HomeMy WebLinkAbout7.d. Star Cable Franchise Transfer CITY OF ROSEMOUNT
t� �t { EXfCUTiVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: February 15, 1994
AGENDA ITEM: Star Cabie Franchise Transfer AGENDA SECTION:
New Business
PREPAf�ED BY: Ron Wasmund AGENDA �t x.�:
Interim City Administrator � � �`' �
E
ATTACHMENTS: Resolution, Agreement Letter, � APPROVED BY:
Transfer Requirements /i��v���%�'���G��
Star Metro Cable, Inc., a subsidiary of Star Mid-America, Inc., commonly referred to as Star
Cable, is seeking authorization for the transfer of contral and assignment of assets of the Star
Cable system to Marcus Cable Partners, Lt.
According to the Franchise Agreement, which has been negotiated betw�en the City of
Rosemount and Star Cable, the City has ta approve the transfer or sale of the company at such
time that that sale is entertained. This permission or authorization is done in the form of a
resolution, a copy of that resolution has been attached for your review and consideration. This
matter was considered by the Utility Commission, who serves as your Advisory Board as Cabte
Commission, at their last regularly scheduled meeting; February 7, 1994. In addition to
authocization from the City to Star Cable/Marcus Partners fior the sale transfer of property it also
provides an opportunity for the City of Rosemount to renegotiate or address questions,
problems or vioiations that local cable customers report to the Cable Commission.
To accomplish these negotiations and corrections of problems, Lakeville, Farmington and
Rosemount are considering a joint agreement whereby they would hire the services of the legal
firm Moss and Barnett to represent all three cities in the negofiiations with Star and Marcus.
This would require each City to compile a list of issues, questions or problems they have so that
they can be separately addressed to the cable netwark owners. I have attached, for your
review, a letter from Moss & Barnett that describes the services that they would be providing
and outline of time that they would feel committed to accomplishing this agreement and also to
conduct a public hearing. This publie hearing is currently proposed to be held on the evening of
February 28, 1994 or March $, 1994 at 7:00 p.m. in the Council Chambers at the City of
Lakeville.
The Utility Commission has reviewed this proposal and has made recommendation that City
Council authorize the joint efforts and further that the Utility Commission and Council Members ',
prepare questions which can be forwarded to the representative of the three cities, Moss &
Barnett. This is believed to be the most cost effective and expeditious manner in whieh to
acknowledge the transfer and address issues that we might have. Star Cable is offering to pay
all reasonable legal fees associated for the cities under a colJaboration effort.
RECOMMENDED ACTION: 1 . MOTION AUTHORIZING T0 PROCEED WITH JQINT REVf�W
AND PREPARATION OF A NEW FRANCHISE AGREEMENT WITH MARCUS CABLE
PARTNERS.
2. MOTION TO ADOPT A RESOLUTION AUTHORIZING THE TRANSFER OF CONTROL OF
CABLE TELEVISION FRANCHISE AND THE ASSIGNMENT OF THE ASSETS AND THE
FRANCHISE AS COLLATERAL.
COUNCIL ACTION:
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CONSENT RESOLUTION AUTHORIZING THE TRA.NSFER OF CONTROL OF
CABLE TELEVISICJN FRANCHTSE AND
THE ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
WHEREAS, the cable television franchise in the City of
Rosemount (the "Franchise") is currently owned and operated by
Star Metro Cable, Inc. (formerly Metro Cable, Inc.)
("Franchisee") , a wholly-owned subsidiary of Star Mid-America IV,
Inc. ("Star") , pursuant to City of Rosemount Resolution 1988-40,
adapted on Ma.y 17, 1985; and
WHEREAS, Star is a wholly-owned subsidiary of Star Mid-
America Limited Partnership, a Wisconsin limited partnership
("SMALP") ; and
WHEREAS, the Franchise was renewed in the name of SMALP by
mutual mistake of City and Franchisee pursuant to City of
Rosemount Ordinance No. XI.14, adopted on May 16, 1989; and
WHEREAS, City hereby acknowledges and ratifies Star Metro
Cable, Inc. as the Franchisee pursuant to the Franchise and the
Ordinance;and
WHEREAS, SMALP has entered into a Purchase Agreement dated
November 12, 1993 (the ��Purchase Agreement"� with Marcus Cable
Partners, L.P. (°Marcus") , a De].aware limited partnership,
providing for the purchase by Marcus of all issued and
outstanding shares of Star capital stock and the Rosemount City
Council (the "City��) has received a request from the Franchisee
for consent to transfer control of Franchisee to Marcus; and
WHEREAS, Marcus, as the praposed transferee of Franchisee,
from and after the date of the closing of the transactions
described in the Purchase Agreement, shall assume and agree to
perform each and every obligation of the Franchisee under the
Franchise;
NOW THEREFORE, BE IT RESOLVED, that the sale of the stock of
Star, the transfer of control of the Franchisee and assignment of
the rights, responsibilities and benefits of the Franchise from
Franchisee to Marcus, or to any affiliated company controlled b�
Jeffrey A. Marcus, is hereby permitted and approved; and
� BE IT RESOLVED FURTHER, that the Franchise (and the related
CATV ordinance) is in full force and effect without default
thereunder by the Franchisee to the date hereof in accordance
with its terms and conditions as set forth therein and that no
breach has occurred or is continuing under the Franchise; and
BE IT RESOLVED FURTHFR, that Marcus ma.y, at any time and from
time to time, assign or grant or otherwise conve� one or more
liens or security interests in its stock and assets, including
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its rights, obligations and benefits in and to the Franchise (the
"Collateral") to any lender providing financing to Marcus
("Secured Party°) , from time to time, that the City agrees that
consent to a transfer is hereby deemed approved if the Collateral
is assigned and transferred as a result of a foreclosure if
Secured Party is the purchaser of the interest conveyed as a
result of the foreclosure, that the City agrees that consent to a
transfer from Secured Party to a subsequent purchaser is hereby
deemed approved and if Secured Party is the purchaser of the
Collateral as a result of a foreclosure, Secured Party shall have
no duty to preserve the confidentiality of the information
provided in the Franchise with respect to any disclosure (a) to
Secured Party' s regulators, auditors or attorneys, (b) made
pursuant to the order of any governmental authority,
(c) consented to by the City or (d) any of such information which
was, prior to the date of such disclosure, disclosed by the City
to any third party and such party is not subjeet to any
confidentiality or simiiar disclosure restriction with respect to
such information subject, however, to each of the terms and
conditions of the Franchise (and the related CATV ordinance) ; and
$E IT RESOLVED FURTHER, that the consent to transfer herein
provided shall be effective upon and only effective concurrent
with the closing of the transactions described in the Purchase
Agreement and Marcus shall notify the City promptly upon the
closing of such transactions.
