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H. The Franchise Authority has reviewed the Application, examined the legal, financial <br />and technical qualifications of AT &T Comcast, followed all required procedures in order to consider <br />and act upon the Application. <br />I. The Franchisee and Franchising Authority have, in a separate agreement attached as <br />Exhibit A), noted the existence of certain identified issues, and agreed to exercise good faith efforts <br />to resolve such issues separate and apart from the consent process. <br />J. The Franchise Authority is willing to consent to the Transactions, as set forth below. <br />NOW, THEREFORE, based upon the above findings, <br />BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EUGENE, a <br />Municipal Corporation of the State of Oregon, as follows: <br />Section 1 . The Franchise Authority hereby consents to the Transactions in accordance <br />with the terms of the franchise and applicable law, subject to the following conditions: <br />1.1 That Franchisee comply with all valid local laws, agreements and franchise <br />requirements consistent with applicable federal and state law; and <br />1.2 That the Franchise Authority's consent to the Transactions shall not be <br />construed to constitute a waiver or release of any rights the Franchise Authority has under <br />the franchise, whether those rights arise before or after the change in control to AT &T <br />Comcast. <br />Section 2 . This Resolution shall have the force of a continuing agreement with <br />Franchisee and AT &T Comcast, and Franchise Authority shall not amend or otherwise alter this <br />Resolution without the. consent of Franchisee and AT &T Comcast. <br />Section 3 . This Resolution shall become effective immediately upon its adoption. <br />The foregoing Resolution adopted the 22 " day of May, 2002. <br />Cit Recorder <br />Resolution - 2 <br />