is in effect rendering all future development or expansion of services Irrevocable. My statements are meant to slats each city so as to have each city become more Informed as to the future of your I -Net, franchise fees, public access staff and equipment, and channels. As the age of telecommunications becomes a reality In the ten cities, ycu might realize that various parts of the franchise are Interchangeable with your plane to develop and expand communication within your city, throughout your cucaunity and within our communities. BA: kjr Attachments e OPPENHEIMER WOEII ' .. •.• .. "' STLASHE ^ARD , �'w:,sa.n. a.,..•.•..•v AND ti.�•••.w .. wr A LVN T A �� A.IyM TY'6 .f•Sw • q. DONNEEEY �� �-% ... Saint Paul April 20, 1906 North Suburban Cable Commission 2077 W. Larpenteur Avenue Falcon Heights, MN 55113 Re: Group W Cable, Incorporated Request for Approval of Transfer of ownership and Contro) Dear Members of the Commission: Please find below a summary and analysis of a request from Group W Cable, Incorporated, to the Member Cities of the North Suburban Cable Commission to approve the sale and transfer (the "Transfer Transaction') of al) of the issued and outstanding shares of the capital stock of Group W Cable, Incorporated ("Group W') from Westinghouse Broadcasting And Cable, Incorporated to a group of five Buyers (the "Buyers'). The purpose of this report is to provide the Commission with an understanding of the Transfer Transaction and the standard for reviewing whether to approve such Transaction. I. Description of Transaction The proposed Transfer Transaction involves the following parties: 1. Westinghouse Broadcasting and Cable, Incorporated ("Westinghouse'); 2. American Television and Communications Corporation and its affiliates and assignees ('ATC'): 3. Comcast corporation and its affiliates and assignees ('Comcast'); 4. Daniels i Associates, Inc. and its affiliates and assignees ("Daniels'); 5. TCI Holdings, Inc. and its affiliates end assignees ('TCIH"); and 6. Century Southwest Cable Television, Inc. and its affiliates and assignees ('Century'). Parties two through six, above, or their designated affiliates or assignees, as Buyers, will purchase all of U114NHtIMtx WUill FDSTtA SHEPARD AND DONNELLY Ncrth Suburban Cable Commissior April 28, 1906 Page Two the stock of Group W. Sometime before the end of June of 1986 (hereinafter referred to as the 'closing•) the Buyers are jointly and severally obligated to close the purchase of Group W's stock from Westinghouse subject to the terms and conditions of a purchase agreement dated as of December 23, 1985 ('Purchase Agreement*). Upon the closing, the stock of Group W will be apportioned among and owned by the Buyers in the following approximate proportions: TCIH and its affiliates or assignees 32.6► ATC and its affiliates or assignees 26.4% comcast and its affiliates or assignees 25.41 Century and its affiliates or assignees 12.0► Daniels end its affiliates or assignees 3.6► 100.0► The Buyers have aqreed that, upon the closing, they will elect the following individuals to serve as the Board of Directors of Group W: Presently an Name offirpr of: Office Held Thomas W. Binning ATC Executive Vice President Stewart Blair TCIH Senior Vice President Julian A. Brodsky Comcast Senior Vice President Thomas A. Marinkcvich Daniels ?resident Leonard Tow Century President After the closing, Group W will be supervised by the Board of Directors specified above and each Buyer will have primary operational responsitiiity for a group of cable systems which it has agreed to subsequently purchase, or trarsfer to other parties, pursuant to the Purchase Agreement. The six suburban Twin Cities systems currently owned by Group W, including the North Suburban cable system (the 'System'), have been allocated to Daniels. Daniels has assigned its interests in those systems to Daniels -Hauser Holding Company ('D-H Holdings'), a Colorado general partnership consisting of Daniels i Associates, Inc. and North Central Cable Communications Company L.P. as general partners. North Central Cable Communications Company L.P. ('North Central') is a Minnesota limited partnership consisting t1 TLNMLVW WULtf ADTIA SWARD DONNCIiy North Suburban Cable Commission April 28, 1986 Page Three of Hauser Cable Communications Incorporated as general partner and R. E. Hauser Incorporated as limited partner. The Buyers have also agreed that as soon as possible after the closing, Group W will transfer control and ownership of the Group W subsidiary corporations to the individual Buyers. Group W Cable of the Northern Suburbs, Inc., the Group W subsidiary owning your cable System, will be transferred to Daniels which in turn will assign its interest to D-H Holdings. These potential subsequent transfer transactions cannot occur without your specific review and approval, separate from and in addition to your ccnsideration of the Transfer Transaction. Nevertheless, the management (but not ownership control) of your System will be immediately undertaken by North Central, as agreed by the Buyers, upon the conclusion of Transaction. Although the Group W stock Transfer Transaction requires your approval, this change in management of your System can legally occur without your approval. 1I. Standard of Review The Com_^ission's task with regard to the Transfer Transaction is to review the nature and effect of the Transaction and to recommend to its Member Cities approval or denial of the transfer of stock from Westinghouse to the grouD of Buyers. The Cities must make the ultimate determination. The standard of review is that the Cities' consent, based upon the Commission's recommendation, shall not be unreasonably withhclu. For the purpose :f determining whether it will recormend consent to the change of control in Group W, the Commission's staff and counsel have made inquiry into the legal, technical, and financial qualifications of the Buyers. The analysis of the proposed Transfer Transction is somewhat different from the analysis of the proposed potential subsequent transactions. Since the proposed Transfer Transaction is a stock transfer, in which Group N and Group W of the Northern Suburbs, Incorporated remain intact, it will not be necessary to transfer the Member Cities' franchises at the conclusion of that Transaction. Therefore, the performance of your cable communications franchises will continue to be guaranteed by Group W as controlled by new stock owners. The assets of Group W will remain intact at the conclusion of the Transfer Transaction. only the n+enagement of Group W, Incorporated (through its Board of OPPENHCIMER WOLFT FOSpTER SHVARD DONNELLY North Suburban Cable Commission April 28, 1986 Page Four Directors) and of your cable System throLgh North Central will be affected. The Purchase Agreement between Westinghouse and the Buyers requires that the Buyers assume all Group W systems .as is'. The Buyers are not permitted to request or meke any franchise modifications, nor have you been requested by the Buyers to make any such franchise modifications. The Commission should consider the following factors in determining whether to recommend approval or denial of the Transfer Transaction: 1) Legal and character qualifications of Group W and the Buyers; 2) Technical ability of Group W as a result of the change in control land if necessary the technical ability of the Buyers and any third party engaged by Group W to manage your system); and 3) Financial stability of Group W as a result of the ' change of control. III. Analysis A. Legal qualifications The legal qualifications standard relates primarily to an analysis of whether the Buyers involved in the transaction are duly organized and authorized to own the cable system and franchises. Each of the Buyers involved in this transaction is duly organized and authorized to own a cable system and franchise. Two of the Buyers are the two largest cable companies in the United States. The character qualifications of the Buyers are satisfactory. Therefore, based upon our review of the information provided, it would appear that the Commission and Cities could not reasonably withhold approval of the Transfer Transaction based upon the legal or character qualifications of the Buyers. B. Technical ability The technical ability factor relates to the technical expertise and experience in operating and maintaining a cable OPPENHEIMER WC' FOSTER AND SHEPARD DONNELLY North Suburban Cable Commission Apri. 28, 1966 Page Five system. Since Group W will remain in existence, the technical ability of the franchise ho!der is not at question. However, a review of the Buyers may be undertaken. In such a review, it is noted that the Buyers have extensive cable television experience. Therefore, in reviewing the technical abilities of the Buyers, it would be unreasonable to determine that the Buyers are not technically qualified to own and operate your cable system. Further, since North Central has been designated as the manager of your cable System upon completion of the Transfer Transaction, it is a valid inquiry to determine the technical ability of such management. The technical ability factor relates to the technical expertise and experience of North Central in operating and managing a cable system. Since North Central is a new entity, it has not directly owned or operated any cable systems. Therefore, the ability of its managing principals must be reviewed. Information has been provided concerning such principals' experiences in owning, operating, and managing cable systems. Hauser Cable Communications, Inc., ('Hauser Cable") as general partner of North Central, will be primarily responsible for the management of North Central. A majority interest in Hauser Cable will be held by Gustave M. Hauser, or a company controlled by Mr. Hauser. Additionally, John D. Evans, or a company controlled by Mr. Evans, will also own stock in Hauser Cable. Moreover, Hauser Cable has stated that it irtends to enter into a standard management agreement with Hauser Co^iuni cations, Inc. (-Hc—) to be responsible for the day-to-day supervisory management of Ncrth Central and the cable systems. The information which has been reviewed by Commission staff indicates that Mr. Hauser, Mr. Evans, and HC have cable management capability and experience sufficient to satisfy the technical ability factor as applied to your cable System. Mr. Hauser is Chairman and Chief Executive Officer of HC, Arlington Cable Partners, and Suburban Cablevision Company. He formerly served as Chairman and Chief Executive officer of Warner Amex Cattle Communications, Inc. He has been involved in cable television and other electronic communications since the early 1960's. Mr. Evans, as President of HC and Arlington Cable Partners, has 13 years of management experience in the cable television industry. He manages a'34,000 subscriber cable system in Arlington, Virginia and a 33,000 subscriber OrrWHUMOR WOL" FOS rEA SWARD AND DONNf11Y North Suburban Cable Commission April 28, 1966 Page Six system in Brooklyn Park, Minnesota. He has also served as System and Regional Manager for over 90,000 subacribs:s in Columbus, Ohio for American Television and Communications. Hauser Communications, Inc., which will be the manager of your cable system, has experience in managing the Arlington system, Brooklyn. Center system, and is intending to acquire a 23,000 subscriber system in Montgomery County, Maryland. Upon completion of the Transfer Transaction, lour cable System's management will be provided by North Central pursuant to a management agreement with Group W. Group W, however, will remain ultimately responsible to the Commission and Member Cities for proper management of the System. If North Central failed to properly discharge such management responsibilities, Group W would be liable for any harm or loss incurred by System users or the Commission or Cities, and would be able to replace North Central with another manager to satisfy such management obligations. The information provided to us indicates that North Central, through its principals, has cable management capability and experience that may be sufficient to satisfy the technical ability factor as applied to your cable system. Group W remains legally responsible for proper management end will be able to monitor and replace North Central if such management is not adequate. Based upon the review of the information provided, it would appear that neither the Commission nor Member Cities could reasonably withhold approval of the Transfer Transaction based upon the technical ability of the Buyers, Group W and North Central. C. Financial stability The financial stability factor relates to whether upon completion of the Transfer Transaction, the franchise holder or guarantor has the financial resources available or committed to not only acquire the System, but also to meet the existing franchise requirements. It is not appropriate to evaluate the financial resources of the Buyers for the purpose of the Transfer Transaction. The Buyers, as stockholders, are not required to commit their individual corporate assets to the performance of Group W Incorporated or its subsidiaries. Although Westinghouse Incorporated has at times apparently provided financial assistance to Group W, as a stockholder Westinghouse is not be required to commit financial resourres to the performance of its subsidiary. Therefore, following the Transfer Transaction, nothing will change as to the stockholder resources legally committed to Group W. FFOST AHSHErARD AND DONNEIIY North Suburban Cable Commission AFril 28, 1986 Page Seven The assets of Group W remain intact at the conclusion of the Transfer Transaction, causing no change from the financial situation which exists for Group W prior to the closing of the Transfer Transaction. while the System's own financial operations and performance will be a mejor factor in determining System services and subscriber costs, the assets, resources and economy of scale advantages of the entire Group W organization will be available to support current System services and costs and to partially lessen any service or cost adjustments that may become necessary in the future. If, in the future, Group W proceeds to transfer its systems to the Buyers, the resources available to Group W will diminish. While such transfers would reduce the assets and resources available for System support, Group W could have "sold -off' its other existing systems at any time, even prior to the Transfer Transaction. A Court would likely conclude that the Member Cities do not have authority to stop Group W from diminishing its assets by seliing other systems. Therefore, such potential for system sale or transfer transactions in the future is not a situation that differs from the existing rights and arrangements under the Member Cities' franchises, and is not a basis for objecting to the Transfer Transaction. Since Group W continues to exist and guarantee performance of your franchises, we cannot discern a reasonable basis to deny the Transfer Transaction based on the financial stability of Group W, Inc. In light of the considerable financial resources available to Group W at the conclusion of the Transfer Transaction for System support, neither the Commission nor Member Cities could reasonably withhold approval of the Transfer Transaction based upon the financial stability factor. Mr. Kevin Cattoor, your financial co-isultant, has concurred in these findin,gs.ISee attached letter) IV. Conclusion Based upon the above analysis, it is our determination that the Commission and Member Cities can not reasonably withhold approval of the Transfer Transaction. very truly yours, OPPEN/H/EIMER WWOOLFF FOSTER SHEPARD AND DONNELLY By / A /n aig urrie CC:csd O11KCT DIAL MUMsrs (612) 313-1296 O'CONNOR i HANNAN ATTOaM[T{ Al LAW 1600 IDS C[MT[R eO 60UTM 11"TM aTa[[T MIM11[A►011a. MIIIM[aDTA eNOs-aaM 1"1 ael-aeOO t[L[ll feoeaA T[L[C00I911 16t1 241 aaoo lane V:.n ... r ,QAtiLt �,FFIT� ��T �• � N� ,T.S` April 25, 1966 Mr. John D. Evans North Central Cable Communications Company, L.P. 2707 Wilson Boulevard Arlington, VA 22201 REs North Suburban Cable Commission North Central Suburban Cable Commission Burnsville/Eagan Cable Commission Quad Cities Cable Commission ' Dear Mr. Evans Awl sou As you are aver&, the public hearings regarding Transaction 12 which were continued for the purpose of the Commission's analysis of your financial information will resume Monday, April 28, 1986, with the North Central Suburban Cable Commission setting. As you are further aware, your response to the Municipal Requests Pot Information were due for the various Cc -missions in the first two weeks in March. In all instances your response was not received within the requested two week period, and further, was deemed not to provide sufficient financial information to adequately analyse the transfer. Therefore, as permitted in the original Municipal Request For Information, Mr. Cattoor, the independent financial consultant advising the above -mentioned four Commissions, requested additional information of you. Your response was received April 3, 1966. Since it was impossible to review that information prior to the public hearings regarding Transaction 12 from Group r Incorporated to North Central Cable Communications Company, L.P. (North Central), the Commissions all continued their public hearings. Mr. Cattoor has informed we today that although he met with you on April 9, 1986 to review what be considered inadequate documentation of your assumptions, and subsequently again requested ' (in a letter dated April 15, 1986) documentation of all assumptions supporting the pro formal, he has not as of today, received adequate supporting documentation. me has therefore informed me that he is unable to issue a final report at this time for the consideration of the Commissions at their continued public hearings. O'CONNOR 6 MANNAN AT roaMCTs AT LAw Mr. John D. Evans Page Two April 25, 1986 This letter is to inform you on behalf of the above -mentioned Commiasions and on behalf of Mr. Cattoor, that I as officially withdrawing the request of April 15, 1986 requesting documertation of all assumptions supporting your pro forams. This withdrawal is necessary in light of the fact that both Mr. Cattoor and my office would not have sufficient time to analyse any response which you might prepare prior to the continued public hearings. Additionally, I will not recommend further continuance of the public hearings, and, instead will proceed now to prepare my recommendations to the above -mentioned Commissions based upon Mr. Cattoor's analysis of the information we have available to us. Mr. Cattoor is unable to attend the North Central public hearing of April 28 and the North Suburban hearing of May 1, 1986. While those Commissions may choose to continue their public hearings for a short period of time until Mr. Cattoor may attend, they may also choose to proceed with the approval or denial of the request regarding Transaction 82. This will be possible in light of the fact that Mr. Cattoor has informed us today in writing that 'due to the lack of documentation supporting North Central's pro formas, I am unable to issue a final report at this time. Therefore, my preliminary report addressed to the Commission in the most recent public hearings still stand&.' For your information and based on Mr. Cattoor's preliminary report and your lack of documentation supporting North Central's pro forma$, I intend to recommend to the above four named Commissions that they deny Transaction 02. If you should have any questions, please fe►1 free to contact me. Sincerely, zlthome D. reighto TDC:abg cc: Norval Reece, Group w, Inc., New York James Erickson, Larkin -Roffman Tom Sharrard, Group N, Inc. District Manager a Rootsie Anderson Mike Cusick Ralph Campbell Terry O'Connell Mark Matthews Denise Durante Jim Comers Mary Jane Thompson MATT,¢w L IF18OW % ►A JOHN M SPENCER ►c' JOEE►H A BELISLE' KATHY J afRF' x ►ATMOK MEEHM a rauar J OW ► vWG $10 oAViOM' a rgrar Tf 4.f4w ..r•.o.