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WHEREAS, the City has investigated the status of the Franchise, the <br />Franchisee's compliance therewith, and the technical, legal and financial ability of <br />AT&T Comcast to control the Franchisee's compliance with the Franchise; and <br /> <br /> WHEREAS, based upon the City's investigation, and representations <br />made to the City by AT&T and Comcast, upon which the City is relying, the City <br />is prepared to approve the transfer of control of the Franchisee from AT&T to <br />AT&T Comcast, pursuant to the conditions described herein. <br /> <br /> NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE <br />CITY OF LOUISVILLE, COLORADO: <br /> <br /> 1. The City hereby consents to and approves the transfer of control of <br />the Franchise from AT&T to AT&T Comcast. <br /> <br /> 2. The City confirms the Franchise is currently in full force and effect <br />and expires on September 18, 2005. <br /> <br /> 3. This Ordinance approving the transfer of control is based in part <br />upon the following representations and acknowledgments made by Franchisee, <br />AT&T and Comcast to the City, all of which are considered material and have <br />been relied upon by the City: <br /> <br />(A) <br /> <br />That the Merger Agreement, and all of the attachments to that <br />document, provided to the City with FCC Form 394 (except for any <br />materials, which have been redacted pursuant to law, and are <br />identified by title or topic in the Merger Agreement and its <br />attachments) constitutes the entire agreement regarding the <br />merger; <br /> <br />(B) <br /> <br />That all customer service standards adopted by the City remain in <br />full force and effect, and Franchisee will maintain staffing levels <br />necessary to continue provision of the current level of customer <br />service, and will comply with all federal regulations regarding <br />technical standards of cable systems; <br /> <br />(c) <br /> <br />That Franchisee remains obligated to comply with all lawful terms, <br />conditions and obligations of the existing franchise agreement <br />between the Franchisee and the City; and <br /> <br />(D) <br /> <br />That no future intra-corporate transfers, mergers, or other changes <br />of ownership or control, affecting Franchisee, will change the <br />obligations or liability of Franchisee to the City with respect to any <br />of the terms, conditions and obligations of the Franchise, unless <br />prior approval is granted by the City in writing; <br /> <br /> <br />