ADOPTED by the City on this day of , 199
CITY OF ROSEMOUNT
Mayor
Attest:
Clerk-Treasurer
JEB:gev:KLBs
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F'R�C'ESS FOR THE SA�,E QR TRARSFER OF A CAF3LE SYSTEM
IT�3DER MINNE�rA STAZ�J'FES SECTIOA 238
I • Parties to the sale or transfer of a Franchise shaZl make
a written request to the tranchising authority for
approval of the sale or transfer.
A. This written request, however, is not final until the
parties to the sale or transfer have cornpleted the
necessary application forms and returned them to the
franchising authority. _ _
B. The parties to the sale or transfer shouid be allowed
a reasonable time (30 dags) within which to complete
and return the application forms to the franehising '
authority.
�. Ugon receipt by the franchising authority of the
application forms, the written request from the
parties to the sale or transfer is final.
II. The franchising authority shall =egly within a reasonable
period of time from the date of the written request by
either approving the sale ar transfer or by determining
that a public hearing is neeessary.
A• A public hearing is necessary if ��he franchising
authority determines that a sale or transfer of a
franchise may adversely affect the companies '
subscribers .
�. The franehising authority shall review the financial,
legal, and technical qualifications of the buyer or
proposed transferee.
1. The f ranchising authority shall also prepare a
preliminary report to be presented to the Ci�y
Council and the egistinq cable company, as well
as the proposed transferee.
III . Notice of the public hearing must be qiven fourteen (14)
days before the hearing by publishing notice of it once in
a newspaper of general circulation in the area being
� served by the f ranchise. �- �
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The notice must contain the date, time, and place of
_ the hearing and must briefly state the substance of the
action to be �considered by the franchising authority.
IV. Within a reasonable time after the
public hearing, the �
- franchising authority shall adopt a resolution in writing
�� approving � oz denying the sale or transfer request. This
_ � _- .. � approval must not be y�reasonably withheld.
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In addition, this resolution may make findings which
include:
A. Amendments to the Franchise Agreement incorporating
the name of the new franchisee and any additional
modifications which are applicable;
�. Acceptanee of the agreement by the new franchisee;
C. Guarantees made by the parent corporation of the
franchisee;
D. Other closing requirements including c,losing e�penses
of the city, legal and consulting costs, and
corporate authorization to enter into the Franchise
Agreement; and
E• Opinions of the franchisee's legal counsel.
NOTE: The timing of the process outlined 'above and step5 to be
followed may be modified based upon the need to evaluate issues
in the Franchise that are unresolved and any necessary
modifications to the Franchise. This is �best accomplished -
through negotiations. Once the Applicatian is submitted to the
City, the City will identify any such issues or modifications
based upon current compliance by the eaisting cable operator
with Franchise terms and contiitions and the response of the
proposed transferee.
363Z140 �
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MOSS & BARNETT
. � . . .A PROiTSfIONAI ASSOCSATION . . . � . .
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Januarg 11. 1994
VIJ1 TELSF7►Y
Mr. Chria Oace
Cnble Coordinntor
._City of L3keville
20195 Holyoke avenue
P.O. Boz 95? •
Lakeville, t�i 55044
Be: Proposed Tra.nafer of O�nnerahip for the Cities of Farm3.ngton,
Lakevilie aad Bosemaunt, Mianeaota
Qur File Ho. 28381.1
Dcar Chris:
Pursuaat to our telephone coaversatioaa, I have outlined belox my
estimate for the tirne 2 �rill incur in reviewinq the propoaed traaafer froat
Star Mid-American Limited Partaership {MStar") to Marcus Cable Partness L.P.
("Marcus"). I iatend to revie�r tha transaction betrreen •Star and Marcua and
. prepare oae report rhich will be made available to each City. Ia thia xny I
hope to save both time aad money for all pazties invoived. Obvioualy, certain
steps �riil require specific consnitation for each pnrticnlar City. This is
particularly true .ritll reapect to preaentationa I niay condact at each
respective City Council and the greparation of unique doc�m►entatioa auch aa
- closing documeats to the e:teat the tranafer of orsierahip ia ultimntely
approved. Based on the foregoiaq tha falloxinq ia my eatimate far time on
this matter.
. �FOUIRED TI . TAS1C TO BE COMP -F'rFn ' -
- 12 Hours . Bevie�., on behalf of Farmingtoa. La]ceville and BosemoLvat,
FCC Fona 394, detai2s of the Star/Marcna �traasaction, ana
re2ated information zeqarding Marcua qualificatioaa.
8 Hours 8eqvest and reviex supplemental infonaatioa regarding
- legal, techniaal nad fiaaacia3. qualificationa of Marcua=
fo11oM-up consultatioa xith City repreaantativea aa Mell
as repreaentatives of the partiea to the traasaetioa.
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IviJSS & B 4RNETT • �
A Pxotz:s�oN�r.Assoczana.
Mr. Chris G3ce
:��ge 2 .
' .i,.:uz.xy I1, 1�94
24 �o�.:� Pr�paration a� � tr�sfe� c�� o+dne-ahip r�p�st for
r:.:-sn�l2r�ti:�:, ..�'r.e�i.31� :::�C? �tottea�o�t :�sarda.l�y �rc�poscd
traasaction.
8 .=�u��s Prap�:at�a:., o: closing doc�::�a�ion far Farni��ton,
La:.�viil� r.nd r�s�,oz::t i���uding� r�so?utio�.s fo� anv
:- . Cao2e Caascissio,�.s z�ad/or City :Caunc�Is. _ -any .. necessa�y
ordinr�ce arnenc�meata and acceptaaca aqreea►ents.
16 Hours Preparation for aad preaentationa before Fa�►inqtoa,
Lakeville aad 8oaeaiosat City Cavncila re�gardiag traaafe�c
� of oxnership report, cloainq documentatioa, �ay -
recoam�endations regardiaq transactian, aad action to i}e
tnken by City Counci2s. •
Total of o8 haurs at billable rate of �i10 ger hour equala �7,480.OQ plus
exnenses for travel, long-distnace tclephone, faz charges, photocopying, etc.
As r�e diseussed via telephone, the Citiea of Farmiaqton, Lakevil�e and
8osemount, Minnesota are coneerned xith tb.e costa they iaay incur as a result
of their reviex of this transfer of oxnership. fthile tbe Cities appreciate
the need faz Star to transfer owaership, I undsratand the communitiea are
generally quite pleased xith th� proqramcaing aad aervice pravided by Star.
Further, xhile the Cities reqzet t�sat Star xiii ao lcnger be providiaq such
service, they take very seriously their obligation to revierr the
qualifications of the proposed.traasferee, Ma.rcus, to enaure �the saiae level of
. service residents in each ccumnunity hnve come to ezpeet -xill be mazataiaed.
