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<br />. <br /> <br />WHEREAS, <br /> <br />no notice of breach or default under the Franchise has been <br />issued by the Authority within the past 12 months and none is <br />outstanding; and, <br /> <br />WHEREAS, <br /> <br />the Authority has determined that subject to certain <br />conditions which must be met, Comcast possesses the <br />requisite legal, technical, and financial qualifications. <br /> <br />NOW, THEREFORE, BE IT RESOLVED, that the Change of Control is <br />hereby consented to by the Authority and permitted conditioned upon: <br /> <br />1. Securing all necessary federal, state, and local government waivers, <br />authorizations, or approvals relating to Comcast's acquisition and <br />operation of the system to the extent provided by law; and, <br /> <br />2. Acceptance by the Authority of a plan to provide narrowcasting of all <br />government channels; and, <br /> <br />3. The successful closing of the Transaction described in the <br />Jones/Comcast Agreement; and, <br /> <br />. <br /> <br />4. <br /> <br />The willingness of Comcast to acknowledge and accept the current cable <br />franchise of Jones; and, <br /> <br />5. Payment of the $15,000.00 reserved equipment grant; and, <br /> <br />6. Non-waiver by City of any unknown yet existing franchise non- <br />compliance issues; and, <br /> <br />7. Non-waiver by City of any right to dispute here-to-date unaudited <br />franchise fee payments; and, <br /> <br />8. Non-waiver by City of any right to require fra;nchise fee payments <br />lawfully imposed on services delivered by Jones via the cable system; <br />and, <br /> <br />9. Reimbursement of all reasonable fees incurred in the Authority's review <br />of the proposed transaction. <br /> <br />BE IT FURTHER RESOLVED, that nothing herein shall be construed or <br />interpreted to constitute any approval of, consent to, or support for any <br />proceeding currently pending before the FCC, or any other federal, state, or <br />local government waivers, authorizations, or approvals, other than that <br />. transaction described above. <br />