Resolution No. 02-73 CITY OF TIGARD, OREGON
RESOLUTION NO. 02- ?5
A RESOLUTION OF THE CITY OF TIGARD APPROVING A REVISED
INTERGOVERNMENTAL AGREEMENT FOR THE METROPOLITAN AREA
COMMUNICATIONS COMMISSION(MACC).
WHEREAS, the Metropolitan Area Communications Commission, hereinafter"MACC", is an
intergovernmental commission formed in April 1980 under ORS Chapter 190, with
Washington County and the cities of Banks, Beaverton, Cornelius, Durham, Forest Grove,
Gaston, Hillsboro, King City, Lake Oswego, North Plains, Rivergrove, Tigard, and Tualatin as
current members; and
WHEREAS, the City of Tigard is a member of MACC; and
WHEREAS, this Intergovernmental Agreement has been amended many times since 1980; and
WHEREAS, in 2000 the Commission determined that the Agreement needed review due to the
passage of time and changes in governance and technology over the 20-year history of the
Commission, and thereafter the Commission appointed a Governance Committee to review the
Agreement and to recommend any needed revisions; and
WHEREAS, the duly appointed Governance Committee met over a period of more than a year
and presented a recommendation to the full Commission that a new Intergovernmental
Agreement be approved and submitted to the MACC member jurisdictions; and
WHEREAS, the Governance Committee also recommended the adoption of new bylaws
following approval of the new Agreement, and those bylaws were approved by the
Commission by Resolution 2002-09 on September 13, 2002; and
WHEREAS, the Commission at its September 13, 2002, meeting adopted Resolution 2002-08,
attached hereto as Exhibit B, which approves the new Intergovernmental Agreement, and
recommends that each of the member jurisdictions approve the Agreement by duly authorized
enactment of each jurisdiction's governing body.
RESOLUTION NO. 02 -73
Page I
NOW, THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The City hereby approves the new Intergovernmental Agreement, attached hereto
as Exhibit A, and incorporated herein by this reference, subject to all the terms and
conditions contained therein.
SECTION 2: This resolution is effective immediately upon passage.
PASSED: This day of tfl&1_2002.
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ADWRESOLUTIONSWACC NEW IGA.DOC
RESOLUTION NO. 02 -
Page 2
Revised MAC'C IA
INTERGOVERNMENTAL AGREEMENT
METROPOLITAN AREA COMMUNICATIONS COMMISSION
THIS AGREEMENT is made and entered into as of the below set forth date by and among the
undersigned cities of Banks, Beaverton, Cornelius, Durham, Forest Grove, Gaston, Hillsboro, King City,
Lake Oswego,North Plains, Rivergrove, Tigard, and Tualatin, all municipal corporations of the State of
Oregon, and Washington County, a county formed under the laws of the State of Oregon, (all parties
hereafter referred to as "member jurisdictions"). This Agreement is made pursuant to ORS 190.003 to
ORS 190.110, the general laws and constitution of the State of Oregon, and the laws and charters of the
member units of local government.
Recitals:
❑ The Metropolitan Area Communications Commission(hereinafter, "MACC")was formed in April
1980 to provide a common means for area local governments to jointly franchise for cable television
services. The original member jurisdictions were: Banks, Beaverton, Cornelius, Forest Grove,
Hillsboro, King City, Lake Oswego,Milwaukie, Sherwood, Tigard, Tualatin, and Washington
County.
❑ In 1981, Durham joined MACC, and Milwaukie left to pursue franchising separately. Since 1981,
the cities of Rivergrove(1983),North Plains (1984), Gaston(1989), and Wilsonville(1984)joined
MACC. Sherwood and Wilsonville withdrew in 1999.
❑ In February 1981,the Commission issued a Request for Proposals seeking offers from cable
television companies to jointly serve the member jurisdictions.
❑ In February 1982, Storer-Metro Communications was granted a franchise to serve the member
jurisdictions.
❑ Between 1980 and 1999 a number of amendments were made to the original Intergovernmental
Agreement to reflect the increased responsibilities of the Commission and other changes in the
organization.