•.m w nr.n w LBBOWM & SPF1' m A isnrerft 01 Protsn&* Cofporsmore J u"e t .. 30W Bncsyne Boulevard Mism Fiords 33137 (305) 576.7973 Twa ,X)S, en Aso CABLE RbGULATORT UPDATE 5 At '$l' YJor vfmgr+w A. N eVambon Dc t000s r3wI 7A''Jds3 1w 11a W.-a Judicial Proceedings to Match Preferred Communications, Inc. v. City of Los Angeles - U.S. Supreme Court. Involves an action brought by Preferred, a cable television company, against the City of Los Angeles, claiming that the City's franchising process violated Pre- ferred's rights guaranteed under the First Amendment. Spec ifi- tally, Preferred contended that its right to construct a cable television system and disseminate programming via the cable medium was protected by the First Amerdment. Therefore, Pre- ferred argued, access to facilities (utility poles), needed to exercise this First Amendment right, should not be subject to the unfettered discretion of the City's franchising process. A U.S. District Court dismissed Preferred's complaint, but the Ninth Circuit Court of Appeals overturned the lover court, in March 1985, and adopted Preferred's First Amendment argument. The Ninth Circuit limited the scope of Its decision to those situations where a city's utility poles or unQerground conduits have the capacity necessary for accomodatirg more than ore c&tls system. The cas: is curr:ntly pending before the United w i States Supreme Court. Oral arguments in the case will be heard by the Court on April 29, 1986. ' American Civil Liberties Union at al. vs, FCC - U.S. Court of Appeals, D.C. Circuit. This appeal filed on October 29, 1985 deals with the rules adopted by the Comrtsaior, in their Order implementing the Cable Act's rate deregulation provi- sion, under Section 623 of the Cable Act, franchising author- !ties are allowed to regulate subscriber rates for 'basic cable services, only if their cable system is not subject to 'effective competition'. In their rule making proceeding the Commission defined ' basic cable service' as •cable service regularly provided to all subscribers including the retransmis- sion of must carry broadcast television signals and public, educational and governmental channels.' In addition, the Com- mission decided that a rahl- ---•.. w suoJect to 'effective competition', if at least three television stations placed a grsde B signal over any portion of the .a;,Ie community or at least three stations are significantly viewed within the community. Local government groups suggested, in cruasents filed in the rule making proceeding, that the Commissior re- quire a total of tan broadcast signals within the cable com- munity, before there is to be considered 'effective competi- tion' for a cable system. The appeal at the circuit court is currently being held in abeyance pending resolution of several a Petitions for reconsideration of t, Commission's Order, The COlm:issiOn'a Reconsideration Order, o be released in the near -2- future, is not expected to resolve the dispute surrounding the Commission's definition of 'effective competition'. City of New York vs. FCC - U.S. Court of Appeals, D.C. Circuit. This involves an appeal of a Commission order, which prohibited state and local technical regulations for class 1 (broadcast) channels on a cable system that are inconsistent with those adopted by the Commission. The Order also preempted any state or local technical regulation for non -class 1 01aonel5. The City of New York and otner petitioner■ claim, that under the Cable Act the Commission lacks authority to pre- empt non-federal technical regulation of cable systems, In* final brief is due to be filed on May 27, 1986, with oral arqu- ments to follow. Florida Power Corporation vs. FCC - On appeal to the U.S. Supreme Court. in this case a utility company challenged an order of the FCC - authorizing certa,n cable television companies to maintain pole attachments at a rate significantly less than that specified in prior pole attachment contracts between the parties. These lower rates, the Commission found, were guaranteed the cable company, under the provisions of the Pole Attachment Act. of 1978. The Eleventh Circuit Court of Appeals decided that the FCC Order, guarantying the cable Com- pany a pole attachment rate lower than the previous contract rate, was a taking of the utility company's property without just compensation and thereby was a violation of the Fifth 3 Amendment. In effect, the Court found that the rate provisions contained in the Pole Attachment Act of 1978 were unconstitu- tional. The National Cable Television Association, Cox Cable and Croup W have asked the U.S. Supreme Court to review thls ruling. Tribune -United Cable vs. Mortgomery County - United States Court of Appeals, Fourth Circuit. Montgomery County recently requested that the entire panel of Fourth Circuit Court judges review a three -judge panel's interpretation of the franchise modification provisions of the 1984 Cable Act. The three -judge panel from the Fourth Circuit, found that a franchising authority may not penalize cable operators for violation of franchise agreements, before final action is taken on any re- quest by the cable system for modification of the franchise agreement under Section 625 of the Cable Act. In its appeal u the full circuit, the County argued that the previous decision. Will im.Tobilize enforcement of all cable franchises within the Court's jurisdiction and elsewhere. The County also speculated that the decision 'can be expected to stimulate a flood of modification requests since any cable operator can now automatically thwart enforcement.' Erie Telecommunications, Inc. vs. City of Erie - U.S. District Court, Western District of Pennsylvania. This case focuses upon the City of Erie's reouirement that the winnino cable system pay a suostantial fee in exchange for its of franchise. After accepting the franchise, Erie Telecommunics- tions, Inc., refused to pay the required franchis♦ fee and filed suit against the City of Erie - claiming that the franchise fee was in excess of the maximum fee allowed under Section 622 of the Cable Act. Under Section 622 of the Act, franchising authorities are given the pover to collect franchise fees from cable operators, however, such fees may not be in excess of SI of the cable operators' gross revenues derived from the operation of the cable system for any 12 month period. Erie Telecommunication's complai:it was filed on July 16, 1905. The case is currently still in the discovery phase of litigation. Madison Cablevision, Inc. vs. Citv of Morganton - U.S. ' District Court, Western District of North Carolina. This case affords the Court an opportunity to apply and interpret the Cable Act's franchise renewal procedures and buy-back provisions. In this instance, the City of Morganton failed to renew the franchise of Madison Cablevision, Inc., a TCI subsidiary, after 12 years of operation. In addition, the City of Morganton attempted to buy-back the franchise under the existing franchise agreement. Madison Cablevisior, filed suit against the City of Morganton on January 6, 1986. In their complaint, Madison Cablevision, claimed that the City's a:tion - denying renewal of their franchise - violated the renewal procedures laid out in Section 626 of the Cable Act; violated their First Amendment right to operate a cable system and -5- Should be considered a taking of private propetty without compensation in violation of the Fifth Amendment. In addition.. the complaint cited the City's intent tc operate the cable system, as an attempt to monopolise the provision of ceblw communications services within the community, in viola::on of Anti -Trust law. A motion for summary judnment, filed by the City of Morganton, will be considered by the court on May 16, 1986. AR\OLD Eft PORTER a[. �.a•Or0" .200 NEW N[MVSNIAE AVENUE. N. W. .[co-'M Moal 11, pto WASMINGTON, O. C. 2003e 19,9. a, t)tl 4021 P2-4100 April 1986 RECENT DEVELOPMENTS AFFECTING FRANCHISE ENFORCEMENT a PERFORMANCE EVALUATION By: Norman M. Sinel, Eso. Patrick J. Grant, Esq. Barbara J. Delaney, Esq. INTRODUCTION 1100 pat t• ot"vta. W.oa.o0 60101 non ap-coo Legislative and regulatory developments at the federal level during the past year have tended to restrict the ability of franchising authorities to enforce cable operators' obligations tc serve the public interest. In particular, the Cable Communications Policy Act of 1984 (hereinafter the "Cable Act") and various actions taken by the courts and the Federal Communications Commission ("FCC"), both before and after passage of the Cable Act, have diminished the scc?e of franchising %uthorities' powers regarding rate regulation, the types of services carriod over a cable system, the technical performance and slgr,al quality of cable systems and the conditions governing renewal of cable franchises. A comprehensive discussion of the impact of the Cable Act, and prior FCC and Judicial actions, on the powers of franchising authorities, is contained in Cable Franchising and Regulation -- A Local Government Guide To The New Law (thee G�which was published by the National League of Cities and the U.S. Conference of Mayors in March 1985. The purpose of this outline is to provide an update on the key FCC and judicial developments occurring since publication of the Guide. II. RECENT FCC DEVELOFMENTS A. Rate Regulation In its Report 6 Ord 7F1 1 Policy Act of 1964, 58 R R.2d 1 (released April 1985) (hereinafter "R&O") the FCC responded to - 2 - Section 623,b) of the Cable Act which directed it to issue regulations defining the circumstances in which a cable system's rates can be regulated by a franchising authority (i.e., where a cable system is not subject to effective competition) and to establish standards for such rate regulation. The FCC defined "basic cable service" as "the tier of service regularly provided to all subscribers that includes the retransmission of all must -carry broadcast television signals as defined in Sections 76.55 - 76.61 of the rules, for, in the absence of at least three must -carry signals, any unaltered broadcast television signals( and the public, educational and governmental channels, if required by a franchising authority under Section 611 of the (Cable) Act." 58 R.R.2d at 32-33. It determined that "effective competition" exists where three or more off -the -air broadcast signals are available; that is, where they place a predicted Grade B contour over any portion of the cable community or are significantly viewed within the cable community. 58 R.R. 2d at 24-29. The FCC also provided a one-year exemption frog. rate regulation to cable operators previously found to be subject to effective competition, but later determined not to be, due to changed circumstances in the cable system community. 58 k.R.2d at 29. Finally, the FCC allowed cable systems to pass through to subscribers any - •dily identifiable increase (or decrease) .n =oot which it entirely attributable to the provision of basic service. These rate increases may be applied automatically without franchising authority approval, and may be taken in addition to the 5% automatic annual increase to which most systems are entitled. 58 R.R.2d at 35. No reason other than "avoidance of pZo forma administrative proceedings" was articulated for this action. In light of the decision in Quincy Cable TV Inc. v. FCC, 768 F.2d 1434 (D.C. Cir. 1985), discussed bilow, the FCC reopened the period for filing comments i on the definition of basic =r`le service. Order Reopening the Period for Filing Comments, MM Docket No. 84-1296 (released September 10, 1985). In the comments filed, the parties have also challenged the FCC's definition of effective competition. As of April 4, 1986, a draft - 3 - Commission decision was being circulated, but it was unclear when a proposed decision would be placed on the Commission's agenda. At the same time, over forty parties are now participating in an appeal of the rate regulations (and other regulations) contained in the RSA. Th"t "Ri1al is pending before the United States Court of App for the District of Columbia Circuit. American Civil .Liberties e� Union v. FCC, No. 85-1666 (D.C. Cir. h Afiledprill0, May 3, 1985). The Court has granted, 1986, the FCC's motion to hold the case in abeyance, pending the agency's disposition of the related matters before it. B. Regulation of Technical Standards. Section 624 of the Cable Act permits franchising authorities to regulate the seo ices, facilitito the es and e equipment provided by P consistent with the Cable Act` `In*Sectiont624(e)s the FCC is authorized to eatab•• ..s- nt of cable systems ' relating to the facilities and equip in a franchise. which a franchising authority may require Under t1'.e aegis of Section 624(e), the FCC has decided to retain its existing signal quality levels as "firm guidelines" and to preempt any state or local technical regulations exceeding the federal standards. Report and Order In the Matter of Review of Technical and operational Requirements of Part 7yCable Television, Rik Docket 85-38, F.C.C. 85.581 (releazed December 17, 1985) (hereinafter "R&O on Technical Standarls"). The City of New York immediately filed a Petition for Review of the Rho on Technical Standards-. r. filed of New York v FCC, Docket No. 85-1841 (D.0 Ci. Dec. 26, 1985). The National League of Cities, the U.S. Confere:.:e of Mayors, and several loca, governments have joined -� that appeal. The c:ties hope to persuade the Court of Appeals that, among ther things, the FCC's action was inconsistent with Sections 624(b) and 626 c)(1)(B)rants + of the Cable Act. Section 624(b) p y franchising +uthorities the right to emeab,"ssnd their "raquiremen': for facilities and equipment is serioualy capacity to esponsibly exercise that rig.• impaired if hey are unable to establish r aningful standards g erning how such fan lit.es a: equipment 4 - are to Pe =rm. In addition, Section 626(c)(1)(B) of the Cable ct specifically identifies "signal quality" as one of the service characteristics to be evaluated in connection with a request for renewal. If franchising authoritie,, are limited to determining just whether an operator satisfied the FCC's outmoded standards, it would be a rather meaningless evaluation. The petitioner's brief is to be filed on April 10, 1986. The appeal of the R&O on Technical Standards will probably not be concluded for many months. In the interim, many franchising authorities, an well as NATOA itself, are considering filing a petition with the FCC urging it to establish state-of-the-art technical standards. The R&O on Technical Standards hints that the FCC would entertain such a petition. Many commentators believe that the cable industry would not significantly oppose such an effort, in light of the experience in New York City and other jurisdictions which successfully negotiated state-of-the-art performance standards in connection with the sward of cable franchises. Indeed, after standards were established 1n New York City, the NCTA itself published a comprehensive set of "recommended" standards for cable systems which, with taw exceptions, should be acceptable for most jurisdictions. c. Must -carry ReQulremenfs Last summer, the United States Court of Apper.le for the District of Columbia Circuit struck down the FCC's long-standing rules requiring cable operators to carry the signals of all local television stations within their area (the "must -carry rules"), declaring that the rules as than formulated violated the First Amendment. Quincy Cable, Inc. v. FCC, 768 F.2d 1434 (D.C. Cir. 1985), Qitition for cert. filed sub nom_, National Association of Broadcasters, et al. v. inc Cable TV, Inc., No. 85-502 (filed Oct. 23, 1985). The Court of Appeals did not hold that all must - carry rules would necessarily violate the Firet Amendmant. Thus, in response to petition@ submitted by the National Association of Broadcasters (and others), as well as to pressure from Congress, the FCC his adopted a Notice of Inquiry and Notice of ProDoaed Rule Making, MM Docket No. 85-349 (reseed November 18, 1985), seeking comments and proposals regarding the mandatory carriage of - 5 - television broadcast signals.' Comments were filed on January 29, 1986, and reply comment■ were filed on March 21, 1986. In their reply comments, the NAE, NCTIA and other parties submitted a compromise proposal for a new set of must -carry rules. The compromise would exclude cable systems with 20 or fewer activated channels from any mandatory carriage requirements. Systems with greater channel capacity would be required to carry a limited number of local television ■tati�ns which are located within 5C miles (as measured from the principal cable headend to the reference point of the station's city of license) and which receive a 2% share and 5% net weekly circulation in noncable homes by county. Duplicated stations, translators, low power and other passive signal repeaters would not have to be carried. If more than the required number of local stations were available, the operator would be permitted to select the stations to be carried, so long as all stations carried were transmitted in their entirety on the system's lowest -priced tier. The FCC has allowed interested parties until April 25, 1986 to comment on this compromise proposal. D. Equal Employment Opportunity As required by Section 634(d) of the Cable Act, the FCC has established a series of federal rules regarding the equal employment opportunity obligations of cable operators. Report and Order In the Mattai of Amendment of Part 76 of the Comm�ion s Ru:ee to or the cable communications Policy Act of 1984, MM Doc) No. 85-61 (released September 25, 1985) (hereinafter "EEO Order"). The rules address the following matters: (a) publicity regarding an operator's EEO program; (b) recruiting of minority and female applicants; (c) evaluation, -f amplc}ment patterns in light of the availability of minorities and women In the area; I In addition, the NAP and other parties have petitioned the Supreme Court for a writ of cart;orari to review the D.C. Circuit's decision. A - 6 - (d) promotion of minority and fe.msls employsae; (a) encouragement of minority and female entrepensurs; and (f) ongoing evaluations o1 EEO prog:ame. these regulations should not significantly affect local EEO efforts, since Section 634(1)(1) of the Cable Act efpressly preserves the authority of states and franchising authorities to establish or enforce consistent EEO requirements; to establish or enforce requirements regarding the use by ■ cable operator of minority and local businesses; and to enforce any EEO :equirement in a franchise in effect on or before the effective date of the Cable Act, which was December 29, 1984. Cities should, however, consult the EEO Order to fully understand the new federal regulations. State Regulation of Non-Cabl,4 Services -- the Cox Cable/Commline Order The Nebraska Public Service Commission (hereinafter "NPSC") ordered Co ,mline of Omaha, Inc. (hereinafter "Commline") to cease and desist providing "institutional" high speed digital transmission services, including video teleconferencing, electronic mail and high-speed facsimile, until it obtained a certificate of public convenience and necessity from the NPSC. Cox Cable, which wholly owns Commiine, filed s petition with the FCC seeking a declaratory ruling that the Commission had preempted state and local regulation of facilities located entirely within one state end used to originate, distribute or terminate interstate communications, Including facilities which also distribute intrastate communications. The FCC first found that Commline was not a common carrier within the meaning of the Communications Art. It then held that state regulation of facilities like Commline's was preempted because of the effect such regulation would have on interstate communications and on federal law and policy. The FCC AictinyQisned this result from the holding in National Ass'n cf Regulatory Utility Commissioners v. FCC, 533 F.2d 601 (D.C. Cir. 1976), saying that decision should only be cited for the proposition that the FCC's decision to preempt exceeded its juriadictiu4 under the ancillary to broadcast - 7 - standard. The FCC based its decision to preempt in the Commlins matter not upon that standard, but upon t1s expansive ancillary fedonrthaaitfecttstatarrequlatiote wire communications and upon a effect Memorandum would have on various ^federal -Pi order. In the Matter re Cox ;,D, .,_,�., --- September 5, 1965). A petition for reconsideration of this Order vac filed with the FCC and is eil�C t�dthaconsideration. 