Res07 14758 - Laserfiche WebLink

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EXHIBIT A CHANGE OF OWNERSHIP CONSENT AGREEMENT Section 1 Terms used in this Change of Ownership Consent Agreement shall be as defined in Resolution No. 2007- Section 2 The City hereby consents to the transfer described in City Resolution No. subject to the following conditions: 1. Astound Broadband LLC, the Transferee, is owned and controlled as indicated in Figure 1 attached hereto. To the extent required by Section 2.5 of the Cable Television Franchise between the City and RCN, any change of ownership or control of Transferee from the ownership and control indicated in Figure 1 shall be subject to prior City review and consent. 2. The City expressly reserves any and all rights that it may possess under the Franchise and applicable law with respect to any non-compliance issues on the part of Franchisee, whether known or unknown, which exist prior to the effective date of this transfer and Transferee reserves any and all rights and defenses with respect to any such non-compliance issues. In reserving such rights, the City confirms that the Franchisee is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance known to the City which constitutes, or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Franchise or would allow the City to cancel or terminate the rights hereunder, except upon the expiration of the full term of the Franchise. 3. The transfer is expressly contingent upon Franchisee reimbursing the City for the consultant's costs incurred in the processing of the request for transfer, not to exceed the maximum amount of $20,000 indicated in this Change of Ownership Consent Agreement. Said reimbursement shall be provided within thirty (30) calendar days of Transferee's receipt of an itemized invoice detailing the consultant's costs. 4. All terms of the Franchise agreement remain in full force and effect, including all terms contained in City of Redwood City actions dated September 16, 2004 (Amendment #1) amending and clarifying certain terms of the Franchise.. 5. The Franchise agreement allows the City to require Transferee to provide up to two (2) additional Public, Educational and Governmental ("PEG") access channels. These two (2) PEG access channels will be in addition to the two (2)