To ensure this reviex is coaducted properly a.nd all necesaary l�xs and
rec,slations are complied xith, the Cities have faund it necessary to enqar,e
the services of Moss � Barnett to aasist them zn th.ia process. I have
attempted to streamliue the process and the costa �rhich xi2l he incurred for
the benefit of all parties involved.
In that vein, and oa behalf of the Cities of Farminqton, Lal�eville and
Bosemount, I plan to request that Star and/oz Marcus reimburse the Gities for
the costs and expenses they incur as a result of the traasfer of oxnership. I
recommend the Cities seek a xritten understandinq regardinq thia isaue from
Star and Marcus. The fiqure �of $?,480.Q0 plus ezpensea repreaeata Masa �
- Barnett's good faith eatimate of the time and feea it �rill iacur aa a reault
of this traasaction. Zf additianal iasuea ariae duriaq the tranafar
proceedings xe xill advise the Cities at the earlisat gossible apportuaity and
provide an estisaate of any addstional time tbat a►ay be iacurred aa a result
thereof. Otherxise,- the tatal amount of �?,980.00 plus ezpensea for reviex of
the transfer of oxnership is a �igure xhich Mass & Barnett xil2 not ezceed in
reviexing thia matter.
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MOSS & BARNETT •
A Pnores,noNea.tissocuno►i
Mr. Chris Oace
Page 3
Jaauary 12. 2994
I have enclaaed for your conaiderntion aa Lnqaqa�sent lugreenent xhich �rill �
9'�v8m the ralntionship betxeen Mosa � Baraett aad t:.E Citiea durinq `thia
n.atter. Pleaae ravie�► the kgreemeat and contact a�.. wi�.� queationa or <
com�eata. �2ao, pleaae note that aeith.:�r Farminqtoa nor &oaamouat have yet
determined to proceed aa I have autlincd above. Thua I an proceeding with
preliminary reviar of thia matter on beha.lf of Lakeville until aa
i:nderstanding xit.'ri the other Citiea caa be reached.
Should you have anp queationa reqardiaq theae iaauea or if I caxi provid�e -
auy additional information, pleaae do not heaitate to �antact ree.
Very tru2y gours,
I�SS � BI�iBTT
--a Profesaioaal A,aaociatian
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-�/l.�v'`.^ �
� Bzia.n T. Grogna
BTG/slo
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Enclosure =
cci Mr. Larr Tho �
y mpson (via faz)
Ms. Susan M. Walsh (via faz) '
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E�dGAG��'T �,GREF..f��:T
Thzs ::ngagem�enu Agrecmen;: sets £or;.h �h.; agr�PT?nt be4ween
t`�e C3.ties o� �a.��n��o-., �a�:��•i�.:.e zL.d ���s�mou:�t, ;�z��sota
( c�.e "Cati�s`} , and ?�o�s � �azr.ett, A Pr��e�szonal :�.sso�ia�ior.
,._..,
! -::..ss � �a�a�:�.t" ; , ro.�cernzr� l�gal re�rese;:tation regarc�in�
+ ,.Y ..
- �T��o��:� tr�:::�s::er oi owr.ership py �n3 h���reen �tar
h�zd-A:•i?rican Limited Partners�ip dfb/a Star Cablevision
("S�a:. �) and Marcu� Cab�.e Partners L.P. ("M�x�iis") •
. :':�ss � E:rr_stt• wil� re�-es�n� �h�� Cities wii:� �ri�n
G����3an as t:�e primary a�torney and responsible attorney for all
services . Other professionals in this office will likely
pezform services on the Cities' s behalf in connection with the
services reierer.ced above other than B�ian ' Grogan.
Moss & Barnett w.ill use its best judgmer:t to determine the most
economical use of its attorneys and staff personnel.
2. Tho Cities will receive an itemized statement of
account from Moss � Barnett on a monthly basis, which
summarizes the services rendered and the costs ar�3 eapenses
incurred an the� Cities behalf. The Ci�ies agree that
Lakeville, Minnesota and its cable administrator, Mr. Chris
Oace, will serve as Moss & Barnett' s contact with �the Cities
for all purposes including the delivery of monthly statements
of accoun�. Bills are based upon hourly rates presently
ranging from $30 to $185 per hour for word pracessing, legal
assistant, law clerk and attorney time. WhilU the Cities will
be billed at the rate of $110 .00 per hour for the serv�ces of
Bzian T. Grogan, Esq. , time spent by other lawyers, law clerks,
and Iegal assistants in the firm of Mass & Barnett will ?�e
billed at ;�iie regular hourly rates o£ su�h employees. Tirne is
billed by the one-tenth of an hour, w:�.:�ch is the minimum time
charged for any serviee. Billed time includes aIl time spent
on the Cities behalf in connection with the matter referenced
above, including con£erences, telephone calls, draf�ing and
reviewing of documents and rnemoranda, preparing and reviewing
o� correspondence, negotiations, legal research, interoffice
conferences, and travel to and from locatior:s away from the
office. The Cities are r.ot bilied for secretarial time but
there is an hourly chaxge for the use of our word processing
system, if necessary.
3 . The Cities acknowledge that while there is a
possibility Star and/or Marcus rnay reimburse the Cities for aIl
or a portion of the costs and expens�s incurred in reviewing
the proposed transfEr of ownesship, the Cities remain
responsible for Moss & Barnett's fees and ezpenses in
perforr.iing the services described herein,
4 . The Cities will reimburse Moss & Barnett for all
reasonable and necessary costs and eap$nses incurred on the
Cities behalf. These costs and eapenses include charges for
photocQpying, long-distance tElephone cal.ls, de�ivery an�
m�ss�nger serviczs, telecopying, �STI�W, travel, and food and
lodging.
f � 81:.'Z140
� . The periodic statement of account which the Cities
will receive from Moss & Barnett will include a brief
description of �ct�vity on the matter. The Cities will contact
Moss & Barnett in writing within thirty' (30) days of receipt of
its statement if the Cities have a question regarding any
charges o�. its statement. If Moss & Barnett does not hear from
the Cities, it will asssme that there are no questions ,. or
problems .
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5 . All balances on the Cities accaunt are due thirty �
{30) days after the date of tre statement. Interest at the ��
legal rate shall accrue on the unpaid balance of the Cities !c
account �from �he due date.
6. This AGreement may be terminated £or any reason by
ei�-,her the Cities or Moss & Barnett upon giving thirty (30)
da;��s writt�ii notice �to the other. Zf such noti�e is qiven to
Moss � Baznett, it shall iiamediately cease work. Al2 fees and
costs incurred to the date of receipt of the notice will be
paid to Moss & Barnett. Otherwise, there shall be no further
liability to the Ci;.ies.
7. This Agreement contains all of the terms of thp
services and £inancial arrangement between the Cities and
Moss & Barnett and can only be modified by a written document
signed by both parties.