5tatee The decision has also been app Court of Appeals for the District of Columbia Circuit. III• FRRA CHISING ANDPMENTS FRANCHISECENF FOACEMENT A. The Preferred Communications Case Last year, the Ninth Circuit held that the First limitmaccessotobats the use of an auction given region of acit}n*oprocess asiingle cable operator, when the public utilities in that region are physically capable of sccommodatinq more than one cable system. City of Loe Angeles v. Preferred Communications Inc., 754 F.2d 1396 19 Becauselthe)matter cart. rg anted, l06 St Ct.enBosilEeo*'a dlsmlesaI for ■Vfailure to state a c.a,m, of law, with all material allegations in the plaintift's complaint accepted as true. Those allegations -- which may prove difficult to sustain in the event of • subsequent factual development in -- included this case claims that: (a) there is no physical limitation on the number of cable systems which can attach their facilities to the existing poles; (b) cable is not a natural economic monopoly, and (c) there is no legitimate gov*rns.entAl purpose � for awarding only one cable franchise. Despite the lack of a factual record, the U.S. Supreme Court agreed to review o e�inMgslas and scar*$ Caciei^� Briefs for the City of other cities and organizations supporting Los AngaLes - 8 - were filed in January 1986. The brief of Preferred Communications, and parties supporting the Ninth Circuit's decision, were filed in February 1986, The argue before the Supreme Court have been scheduled for April 29, 1986. A decision may not be randered prior to the Fall. B. The Florida Power Case In Florida Power Corp. v. FCC, 772 F.2d 1531 (llth Clr. 1985), the Eleventh Circuit found that a cable wire's occupation of space on a utility polo was a "taking" of private property because the physical attachment of the cable to the poles made the occupation "permanent" and because the cable company's occupation of the space at one-third the agreed -upon rates in prior contracts transformed the company from an "invitee" to an "unwanted quest." The court then held that the determination of the just compensation due under the Fifth Amendment for this "taking" was solely a judicial function. Because the Pole Act provided for the FCC to sat compensation rates, the Eleventh Circuit ruled that the Pole Act was unconstitutional. The Eleventh Circuit did not reach the question of proper jurisdiction over pole rates by state agencies charged with the responsibility of regulating the power company as a public utility. In the sixteen states and the District of Columbia which have exercised their preemptive right to regulate in this area, the impact of this decision will not be immediateiy felt. The decision could, however, affect the FCC's authority under the 1978 Pole Act to certify whether states are in compliance with the Act's preconditions for preemption. C. The Cox Cable New Orleans Case in 1984, the United States District Court for the Eastern District of Louisiana held that the City of New Orleans was neither preempted from regulating the number or nature of signals offered on a basic service tier, nor from enforcing tarmn in the franchise agreement requiring that specific offerings be provided on that basic service tier. Cox Ca'uio 14-- Orleans inc. v City of New Orleans, 94 F. Supp. 14 2 (F.D. La. 19841. s That decision was appealed to the Fifth Circuit. But in December 1985, Cox Cable and the City of Now Orleans settled the case and filed a joint motion to vacate the district court docisicrwithout issuing an opinion, District Judge Veronica Nicker granted that motion on December 16, 1985. - 9 - The Housatonic Cable Vision Case The state of Connecticut historically has requlated cable television systems like public utilities through Its Department of PuJlic Utility Control (hereinafter "DPUC"). Cable operators are thus required to obtain a certificate of public convenience and necessity from the DPUC before constructing or operating a cable system. The DPUC has statutory authority to issue just one certificate for each geographical area and to regulate cable operators on an ongoing basis. Its regulatory authority had been used to establish or alter line extension requirements. Housatonic Cable Vision (hereinafter "HCV") filed a proposed tariff with DPUC in October 1980 in which it requested a modification of the Department's line extension requirements. DPUC denied its request, and HCV filed suit seeking to enjoin enforcement against it of the line extension regulation and to obtain a declaration that the regulation was preempted by the Cable Act. The United States District Court held tliat the regulation was not preempted. The court first found that Congress had not intended in the Cable Act to displace all state activity in this area. It then concluded that the obligations imposed by the regulation were not substantively inconsistent with the Cable Act, and that enforcement of this regulatlon, which was validly imposed upon HCV prior to the effective date of the Cable Act and was a past of the HCV franchise at the time the Cable Act went into effect, was not procedurally inconsistent with the Cable Act. Based on these findings, it rnncluded that preemption had not been intended. Housatonic Cable Vision Co. v. Department of Public Utility Control, 622 F. Supp. 798 (D. Conn. 1985). This decision has not been appealed. The Tribune -United Cablo Case Tribune -United Cable of Montgomery County (hereinafter "TUC") recently filed suit fpr declaratory and injunctive relief seeking to pisvent Montgomery County, Maryland from enforcing th• penalty provisions Of its existing franchise agreemant pending resolution Of TUC's request for modification :f the agreement - 10 - pursuant to Section b[5 of the Cable Act.' Tribune - United Cable of Montgomery County V. Montgomery County, No. 85-2272(L) (D. Md. filed Nov. 13, 1985). TUC claims that Section 624(c- of the Cable leiAct renders enforcement of requirements for the p_ on of services, facilities, and equipment in effect on the effective data of the Cable Act subject to the modification provisions found in Section 625. Parmittilig Montgomery County to enforce the penalty provisions of the franchise agreement would therefore be inconsistent with the federally -created Section 625 modification procedure. Under Section 632 of the Cable Act, franchising authorities can enforce provisions relating to customer service requirements, constriction schedules, and other construction -related requirements cf the operators only to the extent not inconsistent with the Act. The Fourth Circuit directed the district court to issue a preliminary injunction for a maximum period of 120 days, ending on March10, 1986, barring Montgomery County from enforcing the penalty provisions the franch-se =y "r"-'. pending Lesolutinn of TUC's Section 625 request for modification of the agreement. The court held that the federally pro`eciedagreemaght to modification of commercially imp nts would mean very little if local franchising authorities were able to burden it by enforcing massiVft penalties di.ring the pendency of the modification proceedings. Montgomery County has filed a petlti.on f,)r rehearing en banc by the Fourth Circuit. In the meantime, TUC and Montgomery County have agreed to extend the deadline for the modification procedure for the third time to April 30, 1986. Settlement negotiations are continuing. If the Fourth Circuit's interpretation of Section 624(c) is upheld, it could severely affect the enforceability of penalty provisions contained in franchise agreements. A cable company could theoretically avoid liability for breach simply by filing a conti:uoue stream of Section 625 modification request a. ' Section 625 establishes standards governing the circumstances under which a cable operator can obtain relief from its existing sew:u , facil" y end •i 1' 'e'� obligations. For a detailed discussion of Section. 625, see Guide, Chapter III.I. Me= F. The Erie, Pennsylvania Case Erie Telecommunications, Inc. (hereinafter "ETI"), the cable franchisee for the City of Erie, suspended payment of its quarterly franchise fee and public access payments to the City because of a dispute over compensation for prepaid franchise fse?. When the franchise was awarded in late 1980, ETI prepaid $2.7 million, with the understanding that it would reccver this sum through annual deductions from its five percent franchise fee as long as the City received tt least $100,000 yearly from such fees. Although the City has complied with this arrang.ment, ETI claims that two developments necessitate the suspension of payments: (1) since the system's revenues have been lower than projected, the sum prepaid has been recovered more slowly than expected; and (2) the Cable Act now mandates that the "time value of money" of such prepaid fees must be considered. The company asserts that it suspended the access payments as well as the franchise fee payments because it was not clear that they were being used for access. In response, the Erie City Council voted to fine ETI $1,000 per day, retroactive to the date the first payment was skipped, for violating the franchise by suspending its franchise fee and access p^,irent s. ETI t:ien filed suit seeking declarative and injunctive relief, attorneys' fees and costs. The company alleges that Erie's "scheme of regulation" violates Ica First and Fourteenth Amendment rights; infringes its state constitutional rights of free speech and free press; violates 42 U.S.C. ! 1983; and violates the scheme for the payment of franchise fees set forth in the Cable Act. Erie Telecommunications, Inc. v. City of Erie No. CA BS-185 Eria (w.D. Pa. filed July 16, 1985). Erie's answer denies ETI's allegations. It contains a counterclaim that ETI made misrepresentations to the City which caused it to win the franchise and requests that ETI be ordered to pay all sums owing. " • Discovery is proceeding. As of mia-March 1986, the case was expected to So to trial in the summer. However, at that time, the court granted a motion by ETI to disqualify the lawyers for the City, one because he could have list,; ;&-id u - .. ...��• In inw - 12 - the other to avoid the appearance of impropriety. New counsel have been selected, but it is unclear now when or whether the case will go to trial. IV. CHALLENGES TO A FRANCHISING AUTHORITY'S ACTION IN CONNECTION WITH OR PRIOR TO REN'nWAL REQUEST A. The Jefferson City Cass Since 1978, TCI Cablevislon, Inc. (hereinafter "TCI") has been the sole cable operator in Jefferson City, Missouri. In late 1980, the City issued a Request for Proposals for Cable Television Service ("RFP"), indicating that a new franchise would be awarded effective April 1, 1981, when TCI's franchise was scheduled to expire. Ultimately, however, the City Council voted to grant TCI a new franchise. Central Telecommunications, Inc. (hereinafter "Central") had responded to the 1980 RFP. Alleging that TCI illegally contacted and threatened the consultant retained by the City, warned that it would cut off cable service to the City, withheld franchise payments fr^m the City, instituted sham litigation, met illegally with City officials and threatened other bidders, Central sued both the City and TCI. Central raised three claims: (1) that a conspiracy existed between certain City officials and TCI to restrain and monopolize trade; (2) that actual ronopolization existed; and 0; that tortious interference with its business expectancy had occurred. The United Stater District Court for the Western District of Missouri upheld the jury verdict in fevor of Central against TCI on all three claims and dismissed TCI's motion for judgment notwithstanding the -verdict. Central Telecommunicatiors v. TCI Cablevision, Inc., 610 F. Supp. 891 (W.D.Mo. 1985). The court found that TCI's allegedly wrongful conduct vas not protected under the Noerr-Pennington doctrine, which is based on the principle that civil liability should not be imposed on persons for exercising their First Amendment right to petition the government. Nor was it protected by the First Amendment. The court Indicated that the First Amendment rights of cable operators were probably not coextensive with those of the print media. Noting that th& l*w rnnrarn,no rn• franchising process was unsettled, the court hald that where -- as here -- a natural monopoly exists, franchising .. - 13 - authorities may conduct a coape.itivQ bid.'.:r.Q ?rocess and award the franchise to a Singh bidder. But where the market would support more than one system, then ■ city's efforts to artificially limit the number of operators would constitute ■ prior restraint in violation of the First Amendment. This decision was appealed to the Eighth Circuit. oral arguments were heard on March 10, 1985, but a decision has not yet been issued. B. Tele-Communications of KeY-West Case Tele-Communications of Key -West, Inc. (hereinafter "TCI") and its predecessor - in- interest provided cable service to Homestead Air Force Base for 10 years. In 1983, the Air Force requested bids for cable service from other operators. It awarded an exclusive service contract to one of these companies and ordered TCI to remove its cables and other equipment from the base's cable right-of-way by December 31, 1963. TCI filed suit, requesting a preliminary in)unctlon; an order reyuitiuy tt,e A:: :o:ce t-� - l:ct TCI to leave its cable equipment where it was; and a declaratory judgment that enforcement of the Air Force order would violate TCI's First and Fifth Amendment rights as well as the Sherman Antitrust Act. The District Court granted the Ai: Force's motion to dismiss the complaint for failure to state a claim. Me United States Court of Appeals for the Disci:ic.t of Columbia Circuit held that the District Court had erroneously dismissed TCI's First and Fifth Amendment claims. leg -Communications Key West v. U.S., 757 F.2d 1330 (D.C. Cir. 1985). The Court employed public forum analysis to reach this result, but noted the confusion in the law concerning the appropriate First Amendment standard and emphasized that a different First Amendment analysis might be preferable. Because this case involved an appeal from a i dismissal for failure to state a claim, the Court did not have to decide if the cable right-of-way in fact constituted a public forum. TCI alleged in its complaint that there were no reasons -- practicz! Cr !t7ml -- why two television companies could not simultaneously - 14 - use the right-of-way. This allepatlon, if true, would ' mean that TCI's First Amendment rights had been lafringed even if the property was no: a public forum, for the government may not place unreasonable restrictions on speech even in nonforume. On property that is a public forum, the government may restrict speech just to serve sigrificant (if content neutral) or compelling (if not content - neutral) interests. Perry Education Assn v. Ferry Local Educators' Ass n, 461 U.S 17 (1983). The Court also held that the district court had erroneously dismissed TCI's Fifth Amendment claim, at least insofar as its equal protection portion, if not the takings clause component. The Court, however, affirmed the dismissal of TCI's antitrust claim. case. A petition for certiorari was not sought in this C. The Nicovill• Florida Case In February 1980, the City Council of Nicevllle, Florida granted Warner Amex Cable Communications, Inc. (hereinafter "Warner Amex") ■ 15-year franchise for ' the conatruction and operation of a cable television. system. Last October, the Council enacted an ordinance authorizinq the City to construct and operate a competir9 cable system. Warner Amex filed suit asking for injunctive and declaratory relief against the enforcement And implementation of the ordinance, and seeking, damages (including punitive damages), attorneys' fees and coats. Warner Nsex Cable Communications Inc. v. city of Nicevllle, No. PCA 95-4414 RV (N.D. Fla. filed Nov. 8, 1985). Warner Amex alleges that the ordinance infringes its First Amendment rights; is unconstitutionally overbroad; violates due process; would violate the Cable Act by permitting the City to exercise editorial control over the content of serlicas provided over the municipal system; and violates the Florida State Constitution and Codes in that the cable system would not serve a municipal purpose and is not a project for which the City is authorized to issue revenue bonds. The City has filed an answer, and discovery is proceeding. The dates for argument have net been set. D. The Morganton, North Carolina Case In October 1966, the City of Morganton grsnted a 20-year nonexclusive franchise for the construction and operation of a cable system to Morganton TV Cable, Inc. The system was transferred thereafter