2017-570-Resolution No. 2017-045 Recorded 9/7/2017Recorded in Deschutes County
Nancy Blankenship, County Clerk
Commissioners' Journal
CJ2017-570
09/07/2017 4:00:06 PM
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BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Approving the Transfer of the
Cable Television Franchise
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RESOLUTION NO. 2017-045
WHEREAS, California Oregon Broadcasting, Inc., dba Crestview Cable Communications
("Franchisee") is the duly authorized holder of a franchise agreement (the "Franchise") issued on March 31,
2008 by the County of Deschutes, Oregon (the "Franchise Authority"), authorizing Franchisee to operate a cable
system ("System") in the County of Deschutes, Oregon; and
WHEREAS, TDS Broadband Service LLC ("Purchaser") has entered into an Asset Purchase
Agreement (the "Agreement") with Franchisee in which, among other things, the Franchisee proposes to sell
and assign to Purchaser certain of the assets, including the Franchise, used by Franchisee in the operation
of the System (the "Transaction"); and
WHEREAS, Franchisee and Purchaser have requested the consent of the Franchise Authority for the
assignment of the Franchise in accordance with the requirements of Section 15 of the Franchise and applicable
law and have filed with the Franchise Authority a FCC Form 394 that includes relevant information concerning
the Transaction and the legal, technical and financial qualifications of Purchaser (collectively, the
"Application"); and
WHEREAS, the Franchise Authority has reviewed the Application, and determined that Purchaser
meets the legal, financial and technical qualifications to operate the System and that it is in the interest of the
community to approve the Application and the assignment of the Franchise and the System to Purchaser, as
described in the Application, now therefore,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES
COUNTY (THE FRANCHISE AUTHORITY HEREIN) AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transaction, to the extent required by
the terms of the Franchise and applicable law.
SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly granted or assigned
to Franchisee and is in full force and effect, (b) the Franchise represents the entire understanding of the parties,
the Franchisee has no obligations to the Franchise Authority other than those specifically stated in the
Franchise, and the Franchise has not been amended or modified in any respect; and (c) the Franchisee is
in compliance with the provisions of the Franchise and applicable law, and there exists no fact or
circumstance known to the Franchise Authority which constitutes or which, with the passage of time or the
giving of notice or both, would constitute a default or breach under the Franchise or would allow the
Franchise Authority to cancel or terminate the rights of Franchisee thereunder.
SECTION 3. The Franchise Authority hereby consents to and approves (a) the pledge or grant of a
security interest to any lender(s) in Purchaser's assets, including, but not limited to the Franchise, or of interests
PAGE 1 OF 2 — RESOLUTION NO. 2017-045
in Purchaser, for purposes of securing any indebtedness; and (b) the assignment or transfer of Purchaser's
assets, including the Franchise, provided that such assignment or transfer is to an entity directly or indirectly
controlling, controlled by or under common control with Purchaser.
SECTION 4. The Franchise Authority's approval of the Application and its consent to the assignment of
the Franchise to Purchaser shall be effective immediately, and Purchaser shall notify the Franchise Authority
upon the closing of the Transaction (the "Closing Date").
SECTION 5. The Franchise Authority releases the Franchisee, effective upon the Closing Date, from all
obligations and liabilities under the Franchise and applicable law that accrue on and after the Closing Date;
provided that Purchaser shall be responsible for any obligations and liabilities under the Franchise that accrue
on and after the Closing Date.
SECTION 6. This Resolution shall have the force of a continuing agreement with Franchisee and
Purchaser, and the Franchising Authority shall not revoke, amend or otherwise alter this Resolution without the
consent of the Franchisee and Purchaser.
SECTION 7. Effective Date. This Resolution shall be effective upon adoption.
Dated this ie of
ATTEST:
*ding Secret. ry
2017
PAGE 2 OF 2 — RESOLUTION NO. 2017-045
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
I
TAMMY BANEY, ir
ANTHONY DEBONE, Vice Chair
PHILIP G. HENDERSON, Commissioner
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Deschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of September 6, 2017
DATE: August 29, 2017
FROM: Dave Doyle
Legal Counsel 388-6625
TITLE OF AGENDA ITEM:
Board approval and signature of Resolution No. 2017-045 Approving Transfer of the California Oregon
Broadcasting, Inc., Cable System Franchise to TDS Broadband.
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
In 2008, Deschutes County granted a number of cable system franchises for services within the
unincorporated portions of Deschutes County. The Franchise Agreements provide that the County shall
not unreasonably withhold approval of transfers of the franchise. Apprval of the transfer is predicated
upon a demonstration that the transferee has adequate financial and managerial resources sufficient to
maintain the current quality of service.
TDS Broadband is a susidiary of Telephone and Data Systems, Inc. Among other holdings, TDS owns
cell phone carrier U.S. Cellular. TDS is a publicly -traded Fortune 500 corporation and has nearly
11,000 employees.
FISCAL IMPLICATIONS:
No fiscal implications associated with the transfer.
RECOMMENDATION & ACTION REQUESTED:
Board approval of Resolution No. 2017-045 approving the assignment and transfer of the cable system
franchise currently issued to California Oregon Broadcasting, Inc. to TDS Broadband Service LLC.
ATTENDANCE: Dave Doyle, Legal Counsel
DISTRIBUTION OF DOCUMENTS:
BOCC
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