❑ In 1985, ownership of the franchise was transferred from Storer-Metro to Willamette Cable TV.
Since then, the ownership and/or control of the franchise has been transferred twice, from
Willamette to Columbia International in 1988, and to TCI Cablevision of Oregon in 1995. Control
of TCI was transferred to AT&T Corp. in 1999. The franchise was renewed on February 1, 1999.
❑ In June 2000, the Commission appointed a Governance Committee to review the original
Intergovernmental Agreement(as amended) and to recommend revisions.
❑ AT&T Corp. received consent from MACC to merge with Comcast to form a new parent of TCI,
AT&T Comcast Corporation.
❑ On September 13, 2002, the Commission recommended that its member jurisdictions approve the
new Intergovernmental Agreement as contained herein.
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
i
Section 1. General Purposes of Agreement. To ratify the formation of MACC in 1980, to recognize its
continuous existence as a joint commission of representatives from member jurisdictions,
and to restate the original Agreement, pursuant to the authority set forth in ORS 190.003
through ORS 190.110 as well as local charters, ordinances and applicable laws. This
Agreement is designed to fulfill the following objectives:
Pool the strengths of member jurisdictions in franchising communications and information
services to best serve the public interest and make best use of the limited Public Rights_of
Way.
A. Serve the public interest by encouraging competition in all areas of communications and
information service technologies.
C. Represent the views of consumers of communications services and advocate for the
highest quality customer services.
D. Provide for negotiation, administration, and regulation of communications and
information services franchises and agreements for the member jurisdictions on a
common, or individual,jurisdictional basis.
E. Provide a coordinated and uniform response in working with the communications
industry on franchise negotiation and administration.
F. Speak as "one voice"to represent its members on issues of communications and
information services.
G. Provide a common forum for the joint study and discussion of communications issues
and problems, and to develop practical solutions and alternatives.
H. Provide an organization that remains flexible to meet the challenges of the changing
communications and information services environment.
Section 2. Definitions.
Commission. The Board of Commissioners serving as the governing body of MACC.
Communication and Information Services. Cable television,telephony,broadband,
including video,voice, or data transported between fixed points using facilities housed on,
under, or over Public Rights_of Way and other public property regardless of the technology
employed.
Designated Access Provider. An entity selected by the Commission to provide Public,
Education, or Governmental (PEG)Access services.
Franchise. A non-exclusive and revocable agreement for the construction and operation of
a communication system using the Public Rights_of Way. MACC is authorized to
administer these agreements on behalf of its members.
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
i
Franchise Fee Revenue. Fees and costs or other fair and reasonable compensation charged
for use of the Public Rights_of Way, separate from, and in addition to, any and all federal,
state,local, or member jurisdiction charges as may be levied, imposed, or due from a
communications or information service provider, its customers or subscribers, or on account
of the lease, sale, delivery, or transmission of such services.
Grantee. The person to which a franchise is granted by member jurisdiction(s).
MACC. The organization, commissioners, officers, employees, and agents of the
Metropolitan Area Communications Commission.
PEG Access, Public, Educational, and Governmental Access, collectively, for
noncommercial use by institutions, organizations, groups and individuals in the MACC
franchise community to acquire, create,receive, and distribute information via
communications facilities.
Person. An individual, corporation, company, association,joint stock company or
association, firm,partnership, or limited liability company authorized to do business in the
State of Oregon.
Personal Services. Work to be performed by a provider or providers to fulfill MACC
operational and business needs and objectives.
Public Rights of Way. Includes, but is not limited to, streets,roads, highways, bridges,
alleys, sidewalks,trails,paths,public easements,public utility easements, including the
subsurface under and air space over these areas, but does not include parks or parkland.
This definition applies only to the extent of the local government's right, title, interest, or
authority to grant a franchise to occupy and use such areas for communications facilities.
Section 3. Commission Creation and Powers. MACC is hereby created as a joint commission to
carry out the specific purposes set forth in this Agreement. In carrying out the purposes of
this Agreement,the Commission is vested with all the powers,rights, and duties relating to
those functions and activities that are vested by law in each separate unit of local
government, its officers and agencies, subject to specific limitations, if any, contained in
this Agreement. "Law" as referred to in this section shall mean and include, federal laws
and Constitution, Oregon laws and Constitution, as well as the charters, ordinances, and
other regulations of each unit of local government. The Commission shall establish a set of
Bylaws that will govern its operations.