to Suburban Cablevieion, Inc. and then in July 1974 to Madison Cablevlsion, Inc. (hereinafter "Madison"), a wholly - owned subsidiary of TCI. As the franchise was due to expire in October 1986, Madison submitted a propcoal for renewal to the City in December 1983 About that time, the City hired a consultant to analyze its cable needs. In September 1984, the City issued a Request for Proposals in which it invited proposals for the provision of cable service. Proposals were received from Madison, from other cable cohpanies and from the City itself. A public hearing on the proposals was held in November 1984 In April 1985, the City Council tentatively concluded that Madienn'e request fnr —owal al.nuld be denied. The Council then negotiated with the Company about purchasing the system. In September 1985, the Council enacted an ordinance farma:ly denying Madison's request for renewal, denying the propceols submitted b} other companies, and declaring its intention to establish and operate its ovn municipal system. Madison then filed suit for declaratory and injunctive relief; for judicial review of the denial of its renewal request pursuant to Section 626 of the Cable Act; and for damages (including punitive damages), attorneys' fees and costs. Madison Cablevision, Inc. v. City of Morganton, No. SH-C-86-5 (N.D.N.C. filed Jan. 6, 1986). Madison alleges that the denial of its renewal proposal infringes its First Amendment rights; violates its equal protection rights; constitutes a taking of property without due process of law; violates federal and state antitrust laws; violates 42 U.S.C. f 1983; constitutes tortious interference with the company's contractual rights; and lastly, violates trio provisions of the North Carclina Constitution and statutes stipulating the purposes for which revenue bonds may be issued and for which public funds from taxation may be spent. The company also seeks a declaration that renewal of its franchise is governed by Section 626 of the Cable Act end that the municipal purchase option in the franchise is void and unenforceable as an unconstitutional condition. Morganton has filed an answer denying Madison's allegations and has counterclaimed for injunctive and monetary relief for state and federal antitrust violations, for breach of contract and for treapasa. On April 7, 1986, the City's motion for an cyder making TCI a party defendant to the counterclaims was granted by the court. The City just filed a motion for swnmery ;udgment in the came. The Philippi, Nest Virginia Case In March 1968, the City of Philippi granted a 25-year franchise to erect and operate a cable system to Telepic, Inc. The franchise was later tranaferrea to 8ettervision Systerr, and subsequently to Cablentertainment of Nest Virginia (hereinafter "Cablentertainment"). In March 1985, the City Council enacted an ordinance providing for the development and operation of a municipal cable avatem. Cablentertainment then filed suit for declaratory and injunct.ve relief, damages, attorneys' fees and costs. Cablentertainment of Nest Vir inia v. City of Philippi, No. 85-0147-E(K) (N.D.N.Va. filed Sept. 25, 1985). The company claims that the ordinance violates federal snd state antitrust law because the municipal system is being constructed for the express purpose of driving it out of bueirazz. C.iiientertainment asserts that the City will accomplish this in two ways: (1) through predatory pricing, by subsidizing its cable operations with monopoly profits from its electric power services; and (2) by using its monopoly control of telephone poles and rights -of -way to force Cablente�tainment out of business either directly by forcing it off the poles or indirectly by imposing on it the substantial cost of relocating cables and by conferring on the City unfair advantages resulting from - 17 - the unorthodox and substandard way the municipal cable will be permitted to be strung. Cablentertainment also alleges that the City's ordinance violate• its First and Fourteenth Amendment rights by authorizing the City to use its govermaental powers and authority to silence the company'r speech. The City has filed an answer denying the company's allegations and has counterclaimed for injunctive and monetary relief against Cablentertalruaert for violations of state and federal antitrust law; for breach of contract; for tortious interference with actual and prospective business relationships; and for unfair competition. Cablentertainment's reply denies all the allegations contained in the City's counterclaim. V. CONCLUSION Both the Cable Act and recent developments ■t the FCC and in the courts have restricted the ability of franchising authorities to enforce obligations designed to make cable operators serve the public interest. Moreover, far from settling the rights and obligations of franchising authorities and cable operators, the passage of the Cable Act coualed with •iar.ious FCC actions seems to have sparkod a Latigaticn fever within the cable industry. Today, more than ever, it is apparent that franchising authorities must keep themselves abreast of these developments and carefully structu a their franchise enforcement and other cable -related activities. This is particularly true with respect to actions taken prior to or in conjunction with franchise renewal. NORTH SUBURBAN CABLE COMMISSION 1//W1511ARITWITURAVENIIC fAIJUNIR:liIfI5.MINNF_SOT'A55II3 • 1e1716W8171 May 9, 1986 TO: City Managers FROM; Bootsie Anderson Administrator RE: Resolutions I and 11 of Group W Transfer Enclosed you rill find n Resolution all set for your review regarding the trnns°.r of owne*ship of Group W Cable, Inc. Due to rl.e time constraints, you will receive an additional letter of explanation directly from Craig Cu'.rie's Office. Additlunally, you will receive the se`ond transfer issue vlth resolution froe Tom Crril,hron'a Office, yet today. It is very important that both resolutions be addressed and voted on separately but at the same meeting. After all the voting is over, please return the signed and validated resolutions to the Cable Commission Office as Quickly as possible. BA: kjz Enclosure A, V1, I 1.4 ..Jim Wr. I.n.w , A- IuY (....L. Krbv hM)eu Knin.... K-. St MMI. Ly ppP p.LNH[EIM[ER WOLF► 'w'w'r" anmc1%" f•OuSTER SHCFARD bw+v N* ,sM,,. am o.„n+^"".kmW 100 1 cc am, .m -rurRon a Wsea�ar n.e.a•m.sc 0 AEI n,M •,rwm, AVM 4-00", Va"M,�nms W, mmum.m ,!"tom. w, a,I NELLY Rj, man aw M." ,er. aro Rr. as nJA� a�r.mwm nw {78D ovals" Saint Paul May 1, 1986 North Suburban Cable Commission 2077 W. Larpenteur Avenue Falcon Heights, MN 55113 Re: Sale of Stock of Group M Cable, Inc. Dear Members of the Comad ssion: we have previously advised you by letter dated April 28, 1986, regarding your considerations in approving, or denying approval of, the proposed sale and transfer of all of the capital stock of Group W Cable, Inc. by Westinghouse Broadcasting and Cable, Inc. ("Westinghouse") to a group of five purchasing shareholders ('Buyers"). We also feel it appropriate, in light of recent developments, to further advise you as follows: Your consideration and evaluation of the proposed transaction has been based upon representations by the interested parties that any determinations and any approvals with respect to that transaction do not act as or imply any determinations concerning or approval of any other subsequent transactions involving sales or transfers of the control or assets of Group W Cable, Inc., or of your cable communication franchises or system. Certain parties to such s,bsequent transactions have expressed positions that indicate they may not be bound by or agree to such separate and independent consideration of the stock transfer transaction apart from subsequent transactions. 1•o properly protect the Commission and its Member -Cities from potential claims or legal proceedings asserting that approval of the proposed stock transfer transaction does constitute approval of, or creates interests of other parties to, subsequent transactions, we believe that your recommendation and approval of the transfer transaction should be conditioned upon receipt of indemnity from Group W Cable, Inc. end Westinghouse in the form set forth in the Agreement attached hereto. very truly yours, OPPENHEIMER WOLFF FOSTER SHEPARD AND DONNELLY By� Craig Furrie CC: cad lom-re INDEMNITY AGREa'MBNT This Agreement, dated May _ , 1966, by and among North Suburban Cable Commission, a joint powers governmental body (the "Commission"), Group M Cable, Incorporated ('Group N') and Westinghouse Broadcasting and Cable Incorporated ("Westinghouse'); WITNESSETB Whereas, Group W has requested that the Commission, and each of its City -Members consisting of Arden Rills, Falcon Heights, Lauderdale, Little Canada, Moundsview, New Brighton, North Oaks, Roseville, St. Anthony and Shoreview, Minnesota (collectively the 'Cities') approve the sale and transfer (the 'Transfer Transaction') of all of the issued and outstanding shares of the capital stock of Group W from Westinghouse to a group of five purchasing shareholders icollec',ively the 'Buyers'); Whereas, the Commission and the Cities also have been ' requested tc approve one or more corporate dissolution or asset transfer transactions ("Subsequent Transactions") involving the transfer to North Central Cable Communications Company, L.Y. t'North Central') of Group W Cable of the North Suburbs, Inc., a subsidiary orporation of Group W and/or ownershir, of the Cities' cable communication franchises (the 'Franchises"` and cable communication system (the 'System"); Whereas, a major consideration in the Commission's review and evaluation of its approval or denial of the Transfer Transaction has been and continues to be the clear and definite Reparation and independent consideration of the Transfer Transaction apart from any Subsequent Transactions for purposes of assuring that (1) any approval of the Transfer Transaction has no effect to approve, and does not indicate acceptance or approval of any Subsequent Transaction, and (i) any determinations or findings with respect to, or any approval of, the Transfer Transaction will not be construed, interpreted or viewed as consideration or consent to any Subsequent Transaction, or have the effect of binding or *stopping the Commission and the Cities in their review, *valuation and approval or denial of any Subsequent Transaction; Whereas, notwi0 standing written confirmations received from Group W, the Buyers and North Central, representatives of the Commission have received information and had discussions with representatives of North Central indicating that such separation and independent consideration cf the Transfer Transaction and any Subsequent Transactions asy not be recognized by or considered binding upon North Central in the event that a Subsequent Transaction is not approved by the Commission or the Cities; and Whereas, the Commission is willing tc approve the Transfer Transaction only upon the condition (in addition to any other conditions set forth in the Commission's and Cities' approval resolutions) that Group W and Westinghouse indemnify the Commission and the Cities as set forth herein. Therefore, Group W and Westinghouse horeby agree to indemnify and hold harmless the Commission, each of the Cities, and the Directors, Council Members, officers, employees, and agents thereof, from any and all claims, damages, liability, costs and expenses, including legal fees, arising or resulting from any judicial or administrative action or other legal or governmental proceeding brought by any Buyer, an assignee of any Buyer's interests with respect to Group W, North Central or any other proposed transferee or purchaser of the System and the Franchises pursuant to a Subsequent Transaction, if and to the extent such claim, damage, liability or cost or expense relates to or is based in whole or in part upon allegations or arguments to the effect that by apvLvvifig the Transfer Transaction the Commission or the Cities have approved or consented to any Subsequent Transaction, or are bound by such approval in evaluating any Subsequent Transaction or are estopped from independently considering any aspect or evaluation criteria related to any Subsequent Transaction, or that any party to a Subsequent Transaction has acquired any beneficial or equitable interest in Group W Cable of the North Suburbs, Inc., the Franchises or the System or has acted detrimentally in reliance upon the approval of the Transfer Transaction. The Commission shall give or rause to be given, notice to Group W and Westinghouse cf any legal or governmental action or proceeding involving matters subject to the above described indemnity arrangements, shall permit Group W or Westinghouse to assume the defense thereof, and shall obtain the consent of Group W and Westinghouse regarding any settlement of such action or proceeding not involving a final determination of such matters on their merits. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. -2- IN WITNESS WHEREOF, the parties hereto havOl caused this Agreement SWHO be duly executed by their authorized Indemnityrepresentatives, " effective as of the day officers and rep year first above written. NORTH SUBU?BAN CAME COMMISSION By_-- Its_ GROUP W CABLE, INCORPORATED I t s—�—�- WESTINGHOUSE BROADCASTING AND CABiE, INCORPORATED By�- :ts_--� 0 -3- NORTH SUBURBAN CABLE COMMISSION RESOLUTION NO. l.MPTl?1r FINDINGS OF FACT, CONCLUSIONS, AND RBCONALNUED RESOLUTION REGARDING THE TRANSFER OF OWNBRSBIP AND CON"ROL OF GPOUP N ('ABLE, INC. IT IS HEREBY RESOLVED that the North Suburban Cable Commission hereby approve and adopt the following Firdings of Fact, Conclusions and Recommendations: INTRODGCTION The North Suburban Cable Commission (hereinafter 'Commission') is organizea pursuant to the terms of a Joint and Cooperative Agreement for the Admiristration of a Cable Television Franchise (hereinafte: 'Agreement'), as authorized by Minnesota Statutes Section 471.59, as amended. The Member Cities of the Commission include Arden Hills, Falcon Heights, Lauderdale, Little Canada, Moundsview, New Brighton, North Oaks, Roseville, St. Anthor; and Shoreview, Minnesota (hereinafter 'Member Cities'). This proceeding involves the Commibsion's review, on behalf of the Member Cities, of a request by Group N Cable, Inc. ('Group W') sod Group N Cable of the North Central Suburbs, Inc. to approve the transfer of Group W to a group of five purchasers, Century Southwest Cable Television, Inc., Comcast Cable Communications, Inc., Tel e-Communications, Inc., American Television and Communications, Inc. and Daniels i Associates, Inc. (the 'Buyers') pursuant to a Purchase Agreement dated as of December 23, 1985. Notice is hereby given that the Member Cities will auk@ the final determination of this matter. Further, notice is hereby given that •arh }t�nber City, may at its own discretion, accept or reject the Commission's recommendation and that said recommendation has no legal effect unless expressly adopted by the Member Cities as their final decision. STATEMEN`f OF ISSUE The purpose of this proceedina is to determine whether the Member Cities of the Commission should approve or deny the transfer of ownership and control of Group W to the Buyers. Based upon all the proceedings herein, the CCmmleeiOn makes the following: FINDINGS OF FACT 1. On or about February 10, 1986, the Commission and its Member Cities received an official notice from Group w by and o,i behalf of its wholly -owned subsidiary Group w Cable of the North Central Suburbs, Inc., requesting approval of a change in control and transfer of ownership in Group W to a group of five Buyers (the 'stock transfer transaction'). 2. on February 25, 1986, the Commission sent to Group W a Municipal Request for Information Regarding Req^eat For Approval and Transfer for the purpose of inquiring into the legal, technical, financial, an-t other qualifications of the Buyers and their agents with respect to control and operation of the Cities' cable franchises -2- (the 'Franchises') and system ithe *Systam'), as authorized and required by state law and the iranchises. 3. The Commission gave notice slid held a public hearing on April 3, 1986 for the purpose of providing the public with an opportunity to comment on the transaction.. /. On April 3, 1986, the Commission reviewed and dtecussed the information it had received from Group W, deterr.,ining that additional information was required to properly evaluate the stock transfer transaction. The Commission determined it necessary to continua the public hearing to May 1, 1986, with respect to the stock transfer transaction because of a need for additional information about the parties and the consequences to the System upon completion of that transaction. The public hearing was conducted and closed on May 1, 1986. 5. Such additional information has been received and presented to the Commission by staff and counsel. 6. The Commission has reviewed necessary documentation regarding each of th•! Buyers sufficient to conclude that they are duly organized and authorized to own end operate a cable system. 7. The Commission has reviewed the technical ability of North Central Cable Communications Company, L.P. ("North Central") which will be engaged by Group N as System manager upon completion of the stock transfer transaction, for the purpose of establishing its technical expertise and experience in opera_ing and maintaining a cable system. Since North Central is a new organization created -3- for the purpose of accomplishing the transaction, the Commission inquired into the technical ability of its managing principals. S. The information provided indicates that Mr. Gustave Hauser, Mr. John D. Evans, and Hauser Communications, Inc. have extensive cable management capability and experience. Mr. Hauser has been involved in cable television and other electronic communications since the early 1960's. Mr. Evans has 13 years of management experience in the cable television industry, including Arlington, Virginia, Columbus, Ohio, and Brooklyn Center, Minnesota. Hauser Communications, as a manager of cable systems, has experience in Arlington and Brooklyn. Center. 9. Upon completion of the transaction, System management will be provided by North Central pursuant to a management agreement with Group W. Group W, however, will remain ultimately responsible to the Commission and Cities for Drover management of the System. If North Central failed to properly discharge such management responsibilities, Group W would be liable for any harm or loss incurred by Systen users or the Commission or Cities, and would be able to replace North Central with another manager to satisfy such management obligations. 10. The information provided to the Commission indicates that North Central, through its principals, has cable management capability and experience that may be sufficient to satisfy the technical ability factor as applied to the System. Group W remains legally responsible for proper System management and will be abie to monitor and replace North Centtal if such management is not adequate. Based upon the review of the information provided, the technical ability of the Group W and Worth Central, together their with System management arrangements end responsibilities, is satisfactory. 