MOSS & BARNETT '�.
A Professional Association `
4
Dated: �` �
Hy /
_ Brian T. Grogan
The City of Farmington,
Minnesota
Dated: By
. Its
� The City of •Lakeville,
Minnesota �
Dated: ��
By
Its .�.
� . . . . . . ..4�£:
The City of Rosemount,
Minnesota
Dated• B�,
Its
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3anuary lE. 1994
Mr. Gary Nadolsky
Star Cablevision Group
254 Winne�ago Drive
P.0. Bos ?:�6;
Fond du La�. WI 54936-1167
�2e: Proposed Transfer of Ownership from Star Cablevzsion GrouplStar
A:idAmerica Limited Partnership to Marcus Gable Partners, L.P.
Dear Gary:
Pursuant to your letter dated December 14, 1993 regarding the proposed
transfer of osrnership betrreen Star Cablevision Group/Star MidAmerica Limited
Partnership ("Star") to Marcus Cable Partners, L.P. ("Marcus") the City of
Lakeville, Minnesota ("City") has engaged the' services of Moss & Barnett to
assist in revieFriug relevant matters r►ith respect to this progosed transfer.
4+'hile the City agpreciates the need for Star to sell the assets of its
cable systems to Marcus, the City also recognizes the importance of reviewing
the legal, technica2 and financial qualifications of Marcus prior to approving
the proposed transfer. If not for Star's proposed transfer to Marcus, the
City would not be required to ezpend any funds on this matter. Further, the
City recognizes the importa.ace of camplyinq with al1 applicable local, state
and federal regula�ions regardinq a proposed transfers and therefare has
- sought outside assis�ance to ensure the process is done thoroughly and
correct2y.
The City has discussed the proposed transfer xith the Cities of
Farmington and Eosemouat, Minnesota to passibly share costs associated �rith
the transfer proceedings between the three commun.ities. At the preseat time
only the City af Lakeville has retained the servzces af Moss & Barnett but Z
understaad the Cities of Farmingtoa and Rosemount are considering the matter
thraugh the agpropriate channels. In that vein, I have submitted the enclosed
letter to Mr. Chris Oace, Gable Coordinatar for the City, regarding the costs
and egpenses Moss o. Barnett erpects to incur in reviewing this matter. The
City, and IikeZy the Cities of Farmington and Rasemount, seeks . an up-froat
understanding regardinq the transfer related eapenses involved ia this pracess.
i h
MOSS & BARNETT
� �A PRO►PSSIONAL ASSOC7ATION � . . � � � � � � .
Mr. Gary Nadolsky
Page 2 _
January 18, 1994
For all of the above descr3bed reasans the City desires reimbursement for
the costs and ezpenses iacurred as a result of this tr�asfer proceeding. The
attached letter identifies, on a task bp task basis, the time and costs
anticipated by Moss � Barnett. It is a qood faith estimate an the part of
Moss � Earnett �rith respect to the total costs anticipated to revie�r the
proposed transfer for all three communities. T2ze City desires a,n
:•.cknowlzdgement oa the part of Star and/or Marcus reqarding reimbursement of
the costs and erpenses incurr�d. xesolution of �his issue will likely qreat2p
erpedite the trans�er process as this has been identifisd as a major concern
bY the City.
With resgect to •FCC Form 394 submitted to the City, I have revie�red its
contents and relevant attachments an8 • require the additional information
identified in the attached "Transfer Application" to cam�lete Star's • filinq
with the City so that the City xill have before it ali re2evant information oa
which to base a decision. Upon receipt of this additioaal information the
City xill condact all necessary revisxs and schedu2e appropriate public
hearings for consideration of the proposed tzansfer. The Gity intends to �
abide by all local, state and federal laws reqardinq the proposed traasfer aad
would greatly appzeciate any input or suqgestions an the part af Star or
Marcus regarding the procedure so outlined.
The City recognizes the importance for both Star and Marcus to espedite
the transfer proceedings and therefore will sooa draft an outline of the '
events which must take place for approval. Upon completion I xill forward
�
this outline for your revierr and request that you contact me• at your earliest
convenience regarding any sugqestions or modifications you deem necessary.
I look fo nrard to ti+orking xith you on this ver i
hopeful that I rrill be able to clarify the status af FarmingtonPandexosemount
regarding transfer approval in the near future,
Very truly yours,
MOSS & $ARNETT
� A Professional Association
�.�'�it.bc��T•
/ I -
Brian T. Groqan
BTG/s2o
.�::
1342BTG
cc. Ms. Jaae Bremer • ,,�,
Mr. Chris Oace �
_ Mr. Larry Thompson .
Ms. Susan Walsh '
e r
TRA14S� hPP�ICATIOR
a�'OR THE: �'iPPRO'4'AL OF A C�APG� OF OfiriSERSHIP
�F A CABLE Cd�ICATIOBS SYSTF�I+i �� FR�t�CHZSE �
January 18, I994
Prepared by:
Brian T. Grogan, Esq.
(612) 347-Q340
= MOSS & BARtIETT
A Professional Association
4800 Norwest Center
9Q South Seventh Street
Minneapolis, �1 55402-4119
(These forms are not for distribution or other use
without advance writtpn consent}
o Moss & Barnett, A Professiona7. Association, 1994
� �
�ODUCTION .
At the time of aw�,rding the cable communicatians �
franchise, the City of Lakeville, Minnesota ("City"} cons�dezed
and approved the technical ability, financial condition, legal
qualificatians and eharacter of Star Cablevision GroupJStar
MidAmerica Limited Partnership, and its o►�mers. These same
qualifications will be considered and reviewed as a part of any
change in ownership.
The �,pplicant is requested to use the following forms to
supplement its already completed FCC Form 394 to infarm the
City of the Applicar.t's legal, technical and . financial
�ualifications. In a�dition to the qualifications, the
Applicant is requested to identify any and all chan es
to the cable communications System now serving the C ty p�the
operation of that System or the franchise document. A copy of
the franchise document is available by contactinq the City.
In reviewinq a chanqe in ownership, the City will consider
and review the legal, technical and financial qualificatior.s of
the Applicant together with ang modifications requested by the
Applicant. The City will comply with any and alI state ':or
federal procedural requirements,
The City will consider a formal application for approval
of a chanqe in ownership to have been received upon receipt of
the following infarmation. Please provide ten (10) copies of
your response to this TRANSFER APPLICATION FOR THE TRANSFER OF
OWNERSHIP OF A CABLE CONII4ItTN2C,ATiONS FRANCHISE to the f o l lowing
address :
Mr. Chris 0ace �
Cable Coordinator
City of Lakeville
20195 Holyoke Avenue •
. ' P.O. Boz 957 •
Lakeville, MN 55044
- The City ezpressly reserves the right to request
additional information.
