Res. #15-006 - Conditionally Granting the Consent to the Transfer of Control of the Cable Television Franchise & Calbe Television System from Comcast Corporation to Greatland Connections, Inc.

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WHEREAS, under the Proposed Transaction, the Franchise and Cable System will stay with Franchisee, and its ultimate parent company will be GreatLand; and WHEREAS, under the Proposed Transaction, the ultimate ownership and control of the Franchisee and the System will change, and it requires the prior written approval of the Member Cities; and WHEREAS, Comcast, through its subsidiaries, provided written responses to some of the data requests issued by the NMTC, including directing the representatives of the NMTC to publicly filed and available information, and information posted to Comcast Corporation and other websites (the "Data Request Responses"); and WHEREAS, the NMTC reviewed the Transfer Application and considered all applicable and relevant factors; and WHEREAS, in reliance upon the representations made by and on behalf of Comcast of Minnesota, Inc., Comcast, and GreatLand, to the NMTC, the NMTC recommended that the Member Cities grant consent to the Proposed Transaction, so long as those representations are complete and accurate; and WHEREAS, the City's approval of the Proposed Transaction is therefore appropriate if the Franchisee will continue to be responsible for all acts and omissions, known and unknown, under the Franchise Documents and applicable law for all purposes, including (but not limited to) franchise renewal. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CENTERVILLE AS FOLLOWS: Section 1. The City consents to and approves of the Transfer Application in accordance with the Franchise Ordinance, subject to the following conditions: 1.1 Neither the Franchise, nor any control thereof, nor the System, nor any part of the System located in any municipal public rights-of-way in the City or on municipal property, shall be assigned or transferred, in whole or in part, without filing a written application with the NMTC and obtaining prior written approval of such transfer or assignment, but only to the extent required by applicable law. 1.2 The City's approval of the Transfer Application is made without prejudice to, or waiver of, its and/or the NMTC's right to fully investigate and consider during any future franchise renewal process: (i) Franchisee's financial, technical, and legal qualifications; (ii) Franchisee's compliance with the Franchise Documents, except as set forth in the Franchise Settlement Agreement; and(iii) any other lawful, relevant considerations. 1.3 The approval of the Transfer Application is made without prejudice to, or waiver of, any right to consider or raise claims based on Franchisee's defaults, any failure to provide 2