11. The Commission has reviewed the financial capability of Group W following the transaction for the purpose of determining whether it has the financial resources available or committed to meet Franchise commitments to operate the System. The Commission engaged an independent financial communications consultant to assist in this analysis. 11. The assets of Group W remain intact at the conclusion ' of the stock transfer transaction, causing no change from the financial situation which exists for Group W prior to the closing of the transaction. The assets, resources and economy of scale advantaces of the entire Group W organization will he available to support current System services and costs and to partially lessen any service or cost adjustments that may become necessary in the future. 13. Since Group W continues to exist and guarantee performance of the Franchises, and in light of the considerable financial resources available to Group W for System support at the conclusion of the stock transfer transaction, the Commission has determined that the financial stability of Group W is satisfactory for System purposes. -3- 14. The Commission is only willing to recommend to lts Member Cities approval of the transfer of control of Group N to Buyers subject to the actual closing of the stock sale in June, 1986. 15. The Commission has been advised by Group N that the approval of stock transfer transaction to Buyers shall i.n no way be interpreted as or asserted to be an approval of the transfer of ownership and control and ultimate transfer of the Franchises and Systems to North Central or any other party. PERTINENT FRANCHISE PROVISION The standard of review in this matter is the relevant portion of Article %II, Section 1 of Cable Communications Franchise Ordinance, which provides in part as follows: A. This Franchise shall not to assigned or transferred, either in whole or ir. part, or leasr_d, sublet or mortgaged in -iny manner, not shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any person without the prior written consent of City, which consent shall not be unreasonably withheld. Further Grantee shall not sell or transfer any stock or ownership interest so as to create a new controlling interest except with the consent of City, which consent shall not be unreasonably withheld. The transfers described in this paragraph shall, in the sole discretion of City, be considered a sale ff-10 ' or transfer of Franchise within the :Weaning and intent in the following paragraph. Similarly, Minnesota Statutes Section 210.083, subdivision 4 provides: Within 30 days after the public bearing, the franchising authority shall approve or deny in writing the sale or transfer request. The approval must not be unreasonably withheld. Based upon the foregoing Findings of Fact, the North Suburban Cable Commission makes the following: CONCLUSIONS 1. Tho Commission, on behalf of its Member Cities, gave proper notice of the public hearing in this matter, has fulfilled all relevant substantive and prce�edural requirements of law or rules and has the authority tc make a determination as to _ransaction and to recommend that determination to its member cities. 2. The Buyers have met the legal and character qualifications. 3. North central and Group W, through their management arrangements, meet the technical qualifications. 4. Group W continues to have the financial qualifications sufficient to own and operate the System. -7- r S. Any of the foregoing Findings of Fast which eight be properly termed Conclusions are hereby adopted as such. THIS REPORT IS NOT AN ORDER AND NO AUTHORITY IS GRANTED HEREIN. THE MEMBER CITIES OF THE COMMISSION MUST ISSUE A FINAL DETERMINATION WHICH MAY ADOPT OR DIFFER FROM THE FOLLOWING RECOMMENDATIONS. Accordingly, the North Suburban Cable Commission hereby makes to its Member Cities the following: RECOMMENDATIONS 1. That the Member Cities by resolution approve the sale by Westinghouse of all of the issued and outstandirg shares of the capital stock of Group W Cable, Inc. and the transfer of control of Group W Cable, Inc. to the Buyers, subject to an actual closing of the stock transser transaction in June, 1986, pursuant to the terms and conditions currently understood by the Commission as evidenced by the Lotice of Trjnsfer, and other '.nformation and documents, provided to said Commission and its Member Cities. 2. That the approval of the transfer of ownership and control of Group W Cable, Inc. to the Buyers be deemed not to include any approval, either express or implied, as to any subsequent transfer of ownership or control of Group W or Group W Cable of the North Suburbs, Inc. or transfer of the Cable Communications Franchise Ordinances or the System to Nortb Central Cable Communications, L.P., or to any other entity or individual. VJ -8- 3 3. That the comm: ssi or. Is recommendation and acceptance thereof by the Member Cities stall be null, void and of no effect should Group W on or before May 7, 1986, fail to provide indemnity to the Commission and Cities, in the form as set forth in Exhibit 4 attached hereto, with such modifications as may be approved by the Commission's counsel, against any claims alleging or arguing that the recommendaticn or approval of the stock transfer transaction is also as, approval, either express or implied, as to any subsequent transfer of ownership or control of the Cable Communications Franchise Ordinances or the System to Worth Central Cable Communications, L.P., or to any other entity or individual. ' 4. That this approval is specifically conditioned upon payment in full prior to an actual closing of the stock transfe• transaction in June, 1986, of all expenses incurred by the Commission related to the Request for Approval of Transfer dated February 4, 1986, including those related expenses incurred prior to receipt thereof, but incurred in preparation for the recaiot of the Request for Approval. The above listed resolution was moved by commission Director weyandt and duly seconded by Com,nission Director Foley The following Commission Directors voted in the affirmative: -9- The following Commission Directors voted Jr. the negative: None The abov. resolution was duly adopted this 1st day of May 1986. Steve Schmidt, Chairman Alan Kaeding, Vice -Chairman Ron Eggert, Secretary A. Cale Lineberger, Treasurer J -10- h � .arri ��::°Tit. !�S[b:i�e•i.. • vr+ n..r w DIRECT DIAL NUMBER (612) 343-1298 O'CONNOR 6 HANNAN A'TORNE(S AT LAW 3800 IDS CENTER a0 SOUTH EIGHTH STPEET MINNEAPOLI3. MINNESOTA 55402 2254 16121 341-3800 TELEX 29 0584 TELECOPIER 1e,21 343 1256 00 P•.rYl• Y .)htb L9 Ngh.Mr .tY. Mr..pp t rt.l. .M.l MEMORANDUM r.bY .• rNI1 :•A n: F n• n-u. e..,..,sr. r. TO: City Administrators, Cihy Managers and City Clerks of the North Suburban Cable Commission. FROM: Thomas D. Creighton, Legal Counsel DATE: May 7, 1986 RE: Transfer of Ownership and Control of Group W Cable, Inc. As you are aware, Group W Cable, Inc., by and through Group W Cable of the t'orth Suburbs, Inc., requested the Cities' consent to the transfer of ownership and control in Group W to a group of five Buyers and the transfer of ownership and control and ultimate transfer of the Cable Communications Franchise ordinance to North Central .:able Comlmlunications, L.F. Croup w is obligated to receive the Cities' approval for both transactions under the Franchise Ordinance. The North Suburban Cable Commission has undertaken an extensive analysis of the legal, technical, and financial qualifications of the transferee in both transactions. At its meeting on May 1, 1986, the Commission unanimously adopted a resolution recommending to its member cities the approval of the transfer of ownership of Group W Cable, Inc. to the group of five Buyers (Transaction No. 1). Add`.tionally, at its meeting of MAy 7, 1986 the Commission adopted a resolution recommending to its member cities the dellial of the transfer to North Central Cable Communications, L.P. on this second transfer (Transaction No)r The complexity of the two transactions end the specific analysis which was undertaken by the Commission, on behalf of its member cities, cannot be fully described in this memorandum. O'CONNOR & HANNAN ATTORNEYS AT LAM' City Administrators, City Managers and City Clerks of the North Suburban Cable Commission Page Two May 7, 1986 Generally, the first transaction involves Westinghouse Broadcasting and Cable, Inc., the parent company of Group W Cable, Inc., selling and transferring 100% of its stock in Group W Cable to a group of five Buyers. Since Group W Cable of the North Suburbs, Inc. is a wholly -owned subsidiary of Group W Cable, the Buyers will indirectly own and control your cable system. It is this first transaction to which the Commission is recommending the Cities' approval. No Ordinance amendment is required at this step. The second transaction involves the specific transter of Group W of the North Suburbs, Inc. tc North Central Cable Communications, L.P. This transaction also requires the Cities' approval, however, the Commission is recommending the Cities denial of this transaction. No Ordinance amendment is required for this step. I have included a copy of a memorandum which exPlains in detail Transaction No. 1. This memorandum was presented to the Commission and formed the basis for their recommendation of approval of Transaction No. 1. I have also included the Commission's Findings of Fact and Conclusions with respect to their recommendation for denial of Transaction No. 2. I have enclosed these documents for your information and for the information of your Council members. Mr C,irrie, under separate cover, has prepared a resolution for your City Council which will approve Transaction No. 1 consistent with the Commission's u.ianimous recommendation. Additionally, I have prepared a resolution for your City Council which wili disapprove Transaction No. 2. I would ask that you place these matters on your next Council agenda. If you would like a representative of the Commission to be present at your Council meeting, please contact Bootsie Anderson, Cable Administrator, at 606-8172. Additionally, if you should have any questions concerning these transactions, you may contact either Ms. Anderson or myself. Following the Council's adoption of the enclosed resolutions, I would ask that you promptly return them to me at the above address. Note: The Buyers have requested that the attached Resolutions be certified according to your regular procedures for such certification. Please return a signed copy of these resolutions and the certifications to my office as soon as possible. Thank yc.0 for your cooperation in this matter. MJA:abg Enclosures RESU LLIION wV. nwfT OF FACT, CONCLUT!_6NS, AND RECOMMENDED RESOLUTION REGARDING THE TRANSFER OF OWNERSHIP AND CONTROL OF GROUP W CABLE, INC. AND THE TRANSFER CF THE FRANCHISE ORDINANCE TO NORTH CENTRAL CABLE COMMUNI- CATIONS, L.P. INTRODUCTION The North Suburban Cable Commission (hereinafter "Com- mission") is organized pursuant to the terms of a Joint and Cooperative Agreement for the Administration of a Cable Television Franchise (hereinafter "Agreement"), as autho- rized by Minnesota Statutes Section 471.59, as amended. The Member Cities of the Commission include Arden Hills, Falcon Heights, Lauderdale, Little Canada, Mounds View, New Brighton, North Oaks, Roseville, St. Anthony, and Shoreview, Minnesota (hereinafter "Member Cities"). This proceeding involves the Commission's review, on behalf of the Member Cities, of a request by Group W Cable, Inc. and Group W Cable of the North Suburbs, Inc. (herein- after collectively "Group W") to approve the transfer of ownership and control of Group W and transfer of the Cable Communications Franchise Ordinance to North Central Cable Communications, L.P. (hereinafter "North Central"). Notice is hereby given that the Member Cities will make the final determination of this matter. Further, notice is hereby giver that the Member Cities, may at their own dis- cretion, accept or reject the Commission's recommendation and that said recommendation has no legal effect unless ex- pressly adopted by the Member Cities as their final deci- sion. STATEMENT OF ISSUE The purpose of this proceeding is to determine whether the Member Cities of the Commission should consent to the transfer of ownership and control of Group W and the trans- fer of the Cable Communications Franchise Ordinance (herein- after "Franchise") to North Central. Based upon all the Droceedings herein, the Commission makes the following: FINDINGS OF FACT 1. On February 10, 1986, the Commission and its Member Cities received an official notice from Group W Cable, Inc., by and on behalf of its wholly -owned subsidiary Group W Cable of the North Suburbs, Inc., requesting two • forms of approval: a) Consent to a change in control and transfer of ownership in Group W to a group of five Buyers (transaction one); and b) Consent to a change in ccntrol and transfer of ownership in Group W and transfer of the Cable Communications Franchise Ordinance to North Central Cable Communications, L.P. (trans- action two). On February 25, 1986, the Commission sent to Group W and North Central a Municipal Request for Information Re- garding Request For Approval and Transfer for the pur- pose of inquiring into the legal, technical, financial, and other qualifications of North Central, as authorized and required by state law and the Franchise. 3. The Commission requested the return of the Municipal Request For Information from Group W and North Central by March 11, 1986 so that it would have sufficient time to review the information. North Central filed its response to the Municipal Request For Information on March 24, 1986. . I. The Commission received on April 14, 15, and 17 a request frcm Group W, North Central, and the Buyers, respectively to bifurcate its consideration of the two transactions. Group W, Ner:h Central, and the Buyers stated in effect that consent to the first transaction would in no way be construed or viewed as consideration or consent to the second transaction The Commission gave notice and held a public hearing on April 3, 1986 for the purpose of providing the public with an opportunity to comment on the two transactions. On April 3, 1986 the Commission reviewed and discussed the information it had received from Group W and North Central. The Commission determined it necessary to continue the public hearing with respect to transaction two because of incomplete responses to requests for information from North Central. The proposed transaction two involves Daniels G Associ- ates, Inc., a Delaware Corporation; Daniels -Hauser Hold- ing Company, a Colorado general partnership; North Central Cable Communications L.P., a Minnesota limited partnership; and Hauser Cable Communications, inc., a ' Delaware Corporation. 2 B. The Commission hae reviewed the necessary documentation of each of the entities identified in Finding No. 7 to conclude that each of the entities is duly organized and authorized to own and operate a cable system. 9. The Commission has reviewed the character qualifications of North Central and its principals and found them to be satisfactory. 10. The Commission has reviewed tha technical ability of North Central fnr the purpose of establishing its tech- nical expertise and experience in operating and main- taining a cable system. Since North Central is a new organization created for the purpose of accomplishing the transaction, the Commission inquired into the tech- nical ability of its managing principals. 11. The information provided shows that Mr. Gustave Hauser, Mr. John D. Evans, and Hauser Communications, Inc. have extensive cable management experience. Mr. Hauser has been involved in cable television and other electronic communications since the early 1960's. Mr. Evans has 13 years of management experience in the cable television industry, including Arlington, Virginia, Columbus, Ohio, and Brooklyn Center, Minnesota. Hauser Communications, ' as a manager of cable systems, has experience in Arlington and Brooklyn Center. 12. The technical ability of the individuals and other en- tities related to North Central in owning, operating, and managing cable systems is satisfactory. 13. The Cummission has atte,optad to review the financial capability of North Central for the purpose of dete-min- ing whether it has the financial resources available o: committed to not only acquire the cable system, but also to meet the franchise commitments to operate the cable system. The Commission engaged an independent financial communications consultant to assist in this analvsis. 14. North Central has not provided sufficient information regarding closing costs and working capital to determine whether the amounts are reascrable or whether such funds are available to Nertn Central and if available, are adequate. North Central estimates $1 million for this factor, but has failed to provide sufficient detailed information of the specific amounts. 15. North Central has not documented their analysis or assumptions to support a projected household growth of 2 percent in the franchise area. The Commission deter- - 3 - mines this projection is unreasonable in light of the actual household growth experienced by some of the , Member Cities in 1984-85. Future expansion of the sys- tem is therefore undercapitalized. 16. North Central has not provided its assumptions regarding the percentage price increases for basic and pay ser- vices. The Commission is unable to deterrrd ne the rea- sonableness of this projection. 17. North Central has not provided sufficient detailed in- formation at this time to enable the Commission to de- termine the reasonableness of its operating expense assumptions, including but not limited to repairs and maintenance, system maintenance, postage and billing, converter maintenance, vehicle operation, light, heat, power, and pole rental. 18. North Central has not provided sufficient detailed in- formation at this time to enable the Commission to de- termine the reasonableness of its administrative expense assumptions, including but not limited to telephone, insurance, rent, legal fees, repairs and maintenance, consulting services, and employee benefits. 19. North Central has net provided sufficient detailed in- formation at this time to enable the Commission to de- termine the reasonableness of its marketing expense assumptions, including but not limited to telephone marketing, data processing, contract sales, direct sales override, direct nail promotions, mass media promotions, and subscriber maintenance. 20. For all expenses, north Central has not documented its assumpt-ons for gereral Inflation on a line -by-line basis. 11. North Central has not provided sufficient detailed in- formation at this time to enable the Commission to de- termine the reasonableness of its capital expenditure assumptions, including but not limited to office elec- tronics, billing computer, telephone installation and future construction. 