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Res. #15-006
<br /> A RESOLUTION CONDITIONALLY GRANTING THE CONSENT
<br /> TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE
<br /> AND CABLE TELEVISION SYSTEM FROM
<br /> COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC.
<br /> WHEREAS, the North Metro Telecommunications Commission ("NMTC"), a Joint
<br /> Powers Commission comprised of the municipalities of Blaine, Centerville, Circle Pines, Ham
<br /> Lake, Lexington, Lino Lakes and Spring Lake Park, Minnesota("Member Cities"); and
<br /> WHEREAS, Comcast of Minnesota, Inc., ("Franchisee") holds a franchise (the
<br /> "Franchise") with each of the Member Cities to operate a cable television system (the "System")
<br /> in each respective member city pursuant to a franchise ordinance (the "Franchise Ordinance");
<br /> and
<br /> WHEREAS, Section 10.5.1 of the Franchise Ordinance requires the City's prior consent
<br /> to a fundamental corporate change, including a merger or a change in Franchisee's parent
<br /> corporation; and
<br /> WHEREAS, the NMTC's Joint Powers Agreement includes the power to administer and
<br /> enforce the Franchise; and
<br /> WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the
<br /> NMTC and/or the Member Cities as the Franchise holder, pursuant to prior transfer resolutions
<br /> (the "Prior Transfer Resolutions"). The Prior Transfer Resolutions, the Franchise, the Franchise
<br /> Ordinance, and the Franchise Settlement Agreement together with any applicable resolutions,
<br /> codes, ordinances, acceptances, acknowledgments, guarantees, amendments, memoranda of
<br /> understanding, social contracts and agreements, are collectively referred to as the "Franchise
<br /> Documents;" and
<br /> WHEREAS, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of
<br /> Comcast Corporation("Comcast"); and
<br /> WHEREAS, Comcast, as the ultimate parent corporation of Franchisee, has agreed to
<br /> divest and transfer the Franchise and Cable System to Midwest Cable, Inc., in a process
<br /> described in the Transfer Application (the"Proposed Transaction"); and
<br /> WHEREAS, immediately following the closing of the Proposed Transaction, Midwest
<br /> Cable, Inc., will be renamed GreatLand Connections, Inc., and, for the purposes of this
<br /> Resolution,the transfer applicant will be referred to as "GreatLand"throughout; and
<br /> WHEREAS, Comcast filed a Federal Communications Commission Form 394 with the
<br /> NMTC on June 18, 2014, together with certain attached materials, which documents more fully
<br /> describe the Proposed Transaction and which documents, with their attachments, contain certain
<br /> promises, conditions,representations and warranties (the"Transfer Application"); and
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