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<br />including, but not limited to, the filing of all required forms and payment of all sums due, <br />including penalties and interest not prohibited by the judgment, except to the extent that a <br />portion of the ordinance has been declared invalid; and provided that nothing in this resolution <br />shall be deemed to consent to AT&T's or TCl's current noncompliance with Ordinance <br />20083 or to waive or limit any power the City has to enforce the provisions of Ordinance <br />20083 now or in the future. <br /> <br />1.2 That AT&T as the ultimate parent of the franchisee TCI Cablevision of <br />Oregon, Inc., will not cause the franchisee to increase the rates of its customers in the City <br />of Eugene for the purpose of paying for AT&T's purchase ofTCr. <br /> <br />1.3 That TCI Cablevision of Oregon, Inc. comply with all valid local laws, and <br />acknowledge that refusing to so comply is a violation of the franchise. <br /> <br />1.4 That there be no negative impact on any scheduled upgrades or rebuilds as a <br />result of the merger. <br /> <br />1.5 That the City's consent to the transfer and merger shall not be construed to <br />constitute a waiver or release of any rights the City has under the franchise, whether those <br />rights arise before or after the transfer of control from TCI to AT&T. <br /> <br />1.6 That AT&T provide to the City a binding statement that acknowledges the <br />existing franchise, that it will cause the franchisee TCI Cablevision of Oregon, Inc. to comply <br />with its terms and provisions, and agreeing that neither AT&T nor any of its subsidiaries or <br />affiliates will cause the franchisee to breach or violate the franchise. <br /> <br />1.7 That AT&T comply with the commitments made in its letter dated November <br />25, 1998 from Richard E. Thayer to Milo Mecham, a copy of which is attached hereto as <br />Exhibit B, and shall cause TCI and any affiliates of AT&T or TCI to comply with those <br />commitments. <br /> <br />The foregoing Resolution adopted the 9th day of December, 1998. <br /> <br />((-4//7 <br /> <br />City Recorder <br /> <br />Resolution - 2 <br />