22. The Commission has requested from North Central the financial information and operational assumptions to review the items listed above for the purpose of analyz- ing its overall financial plan and financial ability. However, despite the request, North Central has not adequately provided the informatiun. - 4 - 23. North Central has not provided supporting documentation showing the terms and conditions of its financing avail- able to meet the franchise requirements and operational plans. For the purpose of reviewing its overall finan- cial plan, confirmation of the terms and conditions of financing are necessary. Moreover, North Central has not provided supporting documentation of the terms and conditions of its financing for the purpose of reviewing its impact on the operational plans of the system. 24. The cablesystem has experienced short-term operating expense shortfdlls in the recent preceding years. Nh" e it is assumed by the Commission that any transferee of the system wouid attempt to remediate such shortfalls, North Central has failed to demonstrate that it could financially withstand such short-term deficits. 25. The information which has been supplied by North Central represents in large part financial information for six cable systems in Minnesota. The Commission represents one of those six systems. The Commission finds it impossible to analyze the financial ability of North Central relative to this system without system specific financial information. 26. North Central has established as its financial goals a minimum operating margin of 40%, subscriber penetrations from 43% to 551, and a minimum rate of return on invest- ment of 15%. North Central lids not supplied sufficient financial informaticn and documentation for the Commis- sion to determine whether its fiuenciai plans will achieve the aforementioned goals. As a result of exist- ing experience in the system, the Commission determines these goalF and projections are unreasonable. 27. Absent sufficient financial information from North Central, the Commission determines that the financial ability of Nc:th Central to meet existing and future obligations is inadequate. The Coaumissior, also notes for the record that the existence of sufficient finan- cial information would not in and of itself have led to a finding of adequate financial ability. The existence of such information would have served only as a basis for the Commission to perform a complete financial analysis which may or may not have resulted in a deter- mination that North Central was financially able to fulfill existing and future obligations. 28. The Commission determines the financial qualifications of North Central are unsatisfactory and unacceptable. 5 - ' 4 Pertinent Franchise Provision The standard of review in this matter is the relevant portion of Article XII, Section 1 of Cab1P Communications Franchise Ordinance, which provides in part as follows: A. This Franchise shall not be assigned or trans- ferred, either in whole or in part, or leased, sublet or mortgaged in any manner, not shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any person without the prior written consent of City, which consent shall not be unreasonably withheld. Further Grantee shall not sell or transfer any stock or owner- ship interest so as to create a new controll- ing interest except with the consent of City, which consent shall not be unreasonably with- held. The transfers described in this para- graph stall, in the sole discretion of City, be considered a sale or transfer of Franchise within the meaning and intent in the following paragraph. Similarly, Minnesota Statutes Section 238.083, subdivi- sion 4 provides: ' Within 30 days after the public hearing, the fran- chising authority shall approve or deny in writing the sale cc transfer request. The approval must not be unreasonably withheld. Eased upon the foregoing Findings of Fact, the North Suburban Cable Cummissiun makes the foilowiay: rnNrr.nS T0NS 1. The Commission, on behalf its Member Cities, gave proper notice of the public hearing in this matter, has ful- filled all relevant substantive and procedural require- ments of law or rules and has the authority to make a determination as to Transaction No. 2 and to recommend that determination to its Member cities. 2. North Central has met the leqal and character qualifica- tions. 3. North Central has met the technical. qualifications. E - 6 - 1. North Central has not met the financial qualifications nor has North Central demonstrated it has the financial qualifications sufficient to own and operate the cible system. S. Any of the foregoing Findings of Fact which might be properly termed Conclusions are hereby adopted as such. THIS REPORT IS NOT AN ORDER AND NO AUTHORITY IS GRANTED HEREIN. THE MEMBER CITIES OF THF. COMMISSION MUST ISSUE A FINAL DETERMINATION WHICH MAY ADOPT OR DIFFER FROM THE FOLLOWING RECOMMENDATION. It is the recommendation of the North Suburban Cable Commission to its Member Citieft that it adopt the following: RESOLUTION IT IS HEREBY RESOLVED and based upon the Findings of Fact and Conclusions of the North Suburban Cable Commission (attached hereto and made a part hereof) that the City denies the request to transfer the ownership of and control of Group W Cable of the North Suburbs, Inc. and transfer of the Cable Communications Franchise Ordinance to North Central Cable Communications L.P. The above listed Findings of Fact, Co..clusions and recommended resolution was moved by Commission Director Tarr..✓ s ki _ and duly seconded by Commission Director The following Commission Directors vote.i in the affirma- ti:•e:—ArnswtK 9e,wv F�e1�S'eni Wlyo�n'f , �-0 �iy, V. The following Commission Directors voted in the nega- tive: IV on e - 7 - The above resolution was duly adopted this 2Ny of MA 1986. ,�r5( Ctiwi r (710A 1 J .j z MEMO TO: MAYOR AND CITY COUNC FROM: CLERK-ADMINISTRAT'JR_ DATE: MAY 8, 1986 SUBJECT: TELEPHONE SYSTEM MAINTENANCE AGREEMENT Enclosed please find a letter from Executone Systems of Saint Paul along with a copy of the proposed Maintenance .Agreement on the City's telephone system commencing May 1, 1986 which is the time the City's one year warranty for Cie equipment expired. Unfortunately, this item was not included in the 1986 budget, however, Staff feels that it is of such importance that the Council should authorize this contract with the cost, $1,116.00, coming from the Contingency Account. The Staff feels that having a Maintenance, Agreement on the phone system is important due to the fact that service calls are charged at a rate of $57.00 per hour plus travel expenses and material. In the past six months, the City has averaged at least one service call Per month on the equipment with each service call beinq in excess of $80.00 ' with a high of $200, In other words, should we continue to have service calls at this rate over the next year, even though they were at a minimum charge of $75.00, we would be spending $900 of the $1,116 cost for a maintenance agreement. Staff feels that due tc tie past history on repairs of this system, the e5solute necessity for tr.e system to be well - maintained, and the service call charges levied by Executone that this Maintenance Agreement is a necessity. RECOMMENDATION: itaff would recommend that Council authorize Clerk-Acministratot to enter into a Maintenance Agreement with Executone Systems of Saint Paul, Inc. in the amount of $1,116 with the funds coming from the Contingency Account. DFP/mjs 4 Exec Executone Systems of ST Paul. Inc. Dear Executone Customer: Your Executone telephone system has been installed for almost one year now. This means that the one year warranty is about to expire. We would like to take this opnnrhmity to offer you r y „a in teGdiiCe a-reeuCnt for your system. The Executone maintenance agreement not only provides your system with quality Executone service, it also helps you in budgeting your operating expenses for the next year. The Executone maintenance agreement extends the warranty of your systen, for one year or five years; this includes all parts and labor necessary in the maintenance of your system. Your Executone telephone system is a vital link in your function, actually the "Life -Line" of your organization; more important than any other office equipment. It is important to keep this system in top operating :ondition at all times. The bast way to accomplish this is with an Executone maintendnce agreement. We have attached an Executone ,raintenance agreement for yocr system. This agreement outlines all the terms and conditions or the Executone maintenance agreement. the maintenance agreement is payable quarterly and all that is required is to sign the attached agreement, make a copy for yourself and return the original to us with your payment for the first quarter. Thank you for your business in the past and we look forward to serving you in the future. If we can be of any further assistance with your communication needs, please feel free to contact us. Attachments 30 W Water Street Sincerely, EXEC TONE SYSTEMS OF 5T. PAUL, INC. St Paul. MN 55107 (612) 292-0102 • 0 Rochester. MN Eou Cioxe. Wi Winona. MN Albert L!4 WA (507) 282-7556 (715) 834.9310 (507) 454-2511 (507) 377.1300 Execuntone Anintmanrr Agrermrnt BETWEEN: CUSTOMER: Executone Systems of City of Mounds View St. Paul, inc. ?anl highway In 30 Nest Water Street Mounds View. Minnesota 55112 St. Paul, Minnesota 55107 c/o Don Pauley Sxecutone Systems of St. Paul, inc. agrees to furnish and Customer agrees to accept maintenance agreement. Subject to the following terms and conditions. TERMS AND CONDITIONS TERMS 1.1 'his agreement is effective from the commencei.ent date and shall continue for a term of ore (1) year. 1.2 Executone Systems of St. Paul inc. may withdraw irdividual items) from this agreement upon thirty (30) days prior written notice from Executone if the equipment cannot be properly or economically re,aircd to excessive wear or deterioration. 2. MAINTENANCE RESPONSIBILITIES 2.1 Executone Systems of St. Paul, Inc. agrees to provide maintenance services during the period specifieu in this agreement to maintain the equipment in good operating condition. 2.2 Maintenance wi'.1 include replace^snt of parts.deemed necessary by Executone. All parts will be furnished on an exchange basis and will be standard parts. Repiac_ement parts remove) `-= t6e system become the property of Executone Systems of it. Paul, inc. 3. PERIOD OF SERVICE AVAILABILITY AND CHARGES 3 1 The maintenance agreement charge entities the customer to maintenance service during the period of 9:00 a.m. to 4:30 p.m., Monday through Friday, excluling holidays. 3.2 if the customer requests maintenance service to be performed out- side of normal working hours, the service will be performed and billed at Executone's current rates in effect at the time. After hours calls are billed at time -and -a -half. Calls on holidays are billed at double-time. The current labor rate Is $57 per hour. 4. ENEMPTIONS 4.1 Maintenance agreement is contingent upon proper use of all equipment and does not cover equipment which has been modified or serviced by other than Executone personnel. 4.2 Equipment that has been subject to misuse, abuse, vandalism, accident, neglect, lightning damage or other acts of God are not covered. Customer is responsible for obtaining business insurance for fire, theft, lightning, vandalism, etc. 4.3 Maintenance service also does not include the relocation, changes and/or additions to your Executone system. 5. MAINTENANCE CHARGE AND COMMENCEMENT DATE S.i The cost of maintenance for your system is S 93.00 per mnnth, payable quarterly. The annual cost id this maintenancc agreement I! S 1116.00 Quarter..v payment. S 2'P.00 5.2 Commencement date of this agrees-nt is May 1, 1986. ACCEPTANCE: EXECUTONE SYSTEMS OF ST. PAUL, INC. By Executo�aT_presentative Titl Date M �cecutone Anintenunre Agrerment BET'.EEN: CUSTOMER: Executone Systems of City of Mounds View St. Paul, inc. 2401 Highway 10 30 West Water Street Mounds View, Minnesota 55112 St. Paul, Minnesota 55107 c/o Don Pauley Executone Systems of St. Paul, inc. agrees to furnish and Customer agrees to accept maintenance agreement. Subject to the following terms and conditions: TERMS AND CONDITIONS TERMS 1.1 This agreement is effective frum tie commencement date and shall continue fcr a term of five (5) vears. 1.2 Executone Systems of St. Paul, inc. may withdraw individual item(,) from this agreement upon thirty (30) days prior written notice from Executone if the equipment cannot be properly or economically repaired due to excessive wear or deterioration. 2. MAINTENANCE RESPONSIBILITIES 2.1 Executone Systems of St. Paul, Inc. agrees to provide maintenance services during the period specified in this agreement to maintain the equipment in good operating condition. 2.2 Maintenance will include replacement of parts.deemed necessary by Executone. All parts will be furnished on an exchange basis and will be standard parts. Replacement parts removed from the system become the orooerty of Executone Svstems of St. Paul, Inc. I 3. PERIOD OF SERVICE AVAILABILITY AND CHARGES 3.1 The maintenance agreement charge entitles the customer to maintenance service during the perioJ of 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays. 3.2 If the customer requests maintenance service to be performed out- side of normal working hours, the service will be perforated and billed at Evecutone's current rates in effect at the time. After hours calls are billed at time -and -a -half. Calls on holidays are billed at double-time. The current labor rate 1s $57 per hour. 4. EXEMPiIONS 4.1 Maintenance agreement is contingent upon proper use of all equipment And nnoc nor rnver equipment which has been modified or serviced by other than Executone personnel. 4.2 Equipment that has been subject to misuse, abuse, vandalism, accident, neglect, lightning damage or other acts of God are not covered. Customer is responsible for obtaining business insurance for fire, theft, lightning, vandalism, etc. 4.3 Maintenance service also does not include the relocation, changes i and/or additions to your Executone system. 5. MAINTENANCE CHARGE AND COMMF.NCEN.ENT DATE 5.1 The cost of maintenance for your system is S 148.8U per month, payable quarterly. The annual cost of this mainterance agreement is S i785.60 Quarterly payment: S 446.40 5.2 Commencement date of this agreement is May 1, 1936. ACCEPTANCE: EXECUTONE SYSTEMS OF ST. PAUL, INC. i By xecutone presentat ve Title Date J-1> L, Mr Mkj n,I MAYOR i CITi CiONCIL FROM: Finance Director -Treasurer Rrager (Ills— DATE: May 6, !986 RE: INI'ERFUND LOAN FOR WARMING 110USF.S During the presentation of the Auditor's 1985 Management Report and Recommendations, at the May Sth Agenda Session, an interfund loan for warming houses was discussed. This loan was made for an unbudgeted 1982 purchase of three used portable classroom buildings which were subsequently modified and installed as warming houses in City parks. A copy of the motion approving the purchase and the loan is attached for your re%iew. The only objection that the Auditor's have had is that the motion Approving the loan did not specify any terms for the loan (i.e. interest and/or a repayment schedule). Each Management Report and Recommendations written since 1982 has suggested that the City take action to approve a payment schedule. At the May 5th Agenda Session i suq'leeled that C, ncil approve a reEoluti^n authorising a partial repayment ofV$10,000. If council wishes to do so a proposed resolution is attached for your consideration. While I was drafting that resolution I was thinking of other issues affecting Parks 6 Recreation. I recalled that Cnuncilmember Ouick augqPated during one of our recent goal setting sessions that a Park Maintenance 6 improvement Plan be developed similiar to the 1983 Water c Sewer S;•stem Maintenance and Capital Improvements Program. I ther thought that the Council has an opportunity now to provide :,ome funding for Park Improvements on a one time basis. Two actions could be undertaken: 1) Make the inan a gift or donstior by rana..11ing it and considering the funds which were used purchase the portable classrooms a permanent interfund transfer. 