- Please also provide two (2) copies of your response tos
Brian T. Groqan, Esq, - .
Moss � Barnett
90 South Seventh Street
4800 Norwest Center
Minneapolis, NII� 55402-4129
1 �
. :a � .. �;�.�.:
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._.___.___._ - �_-
t:S'=.'� IX: i:12�.3 � -%J.t.1C?,v .dX;� ��1:.'. L'��'i:''S .�..1S�E:C.'. 171 t!':.a S�,'C'".:AvZ
:�ha�l �a�a t'r�e dollowing r�eani:�g:
1 . _ . � t�r.m "1._.:ili�L�." , ..._.. us�� �:+ z >`,__,:rcz ,:� ��.:-;
.:��li�.�:^'c or a Principal of tne,�Applicanz, sr:.=_11 menn
any Person ti�:at cirect].y, oz i�a�rec'_ _y, t:�rouqh or.e
c:: i,10�8 _z1�i:.�Ii1aG�:aTz�'S, C�n�;.�O1S , :7:. i5 CGn��^:.�.�^
h�-, oT---.�s undF:r ccr.���..�n -:��nLio� �;� v:� th� .;^��=ic� _ ��
t:�� ?�in:i�al a� zn� t�ppiic���L.
B. The Term "Applicant" shall mean Marcus Cable
Partners, L.P.
C. The term "�erson" shall mean any individual,
corporation, general or Iimited partnership, joint
venture, limited liability company, trust,
association, or other entity.
D. ThE term "Principal" , when used in reference to the
• Apglicant, shall mean (i) an� of�ic�r, director, or
beneficial owner of five percent (5�) or m�re of any
class of voting securities of the Applicant and aag
Affiliates of the Apglicant, {ii) any Person who
provides management or operational services with
respect to the "System" (as hereinafter defined} and
any officers, directars, or beneficial owners of five
percent (5�) or more of any class of voting
securities of any such Person, (iii) any general or
limited partner of the Applican� or any Affiliate of
�he Appl�cant and any officer, dirercor, or
� ben.e�icial owner of fiv� percent {5$.j or mo_e of any
class of voting securities of any such partner, and
(iv) any Person wha or �nich serves in a capacity or
stands in a relation�. ;:.ip similar to any of the
foregoing.
- E. The terrn "System" sha�l mean the cable communications
System covered by the Franchise Ordinance awarded by
the City to which this Application relates .
2 . Identification of Applican�
A. Apnlicant
Name
Address
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th.� fo�Za�ri�g: �-iaa c..
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:v �„� ����c€� o� "bet cha,zus,���
. d�dicate3 =or pubiic ugo puraua�� to th� ��ag-`
S�ctioa 7'j ° . _ � .
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_ t2) Contiau�d prcvi�;oa c! th� praduotiot� a�
�4uj.red puz�uan� to th� P�aachi�o, 8�tctioa�
• �3) Coati�ued F''�.miaet � -
a►xk. m��!�t�ce o. t�� �
c�aecti� rsc�uired pur�uant to tha F
ssctions 4.07 �chi�e,
� �.a�.
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. 8. Cicy her�by re�ievea Stas ot ita abiigatioa to z�ia; , "
. a secur3�y �� Pur�uant to the l�ranchjs• �
� BQc�iva 1�.07. '
;
t►• �..it�� �.Qa+aV� Z,�,LCZ�P L�� L[��Q+�v . a�� it�. � w� � � . . .... '_ . .
. u�c������, to axt�a8 tha ter� c�_�� �''��ztt
f1) y�� g� g+�::tua�i-�r I6, 1997 t0 ��ac�tia« },�r � .: . -
. �__._ ltttmz � �Y 1. 19g3. ruazy S6'r2g98, •a� �
�' �i� A�3reera�nt ia . .
�xacuroci br city anct st�r sor .
�o of camapro�de .th� eo,Ls
�ag' aad enttlia,3 tha matters f�ly,� �,�
. � it is �ess1Y underat8od sa���� , � '_
�t..thia , $e�.a coa,d,3t3oa h ::.._�
��nt eha22 sto� ca�st3t�tte pr � ���` °-•�.
. �` � +��sica os a�• k�,�� or � � coa�atramd.�to ��..
• 'dsztc3a8 a�:' ��a�iest� `�s`�
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e$ ' ' - .-._.....::
ai� or sll�g�tiona aasert�d. - �rz�aatae�a o� say►�;".•
3,
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ns:et t�cc•xe•�� ..___ •. - • --- - -- _
t r
CONCLUSION
This is the product of brainstorming. This is not a recommendation that we follow through
with any of these ideas. Some are much more important than others and we should :: �nsider
any changes or alterations to the franchise as a package deal of give and take between Staz and
the City
Above all, any extension of the franchise term should include the requirement that Star define
how they w:.I comply with ALL the existing franchise obligations currently in the contract.
As I have pointed out, there are quite a few things that Star is already ohligated to do tha; we
are not requesting be done. Ma�.dng changes to the franchise agr�ment should not be
embarked upon lightly. However, if any changes are to be made, all possibilities should be
considered at that time.
The franchise states (section 9.01 D) that the advisory body shall submit a report a year before
the franchise expires that includes a written appraisal of their performance along with
following items: (1) Channel Capacity, (2) Channel for access cableca.sting, (3) Facil;.ies and
staff as�istance available for access cablecasting, (4) Two-way capability, and (5) The need for
further service to be extended within the Franchised area.
Most of the points I've riised deal directly with these topics. These are the areas of
Performa.nce that the writers of the franchise were most int�;rested in.
Christopher Qace
Cable Coordinator
Christopher Oace Page 4 FRENEW 1.WPS
. 4 � . . . . . . . .
MEMORANDUM
TO: Brian Grogan �
FROM: Christopher Oace
FII-E: QUESI.WPS �
DATE; .Tanuary 14, 1994
SUBJECT: �uestions for Marcus Comr�unications and Star Cable �
Please review and alter the wording of these questions as soon as possible. I would like to
give a revised copy of these questions in advance of Thursday's meeting. I may come up with
additional questions and concerns between now and Thu:sday also.
l. How does Mareus plan on keeping the pay for tneir ca.blecaster (a Star employee)
competitive with their other cablecasters at Star?
Star ha,s reot g:ven John Morrison a raise in over three years. They are obligared to
�rovide a cablecaster for 25 hours per week to work on the government channel.
2. How does Marcus intend to run ac;cess in a non-discriminatory manner? �What rules will
Marcus place on who may use the facilities?
Srar Public Access had a written policy thar denzes access ro those under�8 years old.
This is viewed as a discriminatory practice whose motive is to reduce the use of access.
3• What are the job descriptior.; of the staff now employed for public access? What are their
duties?
