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01/08/2007 ORIGINAL RESOLUTION NO. 14758 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDWOOD CITY, CALIFORNIA, ESTABLISHING CONDITIONS FOR THE APPROVAL OF A TRANSFER OF OWNERSHIP OF A CABLE TELEVISION FRANCHISE FROM RCN TELECOM SERVICES, INC. TO ASTOUND BROADBAND, LLC. WHEREAS, RCN Telecom Services, Inc. ("Franchisee") owns and has a franchise to maintain a cable system ("System") in the City of Redwood City ("City"); and WHEREAS, Franchisee has a franchise to provide cable service in the City pursuant to the terms of a cable system franchise ("Franchise") granted to Franchisee on August 14, 2000, effective August 28, 2000, and subsequently amended on September 16, 2004; and WHEREAS, Franchisee and Astound Broadband, LLC ("Astound" or "Transferee") are parties to an asset purchase agreement ("Purchase Agreement") pursuant to which the System and the Franchise are to be transferred to Astound; and WHEREAS, on September 21, 2006, the City received an F.C.C. Form 394 requesting a transfer of the Franchise from Franchisee to Transferee; and WHEREAS, the City has one hundred twenty (120) days from the receipt of a complete F.C.C. Form 394 to act upon the transfer request or the request automatically is deemed to have been approved; and WHEREAS, the one hundred twenty (120) day review period expires on January 19, 2007, since the FCC Form 394 was received by the City on September 21, 2006; and WHEREAS, the Franchise cannot be transferred or assigned without the City Council's consent; and WHEREAS, federal regulations permit the City to evaluate the legal, technical and financial qualifications of Transferee to operate the Franchise; and A TTY IRESO/RESO.1676 010407 14758 Formerly Muff # 801 -1-