Section 4. Governance, Voting, and Meetings
A. The Governing Body, A Board of Commissioners shall govern MACC. Each member
jurisdiction shall select one representative to serve as its Commissioner. In addition,
member jurisdictions are encouraged to appoint one alternative representative who may
attend all meetings and act in the absence of the primary representative. Each member
jurisdiction shall have one vote on any decision made by the Commission.
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
B Meetings and Voting. Commission meetings shall be conducted pursuant to the Oregon
Public Meetings Law(ORS 192.610-192.710). Requirements for Commission
meetings, quorums, and voting are contained in the Bylaws.
C. Term of Office and Succession. Commission members shall be appointed to serve until
their successors are appointed and assume their responsibilities,but shall serve at the
pleasure of the governing body of the member jurisdiction appointing them. Member
jurisdictions are responsible for filling their Commissioner positions. Officers of the
Commission shall be specified in the Bylaws.
D. Actions Requiring Unanimous Consent of All Member Jurisdictions. The following
actions require the unanimous consent of all member jurisdictions:
1) Amendments to this Agreement;
2) Adding new member jurisdictions to MACC;
3) Withdrawal of a member jurisdiction from MACC;
4) Abolishing MACC as an organization.
E. Actions Requiring the Unanimous Consent of Affected Member Jurisdictions. Some
decisions of the Commission will not affect all members. The following actions require
the unanimous consent of affected member jurisdictions:
1) Granting, amending, renewing, or transferring franchises of affected member
jurisdictions;
2) Allocation of franchise fee revenues in accordance with Exhibits.
F. In addition to other limitations that may be contained in this Agreement, no decision
concerning the below listed or like subjects shall be made by the Board, unless a
quorum is present, and a majority of those present and voting agree on a matter
before it:
1) Any decision creating a monetary expense to a member jurisdiction;
2) Any decision that would lead to the selection of a person to provide, by franchise
or otherwise, an information or communication system for a particular member
jurisdiction,
3) Any decision that would provide a method for apportioning any revenues received
by the Commission among the member jurisdictions of the Agreement; and
4) Any decision concerning the adoption or supplementation of a budget.
G. All other actions of the Commission and not specified herein are governed by the
Bylaws, to the extent applicable.
Section 5. Financial Responsibilities.
A. The Commission shall comply with applicable Oregon state and local laws as to budget
preparation, expenditures and audit of its books and records. All books and records shall
be open to inspection by any member unit of local government or its designate. The
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
public will have access to these records in accordance with the Oregon Public Records
Law (ORS 192.005 to 192.170).
B. The Commission has the discretion to establish purchasing rules, personnel policies, and
administrative procedures, in addition to the Bylaws, to conduct MACC's daily
business. This includes the ability to contract for services, sign leases, sign other
agreements, and employ professional staff.
C. Allocation of franchise fee revenues shall be in accordance with Exhibits.
Section 6. Duration of Agreement, Membership, Contracts for Services, Withdrawal, and Termination.
A. Duration. The duration of this Agreement is perpetual and the Commission shall
continue from year to year, subject to Subsection E.
B. New Membership. The Commission may consider requests from jurisdictions to
become members of MACC. An affirmative recommendation from the Commission
and unanimous consent of all member jurisdictions is required.
The Commission will consider the following criteria in evaluating a request for MACC
membership:
1) Common service provider;
2) Similarity of franchise agreement;
3) Geographic proximity to current members;
4) Level of services requested;
5) Current members should not incur any costs and there should be full cost recovery;
6) Potential benefits of new member to MACC; and
7) Willingness to support PEG Access allocation as required by a franchise.
C. Contracts for Services. The Commission may also consider requests from jurisdictions
to contract with MACC for services.
