10-22-2014 Council Agenda - Laserfiche WebLink

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or exercise any right with respect to the Franchise Documents and the relationship thereby established with the Member Cities and the Commission that could not have been exercised prior to the Proposed Transaction. 1.12 GreatLand assures that it will cause to be made available adequate financial resources to allow Franchisee to meet its current obligations under the Franchise Documents and enable Franchisee to maintain through 2015 the current operational and customer service levels taken as a whole. 1.13 The Commission is not waiving any rights it may have to require franchise fee payments on present and future services delivered by GreatLand or its subsidiaries and affiliates via the cable system; 1.14 The Commission is not waiving any right it may have related to any net neutrality, open access, and information services issues; 1.15 Receipt of any and all state and federal approvals and authorizations; 1.16 Actual closing of the Proposed Transaction consistent with the transfer application; and Section 2. If any of the conditions or requirements specified in this Resolution are not satisfied, then the City's recommended consent to, and approval of, the Transfer Application and Proposed Transaction is hereby DENIED and void as of the date hereof. Section 3. Franchisee, GreatLand, or a subsidiary shall reimburse the Commission in accordance with § I0.5(e) of the Franchise Ordinances in an amount not to exceed $15,000. GreatLand and its subsidiaries shall not assert its right to claim that the reimbursement made under this Resolution is a franchise fee for purposes of 47 U.S.C. § 542, nor shall it be offset against or deducted from franchise fee payments made under the Franchise. Section 4. If any of the written representations made to the Commission in the Transfer Application proceeding by (i) Comcast of Minnesota, Inc., (ii) Comcast or (lir) GreatLand, (iv) any subsidiary or representative of the foregoing prove to be materially incomplete, untrue or inaccurate in any respect, it shall be deemed a material breach of the Franchise Documents and applicable law, including, without limitation, revocation or termination of the Franchises. Section 5. This Resolution shall not be construed to grant or imply the City's consent to any other transfer or assignment of the Franchises or any other transaction that may require the City's consent under the Franchise Ordinances or applicable law. The Commission and the Member Cities reserve all their rights with regard to any such transactions. Section 6. This Resolution is a final decision on the Transfer Application within the meaning of 47 U.S.C. § 537. Section 7. The transfer of control of the Franchise from Comcast to GreatLand shall not take effect until the consummation of the Proposed Transaction. 4 7