2) Transfer the $10,000 of the Recreation Activity Fund which would have been used to partially repay the interfund loan to the Park Improvement Fund. The City code specifies that any monies in the Park Improvement Fund are to be used only for capital improvements to City Parks. A proposed-e-olution undertaking that action is attached for your consideration. Staff requests Council direction as to how to proceed in this matter: beq,n to repay the interfund loan and specify it's terms or cancel the loan and make a permanent transfer to the Park Improvement Fund. DR/ds Attachment DATE APPROVED: 9/27/82 PROCEEDINGS OF THE CITY COUNCIL CITY OF MUUNDS VIEW RAMSEY COUNTY, MINNESOTA Special Meeting September 20, 1982 Mounds View City Hall 2401 ilwy. 10, Mounds View City Hall --------------------------------------------------------- ------ The Mounds View City Council was called 1. CALL TO ORDER to order at 7:07 p.m. on September 20, 1982 by Mayor McCarty. Members resent: McCarty, Blanchard, Doty, 2. ROLL CALL Fore un , Hodges Others present: Clerk;Administrator Pauley, Finance Director Brayer, and Director of Public Works/Community Development Johnson. Clerk/Administrator Pauley presented reports 3. prepared by staff regarding the availability of funds for the purchase of used portable classroom buildings which could be converted by the City into park shelter buildings and other information relating to the purchase price for these buildings, the cost of site preparation for the installation of the buildings, and the heating systems contained in those Buildings. Staff also idvised the Council that it w:s the opinion of City Attorney Richard Meyers that the purchase of these buildings did not come under the require- ments of Minnesota Law reaaruing the letting of bids for purchases exceeding $10,000. :i,u Cuuucil discussed the advisability of the purchase of these buildings, the present problems the City is experiencing with vandalism of municipal buildings, and the impacts this purchase would have upon the status of the City's Special Capital Projects Fund. Motion/Second: Doty/Hodges to authorize the purchase andinstallationof three park shelter buildings not to exceed $24,000,with the funds coming from the Special Capital Projects Fund, and that the Recreation Activities Fund repay the Special Capital Projects Fund from its year end balances the amount expended by the Special Capital Projects Fund for this item. PURCHASE OF USED CLASSROOM BUILDINGS 5 ayes 0 nays Motion Carried RESOLUTION NO. CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION CANCELLING AN IN'fF,RFUND LOAN FOR THE, PURCHASE AND INSTALLATION OF PARK SHFLPEP. BIJ!LDINGS AND AIITHORIZIMG A TRANSFER OF FUNDS TO THE PARK IMPROVEMENT FUND FROM THE RECREATION ACTIVITY FUND WHEREAS, the Council, by motion on September 20, 1982, authorized an interfund loan from Lhe Special Capital Projects Fund (now known as the Silver Fake Woods Improvement Project Fund) to the Recreation Activity Fund for the purchase and installation of Li,ree park,, shelter buildings; and WHEREAS, the Council recognizes the need and supports further improvements to the City's Park System; NOW, THEREFORE BE IT RESOLVED by the Council that the above referenced interfund loan is hereby cancelled and that the funds transferred for the interfund loan are to be a permanent transfer of funds to the Recreation Activity Fund from the Silver Lake Woods Improvement Project Fund; BE IT FURTHER RESOLVED by the Council that a permanent transfer of $10,000 from the Recreation Activity Fund to the Park Improvement Fund is herehv authorized. Adopted this day of ATTES'r: (SEAL) yor erk-Administrator RESOLUTION NO. CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOIA RESOLUTION AUTHORIZING A TRANSFER OF FUNDS FROM THE RECREATION ACTIVITY FUND TO THE SILVER LAKF WOODS IMPROVEMENT PROJECT FUND FOR PARTIAL REPAYMENT OF AN INTERFUND LOAN WHEREAS, the Council, Dy motion on September 20, 1982, authorized an interfund loan from the Special Capital Projects Fund (now known a� the Silver Lake Woods Improvement Project Fund) tc the Recreation Activity Fund for the purchase and installation of three park shelter buildings; and WHEREAS, the Recreation Activity Fund now has sufficient funds on hand to repay $10,000 of that loan; NOW, THEREFORE HE IT RESOLVED by the Council that $10,000 be transfered from the Recreation Activity Fund to the Silver Lake Woods Improvement Project Fund as partial repayment of the above referenced interfund loan. Adopted this day of , ATTEST: (SFAL) Fiayu, _--_ - Clerk -Administrator J A-4-'i .5 MEMO 117: Clerk -Administrator and City Council FROM: Director of Public Works/Community Development DATE: May 15, 1986 SUBJECT: ESTIMATED STORM SEWER IMPROVF,MF.NT COST PER TYPICAL HOUSE IN NORTH ARDAN AND ARDAN DRAINAGE BASINS Per a request by Councilmemhers Hankner and Ouick, I have prepared and placed on this Agenda an estimated cost for improvements to the storm sewer system in the North Ardan and Ardan drainage basins. Attached please find the cost estimate dared May 6, 1986 and a map of the rlty indicating the storm water drainage basins. If you have any questions, please freel free to contact me. SWT/bac Attachments ESTIMATED S'roRM SEWER IMPROVEMENT COST NORTH ARLAN AND ARLAN DRAINAGE BASINS MAY 6, 1986 Estimated Construction Cost $ 442,000.00 Legal and Administrative 6,630.00 Basic Engineering 42,200.00 inspection and Staking 22,100.00 Contingency 44,200.00 Bond Sale Costs 15,000.00 Interim Financing 13,260.00 ESTIMATED TOTAL COST $ 585,190.00 USE $ 585,000.00 Assuming bonds are sold with a term of 15 years and the p wjrut cost is assessed at 8.59 interest, the estimated annual cost is as foiiows: Estimated ancua'_ cost - (estimatel total cost) x lrapital recovery factor) _ $585,000 x 0.12042 $70,445.70,'year Estimated annual cos'_ _ $70,445.70/year Estimated monthly cost = $5,870.48/month F.Stimated drainage area - 340 acres 14,810,400 sq. ft. Estimated monthly cost per sq. ft. - $0.000,3964/sq. ft.%munt)i Estimated cost for typical home 20,000 sq. ft. x $0.000,3964/sq 4 100 ft. x 200 ft. ft. _ $7.93/month or $95.14/year il�ii _ ^ � II IG •� - L i •� _i- . �,� dII11F Lli'Itltri� Ir•I�I.L,,.i ---- -- gut to Sp L /y Itllll Lil;lllll d .'. -•�!� � L { IY�-) 1�1�� L_ I 1 �-ten:' f�•.. 117-OYMi /llr+; .l f� i i -� ..s'.7-'i E'_S',"d� 1 I���- -:;t�� �.I ..%1' '�• s; � .II��'4` Fit Uri ' ! I ' • I i �� i YID r�J1 k , i� - 'r PA06A.I/y I. �1I ' 1 r CITY Of 1 *lld� via) •�� RAMSEY COUNIY MINNESOTA ' -.. .I STORM WHTI'R :'TRF_FT pRNINlILf dH51N5 I � t s,' •cz, �4 Nrrr•.NPTX e' MEMO TO: Clerk -Administrator and Citv Council FROM: Director of Public Works/C,mmunity ncvelopment DATE: May Jr,, 1986 SUBJECT: M.S.A. PROJECT 1986 Bids were opened on the subject project on May 14, 1986. Six contractors submitted bids. Attached please find a copy of the bid abstract of the 3 low bidders. The total bid for the 3 low bidders are as follows: Midwest Asphalt $334,162.40 valley Paving 5343,821.75 4 e S Asphalt Company $347,971.75 Midwest Asphalt's Sid is not out of line and very close to the Engineer's Estimate of $337,836.40 dated April 14, 1986 (attached). Also attached is a cost estimate for the subject project dated May 15, 1986. The cost estimate takes Midwest Asphalt's bid and divides it into 2 catagories. The catagory labeled State Aid Project (S.A.P.) 146-234-02 is the Municipal State Aid Project on county Road M-2. The catagory labeled non -participating is the city's 1986 Street Maintenance Project. Midwest Asphalt will construct both projects under one contract. The estimate total cost of the M.S.A. Project is $240,000.00. The budget for this project is $240,000.00. The estimated construction cost of the City's 1986 Street Maintenance Project is $146,6-2.23 (Use $147,000.00). The budget for this project is as follows: Street Maintenance Account 1100-270-4705 $120,000.00 Spring Lake Park Account per Bruce Anderson $ 3,000.00 TOTAL 1986 BUDGET $123,000.00 The M.S.A. portion of the project is within the budget. The City portion of the project is over budget by $24,000.00 ($147,000 minus $123,000). The City will not obtain better prices by rebidding the project. The City may reduce the amount of work to be done or allocate additional funds. Each alternate is discussed below. Alternate tl - Reduce the Amount of Work - Peconstruction of ' Pinewood Court was added to the project at the request of the residents and City Council with the understanding that if the project is overbudget, we would not reconstruct the court. By not reconstructing Pinewood Court we save $2,000.00. Clerk -Administrator and iity Coun.:il Page Two May 15, 1986 is The City could not reconstruct Pinewood Court and not reconstruct County Road 11-2 east of Montclair Avenue and save $ 7,000.00. If this alternative is chosen, I recommend installing concrete curb and gutter east of Montclair Avenue to eliminate soil erosion. Alternate i2 - Allocate Additional Funds - Last year's Street Maintenance Project was ,on,L,octeo underbudge[ by $31,000.00. The City could allocate $24,000.00 from last year's savings. The Silver Lake Woods fund would contribute the money. Also attached please find the abstract of the 3 low bidders for last year's project (City Project No. 85-1). RbLUMMENDATION: I recommend awarding the rontract to Midwest Asphalt contingent upon approval from the State of Minnesota and from the Rice Creek Watershed District. SWT/bar Attachments CITY OF MMWS VIEW, MINNESOTA CITY PROACT SS-1 APRIL 15, 1985 VBSIRACT FOR T,gfF LOW RIOOERS RITIWI, K RfIPJ)WAY< ALEXANDER CONST. ITEM ID, DESCRIPTION JM11 TITY r^ ^LPIT PRICE y. ^• TOTAL _ LINIT PRICk TOTAL UNIT PRICE TOTAL 1, _ 2021.501 MOBIL IZAT1001 LOW SlP 1 10.000.00 IG,000.00 21,735.00 21,755.00 8,500.00 e, MO. 00 2. 7104.501 RfMOVE EXISTING 15" RCP STORM SEWER L.F. 570 I 7,So 4,275.00 7,00 3,990,00 7.59 4,212.30 3. 21G4.501 REMOVE EXISTING IB" RCP STORM SEWER L.F. 50 7.50 I 371.00 7, OC 350.00 7.39 369.501 M. 2104.501 REMOVE EXISTING 24^ RLP STORM SEWER i.F. 100 I 8.00 am. 00 7,50 750.00 7.90 790.00 5. 21 A. 509 REMOVE EXISTING 42" APRON EACH 1 100.00 I00. 00 50.W 50.00 52. 75 52.75 6, 2105.501 COMMON EXCAVATION C.Y. 5,500 1.90 10,450.D0 3,0 18,975.00 3.64 20.020.00 7, 2105.535 SALVAGED lOP 5011 FRIAR :TOCVPILE C.Y. 250 4.50 1,125.00 2.00 500. 00 2.00 SOO.00 6. 2111.501 TEST KILLING R.S. 26.5 IO.DO 265.00 15.00 397.50 20.UU 530.00 9. 2112,501 SLOGRADE PREPARATION R.S. 26.5 80.00 2,120.00 80.00 2,120.00 7:.DO I, 9B7. 50 10. 2211.501 AGONEGATE BASE CLASS 5 TON 700 5.50 51850.00 5.95 4,165.00 8,15 5,915.00 I1. 2331.504 BITUMINOUS MATERIAL FOR MIXTURE TON 171 205.00 35,815.00 200.00 35, ODO. DO 205.00 35,875.00 -2, 2331.514 BASE COLPSE MIX, TON 3.850 10.35 39,84'.50 10.52 40,502.00 10.90 41,965,50 15. 234I,50A BITLPIMOUS MATERIAL IS8 2C5,00 32.390.00 200.00 31, 600. 00 205.00 32,590.00 fpt MI X%QF TON I 2541. We WEARING COURSE MIX. TON 2, 600 I 11.75 31), 550. DO 12.10 33,020.00 12.90 33,540.00 (14, 15. 2357. 502 81 TIN IN0.IS MATERIAL FOR TACK COAT GAL, 2.110 I 1.10 2.321.00 I.05 2.215.50 .95 2, OGA, 50 UM, >• S. SO 195, 370.00 PAGE SIFTOIAL M.S.A. STREET PROJECT 1905 PAGE TWO OF THREE II E S ASPHALT CO, BITUMI �ITEM UIIIT UNIT . DESCRIPTION UNIT OUANTITYI PRICE TOTAL PRIC 16. 2503. NI 12" RC PIPE SEWER I 1 CLASSY L.F. 160 27.00 5.520, 00 10.00 3,200.00 21.10 3, S'6.0 17. 2503. 541 IS- RC PIPE SEWER CLASS r L.F. 60 25.00 !, SOL. DO 23.50 1,410.00 24,80 I,488.0 18. 2505.5A1 21- RC PIPE SEWER CLASS r L.F. 260 50.00 0,400.00 27.50 7,700.00 29.00 8, 120. LY 19. 2503. 541 50^ RC PIPE SEWER CLASS r L.F. 180 55.00 91900. OD 50.00 9,000.00 52.75 9,495.0( 20. 2503. 54I Q+ RC PIPE SEWER CLASS Y L.F. IL 90.00 11 pWU, V) 07,00 1,044.00 91.80 1,101,6C 21. 2506. 509 CONSTRUCT LATLM BASINS, DESIGN K EACH 3 660.00 1,980.00 650.00 1,950.00 685.75 2,057.25 22. 2506.," CONSTRUCT CATCH BASINS, DESIGN Y EACH 2 750.00 ;, MO. 00 700.00 1,400.00 736.50 1,477.00 23. 2506.509 CONSTRUCT CATLH I BASINS, DESIGN Z EACH 2 ( 21,00.00 41600.00 2, 100.00 1,200,00 2,215.50 A,A31.00 24. 0506.602 RELOCATE CATCH EACH 2 + 150. DO I, 500.00 700.00 ;,400.00 738.50 I,477, BASIN 25. 2506.516 CASTINI, ASSEMBLIES EACH 10 180.00 1,600.00I I30.CD I, 30U. 00 179.35 1,793.50 26. '506.522 ADJUST FR44E AND R,NG CASTING EACH 13 I 85.00 ',955.001 100,00 2,300.00 110.00 2,530.00 21. 0504.602 ADJUST WATER VALVE BO% EACH 11 60.00 720,00 7C.00 840.00 80.00 %0.00 28. 2521.501 A^ CONCRETE WALK S.F. IA, 800 T,25 13,500.00 1.15 17.020.00 1.15 17,020,00 29. 2521.501 6" CONCRETE WALK S.F. 4.430 1.63 :,309,50 1.50 6,645.00 1.50 6,645.00 130. 2531.501 CONCRETE CURB AND GUTTER DESIGN B-618 L.F. 6,200 4.50 27,900.00 4.30 26,660.00 4,30 26, 660. 00 31, 2531. 501 CONCRETE CROSS CURB AND GUTTER L.F. 160 7.80 I, 148. DO' 7.50 1,200.00 7.50 1.200.00 N. 2535.501 BITIMINOUS CURB L.F. 200 3.03 50 700.00 3.00 600.00 PAGE SUBTOTAL 94,012.50 07,969.00 - 91,431.35 ,r C057 LSTIMATE FOR M.S.A. PROAct 19115 CITY pROS&:t 85-1 PAui tHWF OF TIME -_--_.- ... :.. SAP I46-229-04 NUR-PART161PATING TOTAL I Tin L ITin Of SIN IPT ION —IfiI1T 1 PM ICE af` TTL TOTAL QMNTI. --DIAL QWNTITI TOTAL 36. 250E.509 STORK SEVER C(XrWL 1 STRUCTURE EACH s tA000,0U 1 S _1�000 :d! 0 s _ Oy00 I f _1i oc !7, 2101.502 CLEARING 6' D1A. TO 10' OIA. TNFFS EACH f 40.00 2 f 180 :00 10 s 900.00 12 f ti080,00 38. 2101.5D7 CAILFAIW. 6- PIA, 10 t0' UTA. TREES EACH f 100.00 10 f 900.00 17 f 600.00 Sq. 2556, 5T75 NItUMIWUS MATEPIAI. FOR SEAL COAT GAL, s.9t U f _0.00 35.700 S. 52y881.00 35.100 S 32,467.00 40. 2356.507 SEAL COAT A"FCAI, (FA-21 TOM S_ I4,91 0 1 0.00 1,900 1 28,329.00 1.900 i 28,)29,00 AI, 2341,518 EXCAVATE F. AN) 1. )- THICK PATCHING S.). YD. f6,50 J f 0.00 3,000 f 19,500.00 5.000 $ _19,500.00 42. 25O3,-AI I50 R.C. PIPE SfNER 0 1 0.00 10 1 150_;00 CLASS V L.F, f 25,0) 10 1 z5000 PAGE SUBTOTAL I_I'Ls.00 s 8I,716,00 S�46_._00 ESTIMATED CONSTRUCTION _OST SIS7,3)U _SO f12._4,901,90 SXS7,7)2.00 COST ESTINSTE SV Cltr OF HAMS VIFV PUBLIC 111WL DEPARTIENI ESTIMATED CONSTRUCTION MST SAP I46-229-N ESTIMATED PRFLLMINMV ENGINEEAIM; ESTIMATEO INY',,_tloh AND SIAAING MNT I W..E7C V ESTIMATED TOTAL COST SAP I46-229-04 OSE 123%330. 50 1 23.700.00 1 18.900.00 f 2Sy.00 1305,630,50 f50A,000.00 (IV(.wffIP13 COST ESTIMATE M.S.A. STRFET PROJECT 19K, r,,I;T OF MOUNDS VIEW. MINNESOTA CITY PROTECT 56-2 APRIL 14, 1986 _ SAP I46-231-02 NON-'ARTICIPATING I TOTAL ITEM UNIT NO. DESCRIPTION UNIT PRIf,E CTANTI'rI TOTAL QUAMTIT7 TOTAL WANTITr TOTAL I. 2021.501 MOBILIZATION IIM SW 10,UC0.00 0.6 y .00 0.41 4,000.00 1 s 10.000.DO 2. 2104.501 RFMOVE EXISTING IS- CM STORM SEWER L.F. 3, 2105.501 COW" EXCAVATION C.Y. 1, 2103.555 SALVAGFD T(T SOIL FROM STILE C.Y. 5. 2111.501 TEST ROLIING R,<, 6. 7112.501 SUF7O7AOE PREPARATION R.S. 2211.501 AGGREGATE BASE CLASS 5 TOM S, 2331.504 BITIIMIN(A3S MATERIAL FOR MIXTURE TON 9. 2331.514 BASE COURSE MIX, TON 10. 2311,50A BITWINOUS MATERIAL FOR MIX .URf TON 11. 2341.508 WEARING COURSE MIX, TON 12. 2357.502 BITUMINOUS MATERIAL FOR TACT( COAT GAL. 13. 2501.515 INSTALL IB" RC AT" WITH TRASH GUAPD EACH 14. 2503.541 IS" RC PIPE SEWER CLASS V L.F. 15. 2503.541 13-1/2" M 22' P, ARCH PIPE SEWER CLASS V L.F. S 1.50 3,5 s, 4,012.50 0 s 0.00 535 1 4,012.50 s 1.90 615W S 11,970.00 3,400 S6,460.00 9,700 S 18,430.00 3 A,sn MO s 900_00 0 f 0.00 200 S 900.00 f 10.09 20.3E 203.00 :1.51 115.00 32 f 120.00 s 50.00 20.5$ 1,610.GC 11.31 920.00 32 S 2,560.00 s 5.50 SOO s 1 Uy50.00 0 3 0_00 300 E 1,650.00 S 105.00 153 s 3y5.OG 35 s 7,175.30 190 S SBA950.M 5 10.35 3 37C s 34 .679_SO 20 S 7,452.00 4,090 E 42.31.50 S 205.00 53 $ 11,275.00 25 s 51125.00 SO s 16,400 S 11.75 920 s 10,810.00 450 S 5,052.50 1,350 f IS.SA i.30 s 1.10 1,100 S 1,216.00 250 S 275.00 1,350 S I.485.DC 1 72.00 7 $ 11_00 0 s 0_00 2 S 11,00 I 25.DO ISO s 4,500.00 0 s 0_00 ISO S 1,500,DO 1 30.00 39G 1 11,100.00 0 s 0.00 390 S 11 70700,00 PAGE SUBTOTAL S 51511,00 Sk,571,50 $169,145.50 COST ESTIMATE FOR M.S.A. PROJECT 1986 CITY PROJECT 66-2 PAGE TWO OF THREE SAP I46-254 02 NON -PARTICIPATING TOTAL _�- ITEM I UNIT ANTI TY TOTAL NC. DESCRIPTION UNIT PRICE OUANTITT TOTAL WANTITr TOTAL W 16. 2501.515 INSTALL 15-1/2" • 12" Rl, ARCH ArRGN WIT:, , f 55.00 0 S 0_00 1 S 55.00 TRASH GUARD EACH S 55_00 17. 2503.541 12- RC PIrE SEWER A S 0 S 0.00 6 II160,00 CLASS V L.F, S 20.00 �60y00 - 16. 25D6.509 CONSTPUCT CATCH A 1 1,6AO,OG 0 f n_pp A S 2,640.00 BASINS, DESIGN K EArH S 666.00. 19. /506.50; T C.•.T^' i f 750__00 U 1 0yw 3 7af1, 60 BASINS, DESIGN Y EACH 1 150.00 f IBO.OJ 5 S 900.00 O S 0.00 5 S 900.00 20. 7506.5I6 CASTING ASSEMBLIES EACH 21 ,an6 a)7 AO.I+I$T FPAME AND n t 0_._DO 7 t 59f.00' • RING CASTING EACH S 65.00 r i ;i5.00 22. O504.602 ADJUST WATER t 2A0.00 0 f Oy00 A S 240.00 VALVE BOX EACH S 60.U0 S 1.25 450 1 50 0 $ 0_00 450 f 562.50 23. 7521.501 A" C)IaE,E WALK 5.F. _)62- 24, 2531.501 CONCRETE CURB ANO A,SLNS 1 19.350.00 2,500 S10,350.00 6,600 f 79,100.00 GUTTER DESIGN (8616) L.F. f 4.50 ' 25. 2531.501 CONCRETE CROSS CJIB A20 f 3 276.00 1B0 f 1,A0A.;A 600 S A,600.00 AND GUTTER L.F. 1- 7 f__ 3_00 100 y 300,00 0 f OyDO 100 S MOD 26. 2555.501 BITUMINOUS CURB L.F. S 1.10 4,600 S 5.060.00 2.500 S 2,750,00 7,100 S 7,010.DO 27, 1515.505 SW SO.+D• 20. 2105.525 BLACK DIRT FROM 5B0 S 7,280.00 220 S 1,320.00 600 f 3,600. OFF SITE CU.YO. .t 6.000 29. 2556.505 BITUMINOUS MATERIAL S O.DO 37,300 1 33.9A3.00 37,500 S 33,9A3. FOR SEAL COAT GAL. S _ .91 0 30. 235A.507 SEAL COAT AGGREGATE 1 0_00 1,9A0 f 26.925.A0 1,9A0 S I8,925.A0 (FA-2) TCH 1 14,91 0 31, 2341.518 EXCAVATE F. A1(1 I, 0 S 0_00 4,600 S 19%000 .. A600 , S 29,9OC.- 3" THICK PATCHING SO.'10. S_ 6.50 y v ,+6A.5'1 SIOA,597,10 SIA_A ,760,90 rAGF SIIRTOTAL -=- _ i.✓4COS 1riiA1 C.T EST; MATE FuR N. 1. A. PRUJELI IVM6 CITY PIW7JFCT 86-2 'F 7HRF[ M 116IFF —" — TEM N0. DESCRIPTION --� UNIT SAP N6-231-02 NON{'ART IC IPATING TOTAL UNIT -PRICF WAMTIT'. TOTAL 1 r QUANTITY TOTAL IQUAN ITT TOTAL 32. 2531.501 CONCRETE MEDIAN L.F. 1 11,00 150 _1.6'0.00 0 S 0yy00 ISO S 11650.00 33. 05f5.601 REVISED FILL TRAFFIC ACTUATED TRAFFIC SIGNAL SYSTEM L.S. $17,000.00 1 S T7,000.00 0 1 0_00 1 S_17y000,00 34. EXCAVATE, F. AND 1. ?- THICK INSULATION nVER EXISTING WATERMAIN L.F. 1 15.00 0 S 0_00 280 $ 4,200.00 280 S 4,200.00 35. REMOVE EXISTING 6- DIA. CIP WATERNAIN MITI F. AM 1. 6' DIA. CLASS 52 DIP WITH RESTRAINFD JOINTS AND FITTINGS 7-1/2" BELOW PROPOSED STREET ELEVATION L.F. 1 18." 0 S O.oO 60 S 11080.00 60 S 1,080,00 PAGE SUBTUTAL S 18,650.DO S 5,280.00 S 23,930.00 ESTIMATED CONSTRUCTION COST 1167,369.50 $1 0.116, 90 S337,836.10 COST r•-_i MNlt BY CITY OF FX)UM)5 MIEN +PUBLIC WORKS CEPARTMF.NT ESTIMATEO CONSTRUCTION COST SAP t12-231-02 6187,389.50 ESTIN.TED PRELIMINARY ENGINEERING S 18,700.00 ESTIMATED INSPECTION AND STAKING S 11.900.DO CONTINGENCY S 18,700.00 ESTIMATED TOTAL COST SAP 146-214-02 $239,609.50 USE S210,000.00 M.S.A. STRrEt PRU)fCT 19A6 CITY nF MOIRUS 91TW. MINwsoA !]IIY PMOIECT 86-7 MIT ,r 15d6 ..------ _-------- __-------- - -------- ___._-. SAP IA6-77A-0-- -NON-PART ICIPAT IMG iOfAl ITEM II0. DFgCRIPTION _ UNIT 1_PRICE QIIANT 111 TOTAL QUANTITY TOTAL OUAMTit, tOTAI 1. 2021.501 MORILIZATION LISP S'M 8,500.00 'm 11-2,100.00 0.41 3,400.00 1 1 6.500.00 47. 2104.501 REMOVE EXISTING IB• CMP STOFM SEVER I.F. S 2.70 555 S f,AAi,50 0 S 0.00 SS5 S 1,444.50 3. 2105.501 COW" EXCAVAT Inn C.Y. S 1.75 E.W. S It,025.00 3,00 S 5,950.00 9,700 f 16,975.DO A. 2105.535 SALVArFO TOP SOIL FRUM STOMP-1E L.Y. $A.50 20C S 900.D0 0 f 0.00 200 S 900.00 5. 2111.501 TEST ROLLING R.S. S IO.00 70.53 205.00 11.51 115.00 32 $ 320.00 6. 2112.501 SURGRADE PREPARATION R.S. S 65.00 20.4 1,532.50 11.51 747.50 32 S 2,000.00 7. 220.501 AGCAEGATF BASF. CLASS 5 TIN $ 6_75 300 S 2.025.00 0 S 0.00 500 S 2,025.00 A. 2331.504 BITUMINOUS MATERIAL FUN MIX7LORE TOM S 150.UO 155 S 23.250.W 35 S 5,250.00 19U S 1W,500.00 9. 2331.514 BASE COURSE MIX, TON S_ I2_16 3.370 f AO,S79.20 720 S B 71 55.20 4,090 f 49,734.40 10. 234 1.50A BITWINOIS MATERIAL FOR M,XIURE TOLL S 150.00 55 S 8,250.00 25 S 3,750.W BO S 1=,000.00 11. 234 1.50R WSARING COASL MIX. TOIL f 12.91 910 1 11,877.20 A50 S 5,SS1.30 !,350 S I7,426.50 12. 2357.502 BITUMINOUS MATERIAL FOR TACK COAT GAL, S_ 1.20 1.100 S _L520.00 250 S 300.00 ',350 S 162� 0.00 15. 2501.515 INSTALL IB" RC APRON WITH TRASH GUARD EACH f 510.00 2 S 1,C20.00 0 1 O.W 2 f 1,020.00 IA. 2503.541 TO- RC PIPE SEWER CLASS V L.F. 1 26.65 ISO S 5,157.00 0 S 0.00 '60 S 5,157.00 015. 2503.541 13-1/2" A 22" RC A" PIPE SEWER CLASS V L.F. S 35_00 380 f_17i500_00 0 S 0_00 380 13,300_00 PAGE SUBTOTAL S 127,105_40 t 33,619.00 _161,0,A.40 �jr,.,� .„fir• COST ESTIMATE FOR M.S.A. PROIECI 1986 CITY PROJECT 86-2 PAGE 100 OF THREE ----- -- __-___ --. SAP 146.234-02 NON-PARtICIPATING TOTAL ITEM I I UNIT 10,II DWRIPTION UNIT I PRICE QIiANTITY�TOTAL OUAIJT ITT TOTAL OUANTI TY TOTAL •16. 2S01,515 INSTALL 13-112- * 22" RC ARCH APRON WITI' TRASH GUARD EACH s 610.00 1 E 610.00 0 $ 0.00 1 f 610.00 *17. 2503.541 12- RC PIPE SEVER CLASS Y L.F. E 43.DO 8 s 344,00 0 f 0.00 B s 344.00 9I8, 250A,509 CONSTPUCT CATCH BASINS, DESIGN X EACH f 375_00 a 1 1,500.00 0 s 0.00 A s 11500.00 •19. 2506.509 CONSTRUCT CATCH BASINS, DESIGN Y EACH f 425.00 1 s 425.GO 0 s U_lu I S 423.00 •20. 2506.516 CASTING ASSEUBu ES EACH s 215.00 5 f 1,075.00 0 f 0_00 5 f 1,075.00 21. 2506.512 ADJUST FRAPPE AND RING CASTING EACH s 175.00 7 s 675.00 0 s 0.00 7 f 875.00 22. 0".602 ADJUST WATER VALVE BOX EACH s_ 50.00 A f 700.00 0 1 0_00 A s TOT 10 23. 2521.501 A" CONCRETE WALK S.F, s I.48 450 1 666.00 0 s 0.00 450 s 666.00 241, 2551.501 COMRETE CUkB AND GUTTER CESIGN 186161 L.F. S 4.50 4,307 s 19_350.00 2,300 110 350.00 6.6DO f 29,70C_00 25. 2531.501 CON(AETF CROSS CURB AND GUTTER '_.F. s 7,93 4:0 f 3,359.OU ISO s 11431,0C 6EA S 4,770.00 26. 2535.501 8ITL0411"S CURB L.F. s MID 100 s 300.00 0 s 0_00 100 s 300.00 27. 2575.505 SOO SO.YD. f1_50 4,600 f 51980.00 2,500 S 3,250.00 7,100 s 9,230.00 28. 2105.525 BLACK DIRT FROM OFF SITE CU.YD. .i 6.75 380 S 2,565.00 220 S 1,485.00 600 s 4,050.00 29. 