The Commission will consider the following criteria in evaluating whether to approve a
request for a MACC service contract:
1) Common service provider;
2) Similarity of franchise agreement;
3) Geographic proximity to current members;
4) Level of services requested;
5) Current members should not incur any costs and there should be full cost recovery;
and
6) Potential benefits of contracting jurisdiction to MACC.
D. Withdrawal from Membership. Member jurisdictions may not withdraw from
membership in MACC without the unanimous consent of the remaining members,per
Section 4.D. The Commission will require member jurisdictions wishing to withdraw
from membership to provide a minimum of one hundred and eighty (180) days written
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
notice to the Commission. Such notice will state the reasons for requested withdrawal
and the date requested for the withdrawal to become effective. Withdrawals without
consent may subject the withdrawing member to civil penalties, and other remedies,
from the Commission and the remaining members.
Generally,the Commission will not consent to withdrawals occurring during the
following periods:
1) During the last eighteen (18) month period of any common franchise agreement to
which they are a party;
2) Within the first eighteen(18) month period following the renewal of any common
franchise agreement to which they are a party.
Any net cash due and owing to the withdrawing member shall be paid within thirty (30)
days of the effective date of the withdrawal. Net cash is defined as the pro-rata share of
franchise fee revenues accrued, or which have accrued, as of the effective date of the
withdrawal,minus the present value of any MACC capital asset(s)held on the premises
of and proposed to be retained by the withdrawing member(e.g. built-in television
equipment funded by MACC grant). MACC capital assets, other than those held on the
premises of the withdrawing jurisdiction, and which are owned and/or directly used for
MACC operations, are excluded from consideration for this calculation. In applying this
provision, the Commission shall consider the value of the capital asset(s)held by the
jurisdiction compared to the amount due to the jurisdiction for settlement before
approval of the withdrawal.
E. Termination of Commission. The Commission may be terminated by mutual agreement
of all of the parties, subject to contractual obligations in existence at said time. As part
of this process, the Commission shall divide MACC's remaining prorated funds and
assets among the remaining parties after payment of all debts.
Section 7. General Terms.
A. Severability. The terms of this Agreement are severable and a determination by an
appropriate body having jurisdiction over the subject matter of this Agreement that
results in the invalidity of any part shall not affect the remainder of the Agreement.
B. Interpretation. The terms and provisions of this Agreement shall be liberally construed
in accordance with the general purposes of this Agreement.
C. Effective Date. This Agreement shall become effective upon acceptance by all the
MACC member jurisdictions of this Agreement.
D. Amendments. Amendments to this Agreement will be recommended by the
Commission to member jurisdictions in accordance with the provisions of Section 4,
subsection D. These shall become effective upon approval of member jurisdictions, as
certified by the Commission or MACC.
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
E. Effect of this Agreement. This 2002 Agreement ratifies the April, 1980, Agreement by
which MACC was formed, and recognizes MACC's continuous existence since its
formation. It replaces and supersedes the 1980 Agreement and all prior amendments
and addenda thereto. The separate Agreement between MACC and Washington County
dated October 1, 1996, as amended, remains in effect and is not affected by this
Agreement.
ATTEST
Effective on the date shown below, based on signatures by the appropriate officers duly authorized to
execute this Agreement on behalf of each governing body of the named jurisdictions of local
government.
Bruce Crest,Administrator
Date of Original Agreement: April, 1980
Date of This Agreement: (after approval by all member jurisdictions)
C:ISH-Docs)Commission JGAProposed Revised MACCIGA.doe
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
Exhibit A—TO (AT&T Comcast) Franchise Fee Allocation
This Exhibit affects the Franchise Fee revenues from the Franchise with TCI, whose parent is AT&T
Comcast), or its successors.
These franchise fees are attributable to member jurisdictions. Member jurisdictions hereby make
and continue allocations of these, or other,revenues for the operation of MACC for franchise
administration and regulation, and for PEG Access. These allocations, specified below, cannot be
increased without the unanimous consent of all member jurisdictions.
