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14-11033r c , • RESOLUTION NO. 11033 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 Richfield, 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 1 4 , 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 Richfield, Minnesota hereby resolves as follows: 1. 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. a. 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: 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. 2 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. 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"). 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 3 • 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 Richfield, Minnesota this 15th day of December, 2014. ATTEST: CITY OF RICHFIELD, MINNESOTA By: qai c-29cA eir Its: City Clerk Its: Mayor 4