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Attachment C
<br />48
<br />WHEREAS
<br />49, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of
<br />50Comcast Corporation (“Comcast”); and
<br />51
<br />WHEREAS
<br />52, Comcast, as the ultimate parent corporation of Franchisee, has agreed to
<br />53divest and transfer the Franchise and Cable System to Midwest Cable, Inc., in a process described
<br />54in the Transfer Application (the “Proposed Transaction”); and
<br />55
<br />WHEREAS,
<br />56immediately following the closing of the Proposed Transaction, Midwest
<br />57Cable, Inc., will be renamed GreatLand Connections, Inc., and, for the purposes of this Resolution,
<br />58the transfer applicant will be referred to as “GreatLand” throughout; and
<br />59
<br />WHEREAS
<br />60, Comcast filed a Federal Communications Commission Form 394 with the
<br />61Commission on June 18, 2014, together with certain attached materials, which documents more
<br />62fully describe the Proposed Transaction and which documents, with their attachments, contain
<br />63certain promises, conditions, representations and warranties (the “Transfer Application”); and
<br />64
<br />WHEREAS,
<br />65 under the Proposed Transaction, the Franchise and Cable System will stay
<br />66with Franchisee, and its ultimate parent company will be GreatLand; and
<br />67
<br />WHEREAS
<br />68, under the Proposed Transaction, the ultimate ownership and control of the
<br />69Franchisee and the System will change, and it requires the prior written approval of the City; and
<br />70
<br />WHEREAS
<br />71, Comcast, through its subsidiaries, provided written responses to some of the
<br />72data requests issued by the Commission, including directing the representatives of the Commission
<br />73to publicly filed and available information, and information posted to Comcast Corporation and
<br />74other websites (the “Data Request Responses”); and
<br />75
<br />WHEREAS,
<br />76 the Commission reviewed the Transfer Application and considered all
<br />77applicable and relevant factors and has recommended conditional approval by all of the Member
<br />78Cities; and
<br />79
<br />WHEREAS,
<br />80 in reliance upon the representations made by and on behalf of Comcast of
<br />81Minnesota, Inc., Comcast, and GreatLand, to the Commission, the City is willing to grant consent
<br />82to the Proposed Transaction, so long as those representations are complete and accurate; and
<br />83
<br />WHEREAS,
<br />84 the City’s approval of the Proposed Transaction is therefore appropriate if
<br />85the Franchisee will continue to be responsible for all acts and omissions, known and unknown,
<br />86under the Franchise Documents and applicable law for all purposes, including (but not limited to)
<br />87franchise renewal.
<br />88
<br /> NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF ROSEVILLEAS
<br />89
<br />FOLLOWS:
<br />90
<br />91
<br />92Section 1. The City’s consent to and approval of the Transfer Application is hereby
<br />93GRANTED in accordance with the Franchise Ordinances, subject to the following
<br />94conditions:
<br />95
<br />2
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