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Exhibit D - 2012 Settlement Agreement <br />Settlement Agreement <br />This Settlement Agreement and Mutual Release is entered into this I" day of <br />March, 2012, between Comcast of Minnesota, Inc., a Delaware corporation, Comcast <br />Cable Communications, LLC, a Delaware limited liability company (collectively <br />"Comcast") and the North Suburban Communications Commission, a municipal joint <br />powers consortium established pursuant to Minn. Stat. § 471.59, as amended, (the <br />"NSCC" or the "Commission") consisting of the municipalities of Arden Hills, Falcon <br />Heights, Lauderdale, Little Canada, Mounds View, New Brighton, North Oaks, <br />Roseville, St. Anthony, and Shoreview, Minnesota (hereinafter "Member Cities"). The <br />NSCC and Comcast are collectively referred to herein as the Parties. <br />Recitals <br />WHEREAS the Member Cities have awarded cable service franchises to and <br />entered into franchise agreements/ordinances with Comcast's predecessors in interest to <br />authorize the provision of cable service over a cable system (the "Franchises"); and <br />WHEREAS, when Comcast acquired AT&T Broadband, it agreed to comply fully <br />with the Franchises; and <br />WHEREAS, as part of the past performance review specified in Section 626(a) of <br />the Cable Communications Policy Act of 1984, as amended, 47 U.S.C. § 546(a) (the <br />"Cable Act"), the Commission, on behalf of the Member Cities, commenced a franchise <br />fee review of Comcast's franchise fee payments for calendar years 2009 and 2010, and <br />subsequently extended such review to 2011 with respect to the allocation of revenues <br />within bundled service packages (the "Review Period"); and <br />WHEREAS in the course of the franchise fee review, a dispute arose over the <br />extent of Comcast's obligation to provide records, data and certifications in accordance <br />with the terms of the Franchises, and the adequacy of Comcast's responses to the <br />NSCC's written requests for records, data and certifications; and <br />WHEREAS, the Commission adopted Resolution 2011-04 authorizing its <br />Executive Director to issue a Notice of Violation to Comcast; and <br />WHEREAS, as a result of the Commission's determination that Comcast failed to <br />furnish requested records, data and certifications, the NSCC issued a Notice of Violation <br />to Comcast on November 15, 2011, which afforded the company 30 days to effect a cure <br />(the "Notice"); and <br />WHEREAS, the Commission adopted Resolution 2011-05 authorizing the <br />Commission's Executive Committee to take all steps necessary to draw on Comcast's <br />letter of credit in the event Comcast remained in violation of the Member Cities' <br />Franchises after the expiration of the cure period stated in the Notice; and <br />