Agmt00 RCN Telecom Services (now Astound)

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ORIGa�lAL CHANGE OF OWNERSHIP CONSENT AGREEMENT Section 1 Terms used in this Change of Ownership Consent Agreement shall be as defined in Resolution No. 14758. Section 2 The City hereby consents to the transfer described in City Resolution No.14759, subje to the following conditions: 1. Astound Broadband LLC, the Transferee, is owned and controlled as indicated n Figure 1 attached hereto. To the extent required by Section 2.5 of the Cab e Television Franchise befinreen the City and RCN, any change of ownership r control of Transferee from the ownership and contro( indicated in Figure 1 sh II be subject to prior City review and consent. 2. The City expressly reserves any and all rights that it may possess under t e Franchise and applicable law with respect to any non-compliance issues on t e pa�t of Franchisee, whether known or unknown, which exist prior to the effecti e date of this transfer and Transferee reserves any and all rights and defenses wi h respect to any such non-compliance issues. In reserving such rights, the City confirms that the Franchisee is materially n compliance with the provisions of the Franchise and there exists no fact r circumstance known to the City which constitutes, or which, with the passage f time or the giving of notice or both, would constitute a material default or brea h under the Franchise or would allow the City to cancet or terminate the righ s hereunder, except upon the expiration of the full term of the Franchise. 3. The transfer is expressly contingent upon Franchisee reimbursing the City for t e consultant's costs incurred in the processing of the request for transfer, not o exceed the maximum amount of $20,000 indicated in this Change of Ownersh p Consent Agreement. Said reimbursement sha11 be provided within thirty (3 ) calendar days of Transferee's receipt of an itemized invoice detailing t e consultant's costs. 4. All terms of the Franchise agreement remain in full force and effect, including 11 terms contained in City of Redwood City actions dated September 16, 20 (Amendment#1) amending and clarifying certain terms of the Franchise.. 5. The Franchise agreement allows the City to require Transferee to provide up o finro (2) additional Public, Educational and Governmental ("PEG") acce s channels. These two (2) PEG access channels will be in addition to the two ( ) PEG access channels currently provided. Transferee agrees to activate a d