2356.105 SITUXIMMS MATERIAL FOR SEAL COAT GAL. f 0.96 0 f 0.00 31,300 6 32,076.00 37,500 s 32,078.00 30. 2356.507 SEAL COAT AGGREGATE (FA-2) TON f_17.00 0 $ 0.00 1,940 S 32,960.00 1,940 S 3I,960.00 31. 2341.518 EXCAVATE F. AND 1. 3" THICK PATCHING SO.YD. S _ 5_20 0 S 0.00 4,600 s 23,920.00 4,600 S 23,9205,& PAGE SUBTOTAL S_ 37,279.00 105,494.00 142,723.00 Ind f ,,, 'vfI'/ COST ESTIMATE FOR M.S.A. PROJFi7 1966 Llll 1'IP 11t Ll W-J PAGE THREE UE THREE _.__.___._..._.—.»_-------------- - __----»—»..--_. ___..—--------- --.--__- SAP 146-234-02 NON -PARTICIPATING TOTAL ITEM I RRIIT...... — - — N0. DESCRIPTION UNIT PRICE QUANTITY TOTAL ODANTITY TOTAL 00AMTITI' TOTAL -- -- - -- - �- --------L------ --L - -1- 52. 2531.501 COWC7M'TF MEO,AM L.F. 119.90 i50 2j365._00 0 S 0_00 150 1 2,385.00 33. 0%5.604 REVISFO FULL TPAFYIC ACTUATED TRAFFIC SIGNAL SYSTEM L.S. 2/,SOO.DG 34. EXCAVATE, F. AND I. 7- THICK INSULATION OVER EXISTING WATETRMAI9 L.F. t 7.25 55. REMOVE EFISTIING 6" DU. CIP WATERMAIN AND F. AIEI 1, 6" DIA. CIASS 52 DIP WITH RESTRAINED JOINTS AND FIITINGS 7-1/2• IIFLOW PROPOSED STREET ELEVATION L.F. f 35.00 PAGE SUBTOTAL ESTIMATED CONSTRUCTION COST BEFORE STORM SEINER ADJUSTMENT STORM SEWER 4JUSIMENT 116,72A.A , 1100 - 7t%11 ESTIMATED CONSTRU^7I014 COST I 1 21500.00 0 s 0_00 1 S 24, 500.00 0 1 0.00 280 s 1,450.00 280 s 1,450.00 t 0.00 60 1 2,100.00 60 1 _2,100_00 1 26 ,665.00 S 3,530.00 s 30,435.00 s191,299.40 5182,863.00 334,162.E0 - 3,009.23 1187,49C.17 LUST ESTIMATE BY CITY CF MOLLOS VIEW PUBLIC WORKS DEPARTMENT ESTIMATED CONSTRUCTION COST SAP 146-234-02 £STIM13TE0 PRELIMINARY ENGINEERING ESTIMATED INSPECTION AND STAKING CONY INGEIA:Y ESTIMATED TOTAL COST SAP 146-234-02 USE MI,S.A. PAYS T9.10 OF THE COST OF TIRSE ITEMS 3,809.25 1146,672.23 S334,162.40 S 187 ,tl0.00 s 16.700.00 s 14,900.00 t 18,700.00 1239,790.00 12E0,000.00 ITEM NO. DESCRIPTION I. 2021.501 NMI I ZAT ION 2. 2104.501 REMDVF EX I STIAG 16" OW STORM SEWER 3. 2105,501 000" EXCAVAT'ON A. 2105.535 SALVAGEO TOP SOIL FROM STOCKPILE 5, 2111.501 TEST ROLLING 6. 2112.501 SUBGRADE PREPARAT-ON +. 2211.501 AGGREGATE BASE CLASS 5 S. 2331.504 BITUMINOUS 7AATFR!AL FOR MIXTURE 9. 235!.SI4 BASE LY1196F MIX, I". 2341,50/ dITUMINOUS AIATERIAI FOR MIXTURE II. 2341.508 WEARING COURSE M,X. 12. 2357.502 BITUMINOUS MATERIAL FOR TACK COAT 13. 2501.515 INSTALL IB' RC APRON W/TRASH GUARD IA. 2503.541 18" RC PIPE SEWER CUSS V 15. 2503.541 13-1/2- v 22" ALCW PIPE SEWER -CLASS V N.S.A. MIFFT PROJECT 1986 CITY OF MUNOS VIEW. NINIIESOIA CITY PROJECT 06-2 MAY IA, 1986 ABSTRACT FOR THREE LOW BIOUERS M10WFSF ASPHALT CO. VALLEY PAVING N 6 S ASPHALT poT KkMTI TT LINT PRICE TOTAL pJIT PRICE _ TOTAL UNIT PRICE TOTAL LUMP 1 8. 500.Oc 8, 500.Oo 6,600.00 6.800.0C 10,000.00 10,000.00 s;rL L.P. 535 1.70 I,944.50 2.75 1,471.25 2.65 1,417.75 C.Y. 9,700 I 1.15 16,975.00 2.85 27,645.00 2.00 19,400.00 C.T. 200 4.50 9%.00 3.00 600.00 4.50 900.D0 R.S. 32 10.00. 5217.00 10.00 32n.00 13.00 416.00 R.S. 32 65.001 1 2,080.00 105.00 31360.00 160.00 51120.00 TON 500 6.75 2,025.00 7.00 2,100.00 6.00 1,000.00 1 TON I 190 I50.00 26,%0.00 165.00 31.350.00 165.00 31,350.00 Tlw I 4,0" 12.15 49,734.40 10.10 A1, 5O9.00 9.20 3/,626-% T(w I BU 150.00 12,000.00 165.00 13.200.00I 165.00 13,100.00 TON 1,350 12.91 17,4:8.50 12.25 16,537.50 10.00 13.500.00 ;AL. 1135C 1.20 1,620.00 1.15 1, 552.50 1.00 11350.00 'ACH 2 510.00 11020.00 485.00 970.00 500.00 1,000.00 F. ISO 28.65 5,157.00 29.00 5,220.00 28.00 51040.00 .F. 380 35.00 13,500.00 35.00 13,500.00 34.00 Ii,920.00 PACE SUBTOTAL S 161,004.40 1 165,735.25 1 ISS,OA L15 N.S.A. STREET PROJECT 1986 PAGE 100 OF TWEE I TEN N0. ------DESOIIVEION ------UNIT IT 16. 2501.575 INSTALL IS-122' • 22• RC wtCM AMROH WITH TRASH iAJAPO EAJx 1 17. 2503,541 12• RC PIPE SEVER CLASS V L.F. 8 16. 2506.509 CONSTRUCT r'ATCH BASINS, Or,-GN K EACH A 19. 2500;.509 CONSTRUCT CAT01 BASINS, DESIGN Y EA04 1 20. 2506.516 CASTING ASSEMBLIES EACH 5 21. 2506.522 ADJUST FRAME AND RING CASTING EACH 7 22. 0504.602 ADJUST HATER VALVE BOX EACH A 23. 2521.501 A" CONCRETE BALK S.F. 450 24. 2551.501 CONCRETE CURB AND GUTTER DESIGN B-618 L.E. 6,600 2'i. 2531. bT CONCRETE CROSS :UIIB AND 'UTTER L.R. 600 26. 2535."1 BITUMINOUS JFIP L.E. 100 27. 2575.50 SM SO.7J. 7,I(,0 28. 1105.525 BLACK DIRT MHON OFF SITE CU.YD.I 600 29. BITUMINOUS 2356.5115 MATERIAL FOP SEAL COAT GAL. I37,30ri 30. 2556.507 SEAL COAT AGGREGATE IFA-2) TON 1,940 31. 2341.518 EXCAVATE AND F. A7D 1. 3" THICK PATCONG SD.YD'1 A,00 6 32, 2531.501 CONCRETE MEDIAN L.E. 150 1. 0A.1r: H A S ASPINLT UNIT PRIG 6'O.UO -_-_T-UNIT TOTAL 61C.00 PRICE TOTAL OMIT PRICE - TOTAL 60C.00 60U.00 600.00 600.00 43.00 I 344.00 45.00 360.00 42.00 336.00 375.00 1. SOO.00 400,00 11600.00 560.00 1,440.00 425.00 425.00 450.00 450.00 410.00 410.00 215.00I 11075.00 210.00 1.050.00 220.00 I1100.00 125.001 875.00 115.00 805.00 100.00 700.00 50.00 200.00 95.00 360.00 75.00 300.00 1.48 666.00 1.55 697.50 1.50 675.00 4150 29,700.00 4.43 29,255.00 5.90 38,940.00 7.951 4.77C.00 8.10 41860.00 6.50 3.900.00 5.00 300.00 3.40 340.170 2.501 250.00 1.30 9,250.00 1,30 9, 230.DO 1.05 7,455.00 6.75 4,050.00 6.75 4,05C.00 6.00 3,600.00 0.86 32,078.00 0.84 31,332.00 0.82 30,586.DO 17.00 32,980.00 16.60 32,204.00 16.70I 32,398.00 5.20 I3,920.00 6.75 31,050.00 9.00 4,400.00 15.90 2, M5.00 16.00 2.400.00 16.00 2.400-D PAGE SUBTOTAL 145,106.00 150,646.50 166,490.00 M.S.A. STREET PROJECT 1986 PAGE TWEE �F THREE MIDLIPST AS A17 m_ KAIIF• PAVING M A S At 17 A MD. DESCRIPTION UNIT QLANTI IT I UNIT -_ PRICE TOTAL - TWIT PRICE TOTAL INIIT PRICE TOTAL _ 33. OMS.604 REVISED FULL TRAFFIC ACTUATED TRAFFIC S14/1AL S7STEM L.S. I 24,SM.00 24,500.00 24,000.00 24,000.00 23,000.00 23,000.00 34. EXCAVATE, F. AND 1, 7' THICK INSULATION OVER EXISTING WAfERNLAIN L.F. 200 7.2% 7.DC 7.D0 1,400.0C 11400,00 I,400.00 35. REMOVE EXISTING 6• UTA. CIP WATERMAIN AND F. AND 1. 6- 0!A. CLASS 52 0!P WATETMAIN M/RESTRAINED JOINTS AND FITTINGS 7-I/" BELOW PROPOSED STREET ELEVATION L.F. 60 I I 35.00 34.00 34.00 2,040.DO 2,040.00 2,040.00 PAGE SLNTOTAL TOTAL BID CITY PROJECT N0. 86-2 28,050.00 S 33A,'62.40 27,440.00 S 343.821.75 26,AAO.M S 347,971.75 :l,G 11 N.-- 7 MFHu Tu: Clerk -Administrator and City Council y- FROM : Director of Public Works/Community Developmen t / DATE: May 15, 1986 SUBJECT: RESOLUTION SETTING POLICY FOR ASSESSING CORNER LOTS THAT ARE SUBDIVIDED As you may recall, the City's auditor recommended Lhat the City adopt a resolution stating how we assess corner lots that are subdivided. The attached resolution puts into writing the procedure that staff uses to assess corner lots that ace subdivided. RECOMMENDATION: I recommend appro0 n.q this resolution. SWT/bac DRAFT RESOLUTION 140. AAA CITY OF MOUNDS VIEW COONTY OF RAMSEY STATE OF MINNESOTA RESOLUTION SETTING POLICY FOR ASSESSING CORNER LOTS WHEREAS, some corner lots :n the City can be subdivided; and WHEREAS, existing assessments on corner lots have been based on the length of the .Ahortesr. Int line; and WHEREAS, if a corner lot is subdivided, the new lot will have access to utilities without having paid for them; NOW, THEREFORE, BE IT RESOLVED that if a corner lot is subdivided, the new lot shall pay an assessment for utilities prior to approval of the subdivisicr.; BE IT FURTHER RESOLVED that the assessment shall be the product of the new lot's shortest length times the unit prices used to assess the original lot when the utilities were installed. ATTEST: (SEAL) Adopted this eay of , 1986. Mayor Clerk-AdminIstrator 1 4) �tln� ►r APP�-t� D PROCEEDINGS OF THE CITY COUNCIL CITY OF MOUNDS VIEW RA.MSEY COUNTY, MINNESOTA Regular Meeting April 28, 1986 Mounds View City Hall 2401 Hwy. 10, Mounds View, MN 55112 ------------------------------------------------------------------------ The Mounds View City rouncil wes called to order by 1. Call to Order Mayor Linke at 7:00 PM on Monday, April 28, 1986. The Pledge of Allegiance was saia. 2. Pledge of Allegiance MEMBERS PRESENT: Councilmembers Hankner, Blanchard, 3. Roll Call Quick, Haake and Mayor Linke. ALSO PRESENT: Attorney Karney, Clerk/Administrator Pauley anJ—Public works/Community Development Di.ector Thatcher. ' Motion/Second: Quick/Hankner to approve the April 4. Approval of 14, 1986 m tes as presented. Minutes: April 14, 1986 5 ayes 0 nays Motion Carried Clerk/Administrator Pa::ley read a proclamation from 5. Residents t`e City of M-v�'s ,iew supportina buddy poppy sales Rccucsts and Inv Comments .`rum the rioor Mayor Linke presented the proclamation to Lorna Holm of the VFW, and she preserted Mayor Links wit: buddy poppies to promote their sales. Councilmember Haake questioned whether anything had 6. Approval of been resolved yet on the insurance coverage, and Consent Agenda whether Item B should be removed. Clerk/Admir.istratur Pauiey reported there are more than adequate funds to cover the overage, and that the issue would be discussed further during the meeting. Motion/Second: Hankner/Blanchard to approve the '=onsent agenda, as presented, and waive tha reading if the resolutions. 5 ayes 0 nays Motion Carried Mounds View City Council April 28, 1986 Regular Meeting Page Two ------------------------------------------------------------------------- Mayor Linke closed ttc regular meeting and opened the 7. Public heari I public hearing at 7:05 PM. Stanley Fishl, Addition Councilmember Quick advised that he and his wife have put earnest money down on a lot in this proposed development. Robert ;mitt., the attorney for the applicant, reviewed their proposal to develop this area into 9 lots. lie stated they are requesting the park dedication fee be waived, as they will be donating a portion of land to the City. He added t1,ey have purchase agreements on 8 of the 9 lets, and they would like to move as quickly as possible. Director Thatcher reported the Planning Commission has reviewed the proposal for the wetland redelinea- tion and they have recommended it be approved, as the actual wetland is smaller than what is shown on the wetland map. They also recommend approval of the wetland aiteration permit, as tha area is presently 1.1 acres in size, and they would be filling approximately .04 acres. Di.rectoi Thatcher also advised that Steff recommends they be given credit for the park dedication fee , which is allowable ' by code. Mayor Linke stated he would like the Park Board to review this request, and he noted they would be meeting soon. Councilmember Haake stated ?he also would like the Park Board to reeview the request. Mayor Linke closed the public hearing and reopened the regular meeting at 7:17 PM. Clerk/Administrator Pauley asked that the insurance 8. Insurance renewals be reviewed at this time, as they hod Renewals inadvertently been left off the agenda. Finance Director Brager reported the City is facing a 62.5% increase in insurance premiums over the past year, but they had budgeted a large increase in anticipation of this, so they will actually be only $450 over budget. Brian Colway, of Corporate Risk Managers, Inc. reviewed the proposals received and the process that was followed in soliciting bids for the City's insurance coverage. He advised the Council to 1*4d secure additional public official coverage, and reviewed the payment options that were available on the proposals received. Mounds View City Council April 28, 1986 Regular Meetiny Page Three ----------------------------------------------------------------------- C-lerk/AdministraLor Pauley advised he had discussed the issue of umbrella coverage with the City Attorney, and it was felt they needed the additional public official coverage, to include the Police Department. Motion/Second: Haake/Quack to accept the recommendation o —Corporate Managers, Inc. as presented tonight, with the additional policy extension coverage, to be in effect from May 1, 1986, as referred to in Mr. Colway's memo to the Council dated April 28, 1986. 5 ayes 0 nays Motion Carried Motion/Second: Haake/Hankner to have the first 9• 1st Reading of rea i�`ng—_oT_0rdinance No. 407, amending the Municipal Ord. Nc. 407 Code of the City of Mounds View oy amending Chapter 48 entitled, "Wetland Zoning Ordinance", and waive the reading. 5 ayes 0 nays Motion Carried Motion/Second: Hankner/Blanchard to approve Reso- 10. Consideration 'lutio— n No. 2604 regarding Planning Case No. 186-86, of Resolution for Marcella Rybak, for the Stanley Fisher Addition No. 2004 Major Subdivision, at Groveland Road and Ardan Avenue, and waive the reading. 5 ayes 0 nays Councilmembar Haake stated she wanted to make sure the park dedication issue is resolved, as it is not covered in the resolution. Mayor Linke replied it would go to the Park Board for their action. Jerry Skelly, of the Cable Commission, reviewed the progress cable tv has made since it was first proposed. He added he would like to see Mounds View become more active in programming and go out and seek volunteers in the community who would participate. Bootsie Anderson, administrator with the cable tv- program, reviewed what was know,. of the upcoming sale of Troup W and how it would affect Mounds View and other surrounding communities. She stated they nave been assured it will be "business as usual" with the sale. She advised the Council of what the City should be concerned with, and what their options are. Ms. Anderson stated she would keep the City appraised of what is occuring. Motion Carried 11. Discussion of Future of Cable TV Franchise Mounds View City Council April 28, 1906 Regular Meetiny Page Four ------------------------------- ------ Councilmember Haake stated she woulu like to pursue having the Council meetings broadcast live. Director Thatcher recorraiended chic application be 12. Consideration tabled until the issue of ownership of the property of Application by Rosewood and the right to build is resolved. Corporation Motion/Second: Quick/Blanchare to table this item until the issue of ownership of the property and the right to build is resolved. 5 ayes 0 nays Motion Carried Motion/Second: Hanknerihaake to authorize the 13. Consideration. Police Department to purchase a Motorola Syntorx of Staff Memo radio from Motorola Inc. in the amount of Regarding Pur- chase of Mobile $1,379.55. Radio 5 ayes 0 nays Motion Carried Clerk/Administrator Pauley explained the existing radio would most likely be put into one of the unimarhed cars. Park Director Anderson requested Council's authori- 14. Consiueration zation to hira Mr. Pete Rechtziqel as the Acquatics of staff Memo Supervisor, as a shared position between the cities Regarding Firing of Mounds View and New Brighton. of Aquatic:, Supervisor Motion/Second: H3ake/Quick to authorize the hiring of Pete Rechtziqel at 519,000 per year, to be shared on a 50 percent basis with the City of New Brighton as per the approved joint powers agreement. Motion Carried 5 ayes 0 nays Councilmember Hankner advised Mr. Anderson of the condition or .,r^enfield Park, which had experienced a great deal of flooding with the recent rains. She stated also that she had observed youngsters riding their motor bikes and tearing up the sod, and also jumping off the bridge and pushing one another. Director Thatcher explained the Public Works depart- ment had just unclogged the inlet for the area, which has hel_Ded considerably in getting the water to run off. Mounds View City Council April 28, 1986 Regular Meeting Page Five ------------------------------------------------------------------------ Park Director Anderson explained that Ramsey County Watershed District is responsible for cleaning the ditch, which they have not dz)ne. Clerk/Administrator Pauley stated this has been an on -going problem and they have not cleaned the ditch in quite some time. Attorney Karney advised the City send them another letter, asking that they clean the ditch and keep it clean, as the c:.tty could be held liable for an injury, if they know there is a problem. Motion./Second: flankner/flaake to have the City send a letter to Rice Creek Watershed District as soon as possible, requesting they clean up the ditch. 5 ayes 0 nays Motion Carried Councilmember Haake stated she would be interested in seeing Croup W come in to the Park and Pec Departmenr and instructing people on the use of the cable tv equipment which the Citv has. Park Director Anderson explained such classes are offered every quarter through community education, and he has taken three so far himself. Clerk/Administrator Pauiey stated that Staff will be trained to operate the equipment. Director Thatcher reported sc. erai calls had been 15. Report of Public received regarding the heavy rains and water Works/Community problems the residents were experiencing. Development Director Attorney Karney reviewed some of the recent cable 16. Report of litigation and how it might affect the City, Attorney depending on the final outcome determined by the Courts. Councilmember Hankner advised the Council of a 17. Reports of recent experience she had had with parking in Councilmembers: the City of Minneapolis, and the portion of fees which go for administrative offenses in that city. counrilmenter Hankner Councilmember Blanchard had no report. Councilmember Blanchard Councilmember Quick had no report. Councilmember Quick April 28, 19B6 mminds View City Council Page clx Regular Meeting ------ --------------------- ---------------- Councilmember Haake reported the Festivities Commission had spent $7,521.64 la^t year and received revenue of $4,037.98, with a net cost to the City of $3,483.66. She stated They are crying to keep the costs down this year and have changed some of the activities over last year. Clerk/Administrator Pauley stated he would be talking to Commissioner McCarty and would discuss the cost of the Ramsey County showmobile with him. Mayor Linke had no report. Clerk/Administrator Pauley reported that last year the City ..ad repairod a nick -up with a box on it that was rusting. The box is now surplus property and there is someone who would like to take it. He explained there would be a cost to the City if they were to take it somewhere to dispose of it. Motion/Second: Quick/HAnkner to declare the pick-up box as surpl,is property and authorize Staff to dispose of it properly. 110 5 ayes 0 nays Mayo: Links adjourned the meeting at 6�54 PM. 19 kn fully a L i C!l ! PauleyJ►dministra or Councilmembe Haake Mayor Linke Report of Clerk/ Administrator Motion Carri Adjournment 1 4 PROCEEDINGS OF THE. CITY COUNCIL L i f Y OF MOUNDS VIEW RAMSEY COUNTY, MINNESOTA Special Meeting May 5, 1986 Mounds View City Hall 2401 Highway 10, Mounds View, MN 55112 The Mounds View City Council was called 1. Call to order to order by Mayor Linke at 8:55 P.M. Motion Second: Linke/Quick moved to adopt 2 Resolution No. 2005 Relating to Parking Restrictions on S.A.P. 146-234-02 from State Highway lU to Quincy Street in the City of Mounds View 5 ayes 0 nayes Motion Second: Hankner/Blanchard to a 3ourn et i3 56 P.M. 5 ayes 0 nayes ly submi n i Pau /ey Clerk dministra DFF/mjs Adopt Resolu- tion No. 2005 Relating to Parking Restrictions on S.A.P. 146-234-02 from State Highway 10 to Ouincy Street in the City of Mounds View Motion Carried 4. Adjournmert Motion Carried