Last year's agreemenr that led to getring the studio zn the new high school mwulated tytat
access be mairrtained as is...Whc exactiy is the current status?
4. l�iarcus has stated that in their other systems, they use a outcomeJgoal based system to
evaluate the performance of their access employees. What is that system and will it be
implemented in their newly acquired Star system?
5. Star currently maintains all cable board members on a special annual billing rate, Will
Marcus continue the same billing policies of Sta.r?
There is nothing in �he franchise to support rhis staxa�s. However, Star o,,j�'ered a totally
free "P" Palirical starus service. The ciry opted to prry for basic and receive the "P"
service (the enrire packuge)
6. What is Mazcus's plan for im�lementing the new FCC customer service standards for their
public access customers?
7. When and in what exact form will Marcus make their financial reports? With how much
specificity? t
�ar.�s� Au���. t�ph G�. i��Y"�t�(�.��OP of =� ��'�(��
� tro.i
8. Wh�t is Marcus's plan for ensuring access equipment is repaired and replaced in a timeiy
manner?
1/ ' / ,
��,ry��( ta ���� . �a �;c. ��.c�iau.
�
1 }
��saF���v�x
TO: B�b r ric::son
�=JC'��'-• C!1::Ji %;:�,;r DeC.'::
s3:�,TE: 12/1/S2
rnt-� �}-+ r
Sj�.c%�!:...Cl: •:�:���ctior.� 1�~ I12:'rniCu :a���yl�n.r:��i?$ii)n C�"?r'c��$
I:� reviev�;,^Q the ��nc�-+�s� znd noteS f:Ori7 tYle 12ct I��� yP.zrs, I've p�zt to^.�her s�ti;��
. �C` RO��'��� ��<'..� r�1P.1�� t.no t o .�n ♦ y �-1 u I a '
•1�� .�.,�s :or �, � �r�.�chis., could �e s_,.,n��:'? ne�.. I hati-e r_o��� �ner• th., `on�:,
::.:�?'S .'_' 2 SY'`�IIl:. i;:C','iS1Q:7 C: u:_ ii�::i?1SZ. SC':T:� SU�a::S'.:�7::5 t;�,� :l0 r��2.:P.�7 1%.'^vi�i.
t�e cu�:ent francr::..�. I make no ::iaims o`er,�::�rce4�;liry with any items on this list. T'rss'is
j�,:st a partial wish list of topics that I see room for improvement.
SYSTEM DESIGN
-joint trenc':�i.�a shauld be mandatory, perhaps a permit would be necessary if tn�y dig
separately from other utilities
- better defuu::ti.� of section 4.44 "After service has been established by activating trunk
cables far any area, franchis� shall provide service to any requesting subscriber within that
area withi.r: 90 days fr�m the dat�: of the request." Define "Activating", and "for any area".
- The two-�al• capability has no timeline for implementation. If we are not going to
enforce it, we could use it to trade away. If we ever try to enforce it, they are in clear
viol2tion with the existing system but with no timeline for en`orcement.
- S��StPr� test resul:s s�a� s b� au�omatically forwarded to the baard. Currently the r��a:d
can ask far sw��ps, but �i::�e St.:s does them somewhat automatically, we may jus:;�ran�
ti-�em to forwasd them autorr.atically.
- Accentable leveis of si;nal leakage before Star could impo�e a charge for additional
outlets. Curr�ntly, Star char� :s for addidonal outlets beca�se they want more control over
the number of active outlets �: a house. They say that the FCC will fine them if they
exceeci the allowed level. To :ny �owledge, the FCC has rarely enforced this requirement
and it is just being used to ch�.:;e more for rninimal service delivered. Perhaps there could
be a test for signal leakage and a cost for repairing that reflects the actual labor involved.
Perhaps a one time only cost for installing additional outiets and no monthly cost that
assumes there is leaJ�.ge.
- Monthly reports of camplain�s and outages and their reasons.
-Monthly report of "non-ins`,alls" or people re�uestinb cable hst denied due to line extension
provisions.
Christo�her Oace PaQe 1 Fr�F'�T�.Wt wpc : �
I }
- Provision for City employees or contract companies burying unburied cables "drops°
and billing Star if, after a certain time, the cable is still strewn across someone's property.
SERVICE PROVISIONS
- Change or adopt Ianguage in rate section that matches the new 1992 Cable Bill. Sutce
1984, tne City has not been able to enforce any provisions of the rate control section oi the
franchise. Some or the wording would work with the new bill. If we could strike the
unenforceab':e sections and enforce the some of the current sections, that might give more
enforceability to the desire to re-regulate the basic tier.
- Estabiish customer service standards b,� ordinance that are at least as strict as the NCTA
(National Cable Television Association) Voluntary standards. Many complaints concern
unresponsive action on Star's part. We currently have very little to say about haw Star
treats it's customers.
- The r uirem.ent for two way capability extends to non-voice return communication in
sectxon . Their current system does not provide for this. If this Wide Area Network
provisio is no oing to be enforced, we should trade it awa for some '
/ � Y th�ng we want.
- The city should have the ability to add a bill stuffer into the cable bills if the information
concerns Lakeville Cable TV subscribers (must be cable related info)
- The iastitutional network was a requir�ment of the franchise that has not been invoked.
Either we should ask for a timeline for it's construction or trade it away for something we
want.
COMIY.[1;TNTTy ACCFSS CE[��NNELS
- Access channel �edication should be described in Megahertz rather than actuai
channels. With video compression, many channels can be sent in the same megahertz
bandwidth that one channel occupies today. This allows for the future expansion of PEG
channels within the agreement.
- A. distincf�on should be made between character generated "program.ming" and video
"program.m,ing", This is imgortant when dealing with channel expansion
- The procedure for rulemaking needs to be clarified. The franchise states that Star shall
"establish rules, subject to the approval by the Franchisor, pertaining to the aczninistration
of the specially designed channels..." Even though we have formally asked Star to change
certain rules, there is na clear-cut procedure for imposing the wording we want.
Christopher Qace Page 2 .FRENEWI.WPS
I
t i
- Eitlzer "State of �he Ar:" needs to be dei'ined or speci�►c equipment must be a�reed upoa
at f�:e tu��e of th� renenoti�tion. Also defineti �hould t�e "F;.�uipmer�, and t=�rsoai�el
tlz.C.;;531`�' iC�. inC P'QdllCil07 �iG�i2:1:P."::•.� �:_ T., �.� .�� �. �• � •t,P 1. t r
, 4 t�la ac}:.. 1.'ho d �ermine� .�,,, �ti•e. o.
