Resolution No. _____________

Board of Supervisors, County of San Mateo, State of California

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Resolution Approving an Assignment of the Open Video System Agreement between the County of San Mateo from RCN Telecom Services, Inc. to Astound Broadband, LLC

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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that

WHEREAS, RCN Telecom Services, Inc. (RCN) owns, operates and maintains a cable system (System) in unincorporated areas of the County of San Mateo pursuant to the terms of an Open Video System (OVS) Agreement granted to RCN by the County on December 7, 1999; and

WHEREAS, RCN and Astound Broadband, LLC (Astound) are parties to an asset purchase agreement (Purchase Agreement) which provides that the System and the OVS Agreement are to be transferred to Astound; and

WHEREAS, on September 21, 2006, the County received an F.C.C. Form 394, “Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise” from RCN and Astound and the County has 120 days to act on the application or the transfer of control is approved; and

WHEREAS, under the OVS Agreement and applicable law, the proposed assignment requires consent of the County; and

WHEREAS, the Director of Public Works has recommended that the assignment of the OVS Agreement be approved based on the information obtained and on the reports received by the County, including the report prepared by Telecommunications Management Corp., a consultant retained by the San Mateo Telecommunications Authority, that reviewed the legal, technical, and financial qualifications of Astound Broadband, LLC with the resources of their parent company WaveDivision Holdings, LLC; and

WHEREAS, this Board has reviewed and concurs in the recommendation of the Director of Public Works.

NOW THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that:

1.

All terms of the OVS Agreement will remain in full force and effect after the assignment of the OVS Agreement.

2

Astound will become the lawful holder of the OVS Agreement after consummation of the transaction contemplated under the Purchase Agreement between RCN and Astound.

3.

RCN shall reimburse the County for all consultant costs incurred in the processing of the request for transfer. Said reimbursement shall be provided within thirty (30) calendar days of RCN’s receipt of an itemized invoice detailing the consultant’s costs.

4.

The County hereby consents and approves of the proposed assignment of the OVS Agreement as contemplated under the Purchase Agreement, subject to:

a.

Closing the transaction described in information provided to the County by RCN and Astound.

b.

Astound, within thirty (30) days of the date of closing, notifies the County in writing of the completion of the transaction.

c.

Astound acknowledges within thirty (30) days of the adoption of this resolution, acceptance of the terms in this resolution and agrees to be bound by the terms and conditions of this resolution and the terms and conditions of the OVS Agreement referenced in this resolution.

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