HomeMy WebLinkAboutResolution 2015-11 Granting Transfer of of Cable Television Franchise from Comcast to Greatland Connections, INCAND CABLE TELEVISION SYSTEM FROM
COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC
WHEREAS, Lake Elmo, Minnesota, ("Franchisor") is a Municipal Corporation; and
WHEREAS, Corricast of Minnesota, Inc., ("Franchisee") operates a cable television
system (the "System") in Lake Elmo, pursuant to a franchise agreement, a March 9, 1995
Memorandum of Understanding, and the April 10, 2014 Settlement Agreement (the "Franchise
Documents"); and
WHEREAS, the existing franchise agreement dated November 29, 1999, expired on
November 28, 2014; and
WHEREAS, Section 10.5 of the Franchise requires the Franchisor's, prior consent to a
sale or transfer of stock so as to create a new controlling interest under Minnesota Statutes
238.083; and
WHEREAS, Comeast of Minnesota, Inc., is an indirect, wholly -owned subsidiary of
Comcast Corporation ("Comcast"); and
WHEREAS, Comeast, as the ultimate parent corporation of Franchisee, has agreed to
divest and transfer the Franchisee, following its conversion to a limited liability company, and
Cable System to Midwest Cable, Inc., in a process described in the Transfer Application (the
"Proposed Transaction"); and
WHEREAS, immediately following the closing of the Proposed Transaction, Midwest
Cable, Inc., will be renamed GreatLand Connections, Inc., and, for the purposes of this
Resolution, the transfer applicant will be referred to as "GreatLand" throughout; and
WHEREAS, Comcast filed a Federal Counnunications Commission Form 394 with the
Franchisor on June 18, 2014, together with certain attached materials, which documents more
fully describe the Proposed Transaction and which documents, with their attachments, contain
certain promises, conditions, representations and warranties (the "Transfer Application'); and
WHEREAS, under the Proposed Transaction, the ultimate ownership and control of the
Franchisee and the ystern will change, and it requires the prior written approval of the
Franchisor; and
WHEREAS, Comcast, through its subsidiaiies, provided written responses to some of
the data requests issued by the Franchisor or by the Ramsey Washington Suburban Cable
Commission, including directing the representatives of the Franchisor to publicly filed and
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available information, and information posted to Con cast Corporation and other websites (the
"Data Request Responses"); and
WHEREAS, Franchisee and GreatLand have signed a Transfer Agreement, dated for
put -poses of identification February 15, 2015, (the "Transfer Agreement") binding on each of
them, which sets forth certain agreements, guaranties, warrantied and conditions;
WHEREAS, based on that agreement, and in reliance upon the representations made by
and on behalf of Comeast of Minnesota, Inc, Comeast, and GreatLand, to the Franchisor,
RWSCC recommended, and Franchisor is willing to grant consent to the Proposed Transaction,
so long as those representations are complete and accurate and the agreement becomes fully
enforceable; and
WHEREAS, subject to the foregoing, the Franchisor'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, Linder the Franchise Documents and applicable law for all
purposes, including (but not limited to) fi-anchise renewal, and Franchisee has agreed that it will
continue to be so responsible.
Now, THEREFORE, BE IT RESOLVED BY THE CITY OF LAKE ELMO AS
FOLLOWS:
Section 1. The Mayor or City Administrator are authorized to sign that certain
Transfer Agreement on behalf of Franchisor
Section 2. The Franchisor's consent to and approval of the Transfer Application is
hereby GRANTED in accordance with the Franchise, subject to the terms and conditions of the
Transfer Agreement.
Section 3. This Resolution shall not be construed to grant or imply the Franchisor's
consent to any other transfer or assignment of the Franchise or any other transaction that may
require the Franchiser's consent under the Franchise Ordinances or applicable law. The
Franchisor reserves all its rights with regard to any such transactions.
Section 4. This Resolution is a final decision on the Transfer Application within the
meaning of 47 U.S.C. § 537.
Section 5. The transfer of control of the Franchisee and Franchisee from Comeast to
GreatLand shall not take effect -until the consummation of the Proposed Transaction.
Passed and duly adopted this 24h day of February 2015 by the City Council of the City of Lake
Elmo, Minnesota.
—4ik;e I'!ea�rson, Mayor���
A Z�n Bell. C v Cler W�arn Bell, City Cler
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