,i:.:ii� 1�:� �ii!1c;S Of ii� "✓:OciUCi1U:1 CGOiQ.;�cCQf'� a.`�cCh S:�?�:i0 S�CU:I� ciC� �;; cefin�c'.
i�p..ed is c;�::�n�ly deiinrd b 1 suoscr.be; gestior. of lU� or I��s than SOG si�natures (ahout
�00 �c�: I.�:�;v�lie). Th:�u�'�� t��:e �it�� c�: c�.�r�;::.�e r�:.�, is .,s�te o. i't;� �" th�re is r_o
T
provision �or �uaiity of p�rsonnel or competency. �
- ���L t�•pe of Zn�ual reriew P:acess s��ilar to �;��at a n�n-�:r*it has t� �c3 t�rou��: t�
i:>:: i:'21I' COL::��1C; ;CuC::rt'Ct�. 'rr'�ii; t�.�, i:Fi?]C�?2S?p. p.S TOiI� c.S .SisT 1S i' ''. ::�•t + �;,,
r..sy�::>=��e fo;�u:��.,
access, th �e should be som� w•ay tnat the cities can objecti��ely revi�w thei►-compet��^�.
- A capital grant for equipment or facilities for public access. Since money above and
beyond the franchise fee cannot bo for operati�ns, a capital grant with a timeline for
replacement (cr at least review) should be agree�i uvon in the franchise. The va;ueness in
the franchise only h�lps the group responsible�or taiang the action...t��e cable comgany.
CONSTRUCTION OF T'�SY SiEI�'i
- Customers who complai.n about the location of the ped�tals shouId be toid the City has
the right to help resolve disputes over the Iacation of the boxes. City has the right to
control placemen: of the cables and equipment in the right of way.
- Provision 8.03 concerni.ng the Iocation of cables so as not to "enda.nger or interfere with
the usual Use of the streets and public places" should be cited and applied conce;ning
unburied drops in yards where children are apt to trip over said czbles.
, - Agreemen�s between Star and customers wis�i�b aerial rather than buried cable should
be sent to the City for approval. (rare but happened last week)
�
- Section 8.11 concerning extend:ing service needs to be strengthened and defined. it reads
"The F_ranchisee shall extend its system into an area if there are at least ten subscribers per
one quarter mile of trunk and distribution cable." We cunently allow Star to use distance
from the Iast active pedestal to define distance from "trunk and distribution cable". You
suggested some other form of cost sharing with the developers. Either way, this area will
be growing for some time and we need a better line extension policy, or more enforceable
at Ieast.
-Better definitian of terms "trunk" and "distributian cable" in Section 8.12. It states
"Franchisor shall install trunk and distribution cable in all new subdivisions." Does
dis�ibution cable include cable from the pedes�al to the house? Often this is put in only
when people sign up, disturbing their yards.
Christopher Oac� Page 3 FREI�TEW l.'��►TPS
� }
State Incarporat�d
Partne�-shzp _ ' _
�ro-�rzeto��}:��
o�her (�'d�r��:.fy)
Date o� Incoracr���:.ion of Formation
$. 7�A+��-' �1C:��lt� _..< p'_i i"ir'1'J'r.� S
;: .:.s�. ide:;.i�y all Drincipals of the hppl�c�rt,
s�ating trpir names, �heir re2ationship to the
App�icant or its Affiliztes, and/or the capacity in
which they serve the Applicant or its Affiliates.
C. Basis �oT Acvuirinct Ownersh��. Zndicate �,-hether
ownership was acquired at same per-share co:� as
other owners; and if not, whether services or other
in-kind contributions are included as a basis for
acquiring ownership.
D• 3u-:-0� . P.�reer�en�,. Indica+�e wnether a �uy-out
agreement e�ists, whether written or verbal, givinq
other stockholders or the organizati.on itself the
righ� to acquire the interest of local stockholders
in the future. If such an agreement does ezist,
describe its terms and conditions or attach a copy.
E. Ownership in Oth r Cammunica �,ions Me��. Indi�ate
whether the Applicant or any of its Principals ho18
an ownership interest in other mass communicatioas
media (defined as television stations, common carrier
or television network) in the cable service territorg.
�`f
! f
State Incorporated
Partner.shi� _ '
ri0?�rlE.'t0?':�}??�
Other (Iderttify) _____
Date o� Incorpor•�':.ian of Fo=mation
B. I�,��„�.ficatio _'f �r;ncit�als
�=w :.as�. ide::;.i�y all nrincipals of the Appli.cant,
sLating their names, their relationship ta the
Applicant or its Affiliates, and/or the capacity in
which they serve the Applicant or its Affiliates.
C. Basis fQr AcQuiring (Zwrie,�shin. Indicate whether
ownership was acquired at same per-share co.t as
other owners; and if not, whether services or other
in-kind contributions are included as a basis for
acquiring ownership.
D. �uy-��� A�re�ment. Indica+�e whether a buy-ant
agreement e�ists, whether written or verbal, qiving
other stockholders or the organization itself the
right to acquire the interest of local stockholders
in the future. If such an agreement aoes ezist,
describe its terms and conditions or attach a copy.
E. Qwnership in Qth�r Communieations Med�,.�. Indicate
whether the Applicant or any of its Principals hold
an ownership interest in other mass cammunications
media (defined as television stations, common carrier
or television network) in the cable service territory.
i �
� F. �ocal RevrPCA„+-at-;�
Identify alI non-ernployees that may represent the -
Applicant in these proceedings, includinq attorneys,
agents, lobbyists, etc.
G. �ultinl Svst-�m� Overa nr -
Will any of the Applicant's Principals guarantee the
papment and performance of the Franchisee' s
obligations under this franchise?
5
, .
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1.. �1�...�.,.+- "—.^.s:�r-'r„ `,,S
'�- .- - 4:.:�[.. . �
List be7.cw cab�e �or,sn� icatior:s S�st�:ns owned, cperated or
c�ntr�ller� b�: the A:�i�ca:.� or a�y Princi1-a1 of �he
h��li��r.� . •
� ! ���.e xra::�:�:.se �
�kard (in�icate
Municipalit��, with x if this Number o€_
Name of Contact Person is a �2enewal or Current
Franchise holder Phone Nu.rsber Eztension) Subscribers
I
�
, �
2. F�_ ��'ranch_ i s.�
List below every community where the Applicant or any
Principal of the Applicant has received a cable television
franch�.se o� operated a cable Systern and subsequently
disposed of all ar a majority of its interest in such
franchise or S�stem.
Name of Community Date of Date of Reason and
Franchise Holder Contact Franchise Franchise Manner of
or System Holder Phone No. Award Disposition Disposition
�_
7
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4 . �rim�nai ProcPPr��nQs
Has the App2icant or any Principal of the Applicant ever
been convicted in a criminal proceeding (felonies or
misderneanors) in which any of the following offenses were
charged?
�..�t �Q
A. Fraud, bribery, eztortion
" or embezzlement
B. Taz evasion
C. Perjury, jury tampering,
obstruction of justice, or
. other misconduct affecting
public or judicial officers '
performance of their public
duties.
