2014-082 Approving the Transfer of the Cable Franchise and Change of Control of the GranteeRESOLUTION NO. 2014-082
APPROVING THE TRANSFER OF THE CABLE FRANCHISE
AND CHANGE OF CONTROL OF THE GRANTEE
WHEREAS, Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee,
Inc. ("Grantee"), currently holds a cable television franchise ("Franchise") granted by the City of
Hopkins, Minnesota ("City"); and
WHEREAS, Grantee owns, operates and maintains a cable television system in the City
("System") pursuant to the terms of the Franchise; and
WHEREAS, on February 12, 2014, Comcast Corporation ("Comcast") and Time Warner
Cable Inc. ("TWC") entered into an Agreement and Plan of Merger; and
WHEREAS, on April 25, 2014, Comcast and Charter Communications, Inc. ("Charter")
entered into the Comcast/Charter Transactions Agreement (the "Agreement"), pursuant to
which the Grantee, through a restructuring under Comcast's ownership, will become Comcast of
Minnesota, LLC ("New Grantee") and immediately thereafter will become a wholly-owned
subsidiary of Midwest Cable, Inc. ("Midwest Cable") (the "Transaction"); and
WHEREAS, on or about June 17, 2014 the City received from Grantee, FCC Form 394 -
Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise ("Application"); and
WHEREAS, Federal law and the terms of the Franchise require that the City take action
to consider the Application within one hundred twenty (120) days of the date of receipt, or on or
before October 15, 2014; and
WHEREAS, on or about August 22, 2014 Comcast and Midwest Cable agreed to extend
the Application review period for sixty (60) days until December 15, 2014 to allow the City time
to review the additional information concerning the qualifications of Midwest Cable provided to
the City on September 30, 2014; and
WHEREAS, on or about September 30, 2014 Comcast and Midwest Cable agreed to a
further extension of the Application review period for thirty (30) days until January 15, 2015 to
allow the City to review certain service agreements related to the Transaction as well as certain
SEC financial filings to be made available for review on October 31, 2014; and
WHEREAS, Section 2.7 of the Franchise requires the City's advance written consent
prior to the Grantee's transfer of the Franchise; and
WHEREAS, as a result of the proposed Transaction Grantee has requested consent
from the City to the proposed transfer of the Franchise; and
WHEREAS, the City has reviewed the proposed Transaction, and based on information
provided by Grantee and Midwest Cable and on the information received by the City from the
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Southwest Suburbs Cable Commission ("Commission"), the City has elected to approve the
proposed Transaction subject to certain conditions as set forth herein.
NOW, THEREFORE, the City of Hopkins, Minnesota hereby resolves as follows:
All of the above recitals are hereby incorporated by reference as if fully set forth
herein.
2. The Franchise is in full force and effect and Grantee is the lawful holder of the
Franchise.
3. New Grantee will be the lawful holder of the Franchise after completion of the
Transaction.
4. The City hereby consents and approves of the proposed Transaction subject to
the below conditions.
New Grantee agreeing to assume any and all liabilities, known and
unknown, under the Franchise.
b. Within twenty (20) days of the date of adoption of this Resolution, New
Grantee shall execute and file with the City the Acceptance and Agreement
attached hereto to verify New Grantee's compliance with the terms and
conditions of this Resolution; and
C. Within thirty (30) days following close of the Transaction, Midwest Cable
(also to be known as GreatLand Connections Inc.) shall execute and provide the
City with the Corporate Parent Guaranty attached hereto and incorporated by
reference.
d. New Grantee shall provide both SD and HD (simulcast) capacity for the
City's government access PEG channel - identical to what the Grantee currently
provides to the City of Edina, Minnesota under the Franchise.
e. New Grantee shall maintain and provide (as Grantee currently provides),
free of charge to the City, Commission and the Commission's member cities, the
existing PEG playback transmission connectivity and Comcast fiber and coax
cable in the following manner:
i. All fiber coming to and from the existing Comcast Head end
building - 10210 Crosstown Circle necessary for Commission PEG
transmissions.
ii. New Grantee shall provide, maintain and replace any existing
routers, switching equipment and related facilities at the headend that
may be required to maintain the same PEG access functionality as
Grantee currently provides and as otherwise required by the Franchise.
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iii. The City, Commission and Commission's member cities shall
have the right to continue to use maintain the fiber & splice points at
10210 Crosstown Circle.
iv. In the event headend is relocated from 10210 Crosstown Circle,
all costs and expenses required to maintain the PEG playback
transmission connectivity and Comcast fiber and coax cable shall be
provided by New Grantee free of charge to the City, Commission and the
Commission's member cities.