1. Allocation of Franchise Fee Revenues for MACC Administration
a. Member jurisdictions will contribute a maximum allocation of twenty percent(20%) of
franchise fee revenues collected for support of MACC administration. The Commission may
decide to receive less than this allocation for these purposes.
b. The Commission is authorized, as it deems appropriate, to enter into professional services
contracts to review the Grantee's financial reports, on an annual basis or otherwise. In the event
that such a review results in increased franchise payments from the Grantee, the first deduction
from such payments shall be for the reimbursement of the Commission's expenses incurred
under the contract for the review. The remainder of such increase shall be distributed in
accordance with the most recent quarterly distribution.
2. Allocation of Franchise Fee Revenues for PEG Access
The Commission recommends that member jurisdictions contribute a minimum allocation of
fifteen percent(15%)to MACC for the support of PEG Access.
Franchise fee allocations of affected member jurisdictions shall automatically renew for three-
year periods on July 1, 2002, 2005, 2008, and 2011. However, if a jurisdiction gives written
notice to MACC of their decision to reduce their PEG Access support below the minimum
recommended allocation prior to the first day of January preceding the end of any of these three-
year periods,the renewal of contributions from all members shall be suspended until such time
as the Commission can review the matter and make a recommendation to the governing bodies
of the member jurisdictions. If no member jurisdiction gives this notice, no action is required,
and the allocations automatically renew.
Notwithstanding this allocation commitment, the appropriation of funds is subject to the annual
process required of each jurisdiction pursuant to local budget law.
If a jurisdiction reduces its allocation commitment to a level below the recommended minimum,
the Commission may place restrictions on the PEG Access services provided to the jurisdiction
and/or its citizens.
Revised IGA as recommended by the MACC Board of Commissioners 09-13-02
METROPOLITAN AREA COMMUNICATIONS COMMISSION
RESOLUTION NO. 2002.08
A RESOLUTION APPROVING A REVISED INTERGOVERNMENTAL AGREEMENT,
AND RECOMMENDING APPROVAL OF THE AGREEMENT
BY THE MACC MEMBER JURISDICTIONS
WHEREAS, the Metropolitan Area Communications Commission, hereinafter"MACC",
is an intergovernmental commission formed in April 1980 under ORS Chapter 190, with
Washington County and the cities of Banks, Beaverton, Cornelius, Durham, Forest
Grove, Gaston, Hillsboro, King City, Lake Oswego, North Plains, Rivergrove, Tigard,
and Tualatin as current members; and
WHEREAS, the Commission has operated under the original intergovernmental
agreement, with several amendments, since that time; and
WHEREAS, in 2000, the Commission determined that the Agreement needed review
due to the passage of time and changes in governance and technology over the 20-year
history of the Commission; and
WHEREAS, the Commission appointed a Governance Committee to review the
Agreement, and to recommend any needed revisions; and
WHEREAS, the duly appointed Governance Committee met over a period of a year and
presented a recommendation to the full Commission that a new Intergovernmental
Cooperation Agreement be approved and submitted to the MACC member jurisdictions;
and
WHEREAS, the Governance Committee also recommended the adoption of new
bylaws following approval of the new Agreement, and those bylaws are scheduled for
separate review by the Commission; and
WHEREAS, the Commission considered the Governance Committee's recommendation
and agrees that this revised Intergovernmental Agreement should be approved and
adopted by all member jurisdictions;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE METROPOLITAN AREA COMMUNICATIONS COMMISSION:
Section 1. Agreement Approved.
The Commission hereby approves the new Intergovernmental Agreement, attached
hereto,and incorporated herein by this reference, subject to all the terms and conditions
contained therein.
MACC RESOLUTION NO. 2002-08
APPROVING REVISED INTERGOVERNMENTAL AGREEMENT
Section 2. Recommendation to Member Jurisdictions.
The Commission hereby recommends that each of the member jurisdictions approve
the Agreement by duly authorized enactment of each jurisdiction's governing body.
ADOPTED BY THE BOARD OF COMMISSIONERS OF THE METROPOLITAN AREA
COMMUNICATIONS COMMISSION this 13th day of September, 2002.
Dean Gibbs, Chair
Attachment: Revised MACC IGA
MACC RESOLUTION NO. 2002-08
APPROVING REVISED INTERGOVERNMENTAL AGREEMENT