D. Fal;;e, misle�ding or
deceptive advertising
E. Anti-trust violations, state
or federal
F. Violations of FCC rules and
regulations
G. Conspiracy to commit any of
the foregoing nffenses
5. Disposition of Criminal CharQes .
If the answer to any question above is affirmative, attach
a separate stateme:.t describing the Person involved and
the disposition of each criminal charge, in�luding the
date, court, sentence, or fine.
- 6 . Givil Proc -PdinaS
Has the Applicant or any Principal of the Applicant ever
been a party to a civil proceeding in which it was held
liable for any of the followinq or is now a. party to the
proceeding?
�.� T�Q
A. Unfair or anti-campetitive
business practi�es
9
,s � . r,
B . A:�ti-t-���st violations (sta�e
a�d `� �ra1) including
ins�ances in ��hich consPr.�
� GaCrCns wsre entered into � � �
C. violatio_�.s of securities 1z�,•s
(:tate ana feder�l}
D. False, mislea^inq or deceptive
`dvQr�ising
_. k'=oi.�`i.oi:s of FCC r�I.es ar.d
reg`1?a�iCriS
7. Disposition of Civil PrQceedina�
If the answer to the above is affirmative, identify the
Person- : involved and Qescribe the nature of civil
proceeuing` and its disposition.
8. Business Licenseg
Has the Applicant or any Principal of the �pplican� ever
had a business license (defined to include FCC licenses,
broker-dealer, alcoholic beverage and restaurant ?� �ense,
etc. ) revoked, suspended or the—renewal thereof der._�d, or
is Applicant or any Principal af the Apglicant a party to
a praceeding that rnay result in the same? If so, identify
the Y;.�siness license wr,ich has been revo}�:ed, suspended or
not re:��wed and oiher relevant information regardinq each
such license.
9 . Cable Franchise Violations
Has the Applicant or any Principal of .the Applicant ever,
as the result af an adjudicated proceeding, been .found ia
violation (other than routine service complaints) of any
franchise ordinance or agreement, contract or =egulation
governing ang cable communication System owned or operated
by them in the State of Minnesota or elsewhere? Zf so,
identify the nature of such judicial or a3.-3inistrative
proceeding, giving the garties, the date, name of
tribunal, and result or disposition of that proceeding.
. � � .
10 . �ranchi�i na A»tt,�,-;t-•• 7; �;Qat�on
Has the Applicant or any Principal of the A�plicant ever "�
initiated litigation 'against a franchising authoritg or
has a franchising autharity initiated litigation against
it? If so, id�ntzfy the franchising authority involved,
the court or administ=ative agency in which that
litigation was docketed, the nature of the controversy
that was the source of Lhe litigation, th�� disposition or
result of that litigation, and any other relevant facts.
11. Chanaes to hP SystPm
Is the Applicant proposing or will the Applicant undertake
any changes in the System, includinq, but not limited ta,
the following areas: system upgrade or rebuild, equipmen�
or facilities changes, maintenance or testing procedures,
interconnection with other Systeias, institutional network,
etc. Please describe- in detail.
12. Chanaes in the O�eration of t-he Svstem
Is the Applicant proposinq, or will the Applicant
undertake any changes in the operation of the System
including, but not limited to, the fol3owing areas: rate
increases, programming changes, changes i.n lacal
origination or P.E.G. access, financial support of local
origination or P.E.G, access, changes in orqanizat�onal
structure or the number or location of local origination
or P.E.G. access channels, customer service practices,
- billing practices, personnel, marketing apptoaches, etc.
Describe in detail.
11
. � � .
l3 . �hanv�s �o �he Fr�nchi�e
Is th� Appl.ican� zequ�st_-..g cr ��il.l the Ap�licant recru�s�
a:;v cnG�ges t� th� frar� _:is� doci:ment (�vail.a�i� t:+�•�uga
. ,
�=:? �':.L� / • �eSC�l}J? �n �.-.�nl... .
1w
-� . h r
Describ� in detail any other information that you believe
woula assist ti:e City in review and approval of the change
in ownership and not otherwise covered in response to
oth� r questions in this Application.
��,�
�
iz
A �. ` � . . � . �
FINANCIAi, Oi1A1,IFICATION�
1. The Applicant and its Principals needs to prowide ptoof of .
financial qu�lifications by providinq the following (t�
�� e��ent not aireadv inc2udp�3 aS part �f FCC Form 394
.�-��g.) •
A. Annual Profit and Loss State�ents for the most recent
three to five year period.
B• Annual Balance Sheets for the most recent three to
five year period.
C• Annual Cash Flow Statements for the most recent three
to five year period.
D• Loan Agreements or a Commitment letter.
E• A description of all sources of financing : with
sugporting documentation for each source. For
ezample, for wlimited partnerships, a praposed
prospectus or o�fering circular; for a public
corporation, registration statements and ail othez
forms filed with the SEC.
F• Pro forma Projections of annual operating data (i.e.
homes passed, subscribers, rates, etc. ) for the life
of the franS�hise. �� � �� � �
G• Pro forma Projections af annual revenue and operating
eapenses for the life of the franchise.
H• Pro forma Projections of annual capital ezpenditures
for the lif�� of the franchise.
I . Pro forma Projections of annual cash fiow for the
. life of the franchise.
2. Star nee�s to supply the folloc�ring financial infcrmation
for the past three (3) years of operation: �
A- A statement of annual operating resul�s including
households passed, basic service subscriber counts,
PaY �'�7 subscriber counts, and � subs�riber rates.
Monthly operating results for the most �recent twelve
month period should also be included.
B. Annual Profit and Loss Statements ineluding the
operating eapense detail for the balance of the
f ranchise term.
C• Annual Balance Sheets.
D• �Annual Cash Flow Statements.
13
• � . y
����er,� Finar^=al Goa��>
Doe� th� �yst�m no�Y servi.ng �he czLle se:-vice territory
me�t the z.•::alica:�i ' s `in�r.cidl c:;als? `r�:n}- :.ow? Z= no�,
ci� �uss _n c�¢tail 'r��w ;:!�e f: za�z:- ,.�_ ne�fcr:;��n:� cr :.ne Sy�:e:,
wz�:.1 be :.m�ro°�eu. i:ny d:: �c�ss�on s'r.ouln a?so set fozt'r. zny
ope�atir�g assu.�ptio7t> ±ncludi.ng, but nat limited to, t;�e
�0.�..'.^'r:�.Il�: T�GLE ��]C_'c?8525� 1'-7L:�ieS� :-3��5� 17r.ri SO'.IiC�S Q:
ret anue, mar):�;.ing, cor.salic�a�ion, etc.
8?7Z340
_ ;
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