RESOLUTION 2006-18

(Consenting to Transfer and Assignment of Franchise to Operate a Cable Television System, and Subsequent Purchase of Controlling Interest by Wave Division Holdings, L.L.C.)

WHEREAS, in October, 1994, Skamania County granted to, and Summit Communications, Inc. accepted, a cable TV franchise authorizing Summit to operate and maintain a cable television system in Skamania County; and,

WHEREAS, in November of 1998, Skamania County consented to Summit Communications, Inc. assigning and delegating its rights and/or responsibilities under the October 3, 1994 franchise agreement to Millennium Digital Media Systems, L.L.C.; and,

WHEREAS, Millennium Digital Media Systems, L.L.C. has entered into a purchase and sale agreement to sell all of its assets, including this franchise agreement, to Wave Division Holdings, L.L.C.; and,

WHEREAS, both Millennium Digital Media Systems, L.L.C. and Wave Division Holdings, L.L.C have requested that Skamania County consent to the assignment of the franchise to Wave Division Holdings, L.L.C.; and,

WHEREAS, Skamania County has determined that the assignment of this franchise will not adversely affect the services provided to its residents; and,

WHEREAS, Wave Division Holdings, L.L.C. has agreed to accept both the benefits and responsibilities under the franchise agreement; and,

WHEREAS, in administering the franchise agreement Skamania County may need to conduct an audit of both Millennium Digital Media Systems, L.L.C. and Wave Division Holdings, L.L.C..

NOW, THEREFORE, BE IT RESOLVED, that the Board of County Commissioners hereby consents to Millennium Digital Media Systems, L.L.C. assigning and delegating its rights and/or responsibilities under the October 3, 1994 franchise agreement to Wave Division Holdings, L.L.C.; and

BE IT FURTHER RESOLVED, that Millennium Digital Media, L.L.C. and Wave Division Holdings, L.L.C. shall notify Skamania County of the effective date of consummation of the sale within thirty (30) days of their agreement being final; and

BE IT FURTHER RESOLVED that this resolution and the County’s consent to the assignment shall only go into effect upon written affirmation from Wave Division Holdings, L.L.C. that it will be bound by the franchise agreement; and

BE IT FINALLY RESOLVED that this resolution and consent to the assignment shall only go into effect upon Millennium’s written affirmation to maintain records and cooperate with Skamania County in any audits that the County may perform during the term of the franchise agreement.

PASSED IN REGULAR SESSION this ___ day of ____________ 2006.

SKAMANIA COUNTY

BOARD OF COMMISSIONERS

____________________________________

Chairman

____________________________________

Commissioner

______________________________________ Commissioner

ATTEST:

_____________________________________

Clerk of the Board

Approved as to form only:

________________________________

Skamania County Prosecuting Attorney

AYE ____

NAY____

ABSTAIN___

ABSENT____