2006-035-RES-CABLE FRANCHISE - Laserfiche WebLink

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EXHIBIT" A" Written Acceptance of Consent to Change of Control of Franchise, Resolution No. 2006- 035 TO: City of Paris, Texas Tony N. Williams, City Manager P. O. Box 9037 Paris, TX 775461-9037 This is to advise the City of Paris, Texas that Cebridge Acquisition, L.P. d/b/a Cebridge Connections, (the "Cebridge" or "Grantee") and Cox Southwest Holdings, L.P. (the "Franchisee"), hereby unqualifiedly accept Resolution No. 2006- 035 passed by the City Council on February 27, 2006, ("Resolution") regarding the change in control and/or transfer of the Franchise (Cable Franchise Ord. No. 84-082) to the Franchisee under the following terms and conditions: 1. Compliance with Franchise. Subject to Texas state law and federal law and in all respects and without exception, the Grantee shall comply with the requirements of the Franchise, including all applicable ordinances, orders, contracts, agreements, commitments, side letters, and regulatory actions taken pursuant thereto. The parties acknowledges that the transfer will not affect, diminish, impair or supersede the binding nature on Grantee of the documents set forth in this paragraph. In all instances, the Grantee will except as otherwise provided herein continue with all current obligations of the existing Franchise and continue to provide the level of service provided for therein. The Franchisee acknowledges that the City has certain Franchise fee audit rights pursuant to the Franchise and assure that they do not have any contractual or other restrictions that will limit the ability of Cebridge to remit Franchise fees as provided in the Franchise or limit Cebridge's ability to provide all relevant information concerning the payment of Franchise fees as required by the Franchise except as otherwise provided herein. Notwithstanding any other provision of this acceptance or the accompanying Resolution, Franchisee shall continue to be responsible for any obligations and liabilities under the Franchise relating to time periods occurring prior to the closing date of the transaction. The first payment of Franchise fees after Cebridge assumes control of the Franchise will be accompanied by a statement itemizing the revenue categories by account on which Franchise fees are being paid with a statement as to any differences between the calculations by Cebridge and the Franchisee.