R2008-03 AUTHORIZING EXECUTION OF FRANCHISE AGREEMENT

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r � r , . . . If to Comcast: Comcast Government Affairs Manager 1275 North Water St. Decatur, IL 62521 With a non-binding, courtesy copy to: Comcast Region Government Affairs 1500 McConnor Pkwy Schaumburg, IL 60173 26. Transfer of Franchise. This Agreement shall not be assigned or transferred (`'transfer") without the City's written consent and such consent shall not be unreasonably withheld. Any transfer of this Franchise shall be in compliance with the processes established for transfers under the FCC's rules and regulations, namely Section 617 of the Cable Act (47 U.S.C. §537). Within thirty (30) days of receiving a request for consent, the City shall, in accordance with FCC rules and regulations, notify Comcast in writing of the additional information, if any, it requires to determine the legal, financial and technical qualifications of the transferee or new controlling party, and such other information as is permitted the City under FCC rules and regulations, and applicable law. The City shall be deemed to have consented to a proposed sale, transfer, or assignment if its refusal to consent is not communicated in writing to ; Comcast within one hundred twenty (120) days following receipt of written notice together with ', all necessary information unless the requesting party and the City agree to an extension of time. �I 27. Entire Agreement. This Agreement constitutes the entire Agreement among the Parties I pertaining to the subject matter of the Agreement and supersedes all prior and contemporaneous agreements, ordinances, understandings, negotiations and discussion of the Parties, whether oral or written, and there are no representations or other agreements among the Parties except as specifically set forth herein. All ordinances or parts of ordinances that are or may be in conflict with or otherwise impose obligations different from the provisions of the Franchise Agreement are superseded by this Franchise Agreement. 28. Miscellaneous. a. Comcast and the City each hereby warrants that it has the requisite power and authority to enter into this Agreement and to perform according to the terms hereof. b. The headings used in this Agreement are inserted for convenience or reference only and are not intended to define, limit or af�'ect the interpretation of any term or provision hereof. The singular shall include the plural; the masculine gender shall include the feminine and neutral gender. c. Comcast and the City shall cooperate fully with one another in the execution of any and all other documents and in the completion of any additional actions including, without 15 - (043854v2