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<br />ORIGINAL <br /> <br />CHANGE OF OWNERSHIP CONSENT AGREEMENT <br /> <br />Section 1 <br />Terms used in this Change of Ownership Consent Agreement shall be as defined in <br />Resolution No. 14758. <br /> <br />Section 2 <br />The City hereby consents to the transfer described in City Resolution NO.14759, subje t <br />to the following conditions: <br /> <br />1. Astound Broadband LLC, the Transferee, is owned and controlled as indicated n <br />Figure 1 attached hereto. To the extent required by Section 2.5 of the Cab e <br />Television Franchise between the City and RCN, any change of ownership r <br />control of Transferee from the ownership and control indicated in Figure 1 sh <br />be subject to prior City review and consent. <br /> <br /> <br />2. The City expressly reserves any and all rights that it may possess under t e <br />Franchise and applicable law with respect to any non-compliance issues on t e <br />part of Franchisee, whether known or unknown, which exist prior to the effecti e <br />date of this transfer and Transferee reserves any and all rights and defenses wi h <br />respect to any such non-compliance issues. <br /> <br />In reserving such rights, the City confirms that the Franchisee is materially n <br />compliance with the provisions of the Franchise and there exists no fact r <br />circumstance known to the City which constitutes, or which. with the passage f <br />time or the giving of notice or both, would constitute a material default or brea h <br />under the Franchise or would allow the City to cancel or terminate the righ s <br />hereunder, except upon the expiration of the full term of the Franchise. <br /> <br />3. The transfer is expressly contingent upon Franchisee reimbursing the City for t e <br />consultant's costs incurred in the processing of the request for transfer, not 0 <br />exceed the maximum amount of $20,000 indicated in this Change of Ownersh p <br />Consent Agreement. Said reimbursement shall be provided within thirty (3 ) <br />calendar days of Transferee's receipt of an itemized invoice detailing t e <br />consultant's costs. <br /> <br /> <br />4. All terms of the Franchise agreement remain in full force and effect, including II <br />terms contained in City of Redwood City actions dated September 16, 20 4 <br />(Amendment #1) amending and clarifying certain terms of the Franchise.. <br /> <br />5. The Franchise agreement allows the City to require Transferee to provide up 0 <br />two (2) additional Public, Educational and Governmental ("PEG") acce s <br />channels. These two (2) PEG access channels will be in addition to the two ( ) <br />PEG access channels currently provided. Transferee agrees to activate a d <br />