V. New Grantee shall provide, maintain and replace the existing
termination equipment (Modulators) to facilitate the PEG programming
transmission to each of the Commission's member cities in following
amounts - Edina (6), Richfield (1), Hopkins (1), and Minnetonka (1).
f. New Grantee will participate in quarterly meetings with members of the
Commission or the Commission's designees for the first two (2) years following
the close of the Transaction to verify that subscriber issues and concerns are
being addressed by New Grantee or any other entity that may have interaction
with subscribers within the City. If issues are not being addressed, New Grantee
agrees to meet with Commission and City staff, as directed, to explain steps
being undertaken to address subscriber concerns and New Grantee will provide
regular and timely updates to the Commission to provide verification of corrective
actions being undertaken to address unresolved issues.
g. New Grantee will maintain an "escalated complaint program" to escalate
unresolved cable television complaints from subscribers. One or more
specifically identified employee(s) of New Grantee shall be available to
Commission or City staff via email for reporting issues. These specifically
identified employee(s) of New Grantee will have the ability to escalate service
issues to a senior officer of New Grantee or New Grantee's parent company
when necessary. New Grantee will follow-up with Commission or City staff by
email or by phone with a summary of the results of the complaint(s).
h. New Grantee's compliance with the requirements of paragraphs c, d, e, f,
and g of this Resolution shall be handled under the Franchise. New Grantee
shall be subject to available enforcement procedures and remedies as if these
obligations were set forth in the Franchise.
i. Comcast shall, within twenty (20) days of the date of adoption of this
Resolution, fully reimburse City for all of City's reasonable costs and expenses in
connection with the City's review of the proposed Transaction, including without
limitation, all costs incurred by the City for experts and attorneys retained by City
to assist in the review as well as notice and publication costs ("Reimbursement").
i. The Reimbursement shall not be deemed to be "Franchise Fees"
within the meaning of Section 622 of the Cable Act (47 U.S.C. §542), nor
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shall the Reimbursement be deemed to be (i) "payments in kind" or any
involuntary payments chargeable against the Franchise Fees to be paid
to the City by New Grantee pursuant to the Franchise.
ii. The Reimbursement shall be considered a requirement or charge
incidental to the awarding or enforcing of the Franchise.
5. In the event the proposed Transaction contemplated by the foregoing resolution
is not completed, for any reason, the City's consent shall not be effective. If any of the
conditions set forth herein are not met, the City's consent to the proposed Transaction
shall be null and void and of no effect.
This Resolution shall take effect and continue and remain in effect from and after the
date of its passage, approval, and adoption.
Approved by the City of Hopkins, Minnesota this 16th day of December, 2014.
ATTEST: CITY OF HOPKINS, MINNESOTA
Its: City Clerk
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By: ���
Its: Mayor
ACCEPTANCE AND AGREEMENT
Comcast of Minnesota, LLC hereby accept this Resolution No. �2 O 14-- D 9'2-
("Resolution") and agree to be bound by the terms and conditions of this Resolution and the
terms and conditions of the Franchise referenced within the Resolution.
Dated this day of Fab rlk 201,E
COMCAST OF MINNESOTA, LLC
7
By:
Its: W,P
SWORN TO BEFORE ME this
day of re -b 201-
N TARY PUBLIC
T"'•l JEAN W STRINGER
4 Notary Public
State of Minnesota
My Commission Expires
Januory 31, 2020
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CORPORATE PARENT GUARANTY
THIS AGREEMENT is made this day of
"Agreement"), by and among GreatLand Connections
Delaware corporation, (the "Guarantor') the City of
Authority") and
("Company").
WITNESSETH
201_ (this
Inc. (f/k/a Midwest Cable, Inc.), a
Hopkins, Minnesota ("Franchising
a
WHEREAS, on , 20_ the Franchising Authority adopted
Ordinance No. granting a Cable Television Franchise which is now held by
(the "Franchise"), pursuant to which the Franchising Authority has
granted the rights to own, operate, and maintain a cable television system ("System"); and
WHEREAS, pursuant to the Comcast/Charter Transaction Agreement dated April 25,
2014 by and between Charter Communication, Inc., a Delaware corporation, and Comcast
Corporation, a Pennsylvania corporation, ("Agreement"), the Franchise will be transferred to the
Company and the Guarantor will acquire control of the Company as an indirect subsidiary of
Guarantor as a result of Comcast Corporation's contribution and spin off of certain cable
television systems pursuant to the Agreement ("Change in Control"); and
WHEREAS, Company and Comcast Corporation have requested the consent to the
Change of Control in accordance with the requirements of Section of the Franchise; and
WHEREAS, pursuant to Resolution No. , dated
20_, Franchising Authority conditioned its consent to the Change of Control on the
issuance by Guarantor of a corporate parent guaranty guaranteeing certain obligations of
Company under the Franchise.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in
consideration of the approval of the Change of Control, Guarantor hereby unconditionally and
irrevocably agrees to provide all the financial resources necessary for the observance,
fulfillment and performance of the obligations of the Company under the Franchise and also to
be legally liable for performance of said obligations in case of default by or revocation or
termination for default of the Franchise.
This Agreement, unless terminated, substituted, or canceled, as provided herein, shall
remain in full force and effect for the duration of the term of the Franchise.
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.1 ,
Upon substitution of another Guarantor reasonably satisfactory to the Franchising
Authority, this Agreement may be terminated, substituted, or canceled upon thirty (30) days
prior written notice from Guarantor to the Franchising Authority and the Company. Such
termination shall not affect liability incurred or accrued under this Agreement prior to the
effective date of such termination or cancellation.
GREATLAND CONNECTIONS INC. (F/K/A
MIDWEST CABLE, INC.)
By: 0'"
r
Its: &
.STATe-OF
ss.
The foregoinWnstrument was subscribed and sworn to before me thisSi —day of r�-hraA L`�
20 b , by dhrta C11tfI /� the di p f'^r,L 104/1(— _
of _ l e :s tr,z f u
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A �
Donna M. Carlyle
Notary Public District of Columbia
My Commission Expires 1/1/2018
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