Resolution No. 19-40 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 19- yo
A RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF THE FRANCHISEE AND
OF THE CABLE FRANCHISE GRANTED TO FRONTIER COMMUNICATIONS CORPORATION
TO NW FIBER,LLC,WITH CONDITIONS
WHEREAS, the Metropolitan Area Communications Commission ("MACC" or the "Commission,") is an
intergovernmental commission formed under ORS Chapter 190, with the membership of Washington
County and the cities of Banks,, Beaverton, Cornelius,Durham, Forest Grove, Gaston,Hillsboro,King City,
Lake Oswego, North Plains,Rivergrove,Tigard,Tualatin and West Linn; and
WHEREAS, certain MACC jurisdictions granted cable television franchises to Verizon Northwest, Inc.
("Franchisee"), a subsidiary of Verizon Communications, Inc., in 2007 for a period of 15 years
("Franchises");and
WHEREAS, the jurisdictions that granted the Franchises to Verizon are Washington County and the cities
of Beaverton, Cornelius, Durham, Forest Grove, Hillsboro, King City, Lake Oswego, Rivergrove, Tigard
and Tualatin (the "Affected Jurisdictions"); and
WHEREAS, in 2009, the Affected Jurisdictions approved the transfer of the Franchises from Verizon to
Frontier Communications Corporation as Frontier Communications Northwest, Inc., which then became
the Franchisee;and
WHEREAS, on July 19, 2019, MACC received a Federal Communications Commission Form 394
Application ("Application") by which Frontier Communications Corporation, the corporate parent of
Franchisee, and Northwest Fiber, LLC ("Northwest Fiber" or "Transferee") requested approval from
MACC and the Affected Jurisdictions of a proposed transfer of control of the Franchisee and its Franchises
to Northwest Fiber;and
WHEREAS, following the completion of the transactions constituting the transfer of control, Northwest
Fiber would assume control of the local cable operations of the Franchisee, but must also secure certain
other facilities and agreements to provide a comparable cable service to that currently provided by
Franchisee;and
WHEREAS, federal law and Section 11 of the Franchises authorize MACC and its member jurisdictions to
review any proposed transfer of control, including the proposed transaction as described in the Application
and as clarified in answers to questions presented by MACC to the Franchisee and Northwest Fiber to
determine the impact on the proposed Franchisee's ability to perform the Franchise obligations based on
the legal, financial, and technical qualifications of the Transferee;and
WHEREAS, Section 11 of the Franchises also authorizes MACC and its member jurisdictions to condition
approval of a transfer upon such terms and conditions as they deem reasonably appropriate within the legal,
financial, and technical framework provided by the Franchises and federal law;and
RESOLUTION NO. 19-'/Q
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WHEREAS, MACC has reviewed the materials provided by the Franchisee and Northwest Fiber in the
Application and in response to requests for information originally provided to Northwest Fiber on August
6, 2019, and subsequently revisited and further investigated on numerous occasions through September 30,
2019;and
WHEREAS, the review now being completed except for certain issues necessarily addressed in a
prospective manner through conditions, the MACC Commission adopted Resolution No. 2019-02
recommending the Affected Jurisdictions approve the Application, provided those conditions and
assurances are obtained from Frontier and Northwest Fiber,which Resolution is attached here as Exhibit A;
and
WHEREAS,pursuant to Section 4(E) of the MACC Intergovernmental Agreement, final approval would be
granted only if all eleven Affected Jurisdictions also approve the Application as recommended by MACC;
and
WHEREAS, MACC conducted a duly noticed public hearing concerning the proposed transfer on October
1,2019;
WHEREAS, the Tigard City Council deems it to be in furtherance of the public interest and the welfare of
its citizens to consent to the transfer request, subject to appropriate conditions.
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: Legal, Technical and Financial Qualifications of the Transferee. MACC has found that the
Franchisee and Transferee have the necessary legal, technical and financial qualifications to
perform the required duties under the Franchise Agreement, provided certain conditions are
imposed on the proposed transfer of control.
SECTION 2: Consent to the Transfer of Control. The Tigard City Council hereby consents to the transfer
of control of the Franchisee and of the Franchises as set forth in the Federal
Communications Commission Form 394, subject to the conditions set forth in Section 3,
below.
SECTION 3: Conditions to the Transfer of Control. The approval of the proposed transfer of control shall
not take effect until such time as each of the following conditions is met:
1. All eleven MACC Affected Jurisdictions approve the transfer of control.
2. The Frontier Communications Corporation/Northwest Fiber, LLC transaction
("Transaction")must close with all material terms substantially consistent with the Transition
Services Agreement submitted as Exhibit B to the MACC Request for Information of August
6, 2019, as well as the information provided to MACC or the Mount Hood Cable Regulatory
Commission ('MHCRC'� in public documents and responses to Requests for Information
submitted by MACC and the MHCRC by May 28,2020. If the Transaction does not close as
described in this paragraph, then the Affected Jurisdictions' consent to the transfer shall be
void and of no force or effect, and the transfer request deemed to have been timely denied,
unless otherwise agreed by Northwest Fiber and the Affected Jurisdictions. Frontier,
Northwest Fiber and the Franchisee hereby waive any and all claims that they may have that
any denial of the transfer request that results from failure of the conditions in this paragraph
fails to satisfy the deadlines established by applicable law including,without limitation,claims
RESOLUTION NO. 19- 7'0
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based on, arising out of,or relating to 47 U.S. C. section 537,as amended,and agree that they
shall be deemed to have agreed to an extension of the time to act on the transfer request as
required to make any denial effective.
3. The Transaction is approved by any required federal or state agency and any local
government requiring approval.
4. In all respects and without exception, Northwest Fiber and Franchisee agree and
acknowledge that the transfer of control will not affect, diminish, impair or supersede the
binding nature of the existing valid ordinances, settlement agreements, side letters, regulatory
actions, franchises, resolutions, and agreements applicable to operation of the cable system
(including but not limited to payment of franchise fees and other amounts due under the
Franchise,non-compliance issues and indemnification as provided in the Franchise) whether
prior to or subsequent to the date of the control of the Franchise and Franchisee were
transferred to Northwest Fiber. Northwest Fiber shall at all times cause Franchisee to
comply,and Franchisee shall comply,with all of the above.
5. In lieu of the current obligations of the Franchise Section 13.6, "Letter of Credit,"
Franchisee, under the control of Transferee, provides and maintains an irrevocable letter of
credit or performance bond in a form acceptable to MACC in the amount of $250,000 to
secure the faithful performance by Franchisee of all material provisions of the Franchises
through the end of the current Franchise term. In addition, Northwest Fiber will execute a
guarantee of Franchise performance in substantially the form attached as Exhibit B within ten
(10) days of the close of the Transaction.
6. Frontier has paid MACC all reimbursement costs due as a result of review of the
transfer of control application, consistent with the separate agreements concerning those
costs,up to$15,000,which may be offset against future Franchise fees by Franchisee.
7. Transferee provides current contact information for notice recipients under Section
16.5 of the Franchise.
8. MACC and its Affected Jurisdictions' consent to the transfer of control shall not be
construed to constitute a waiver or release of any rights they may have under the Franchise
and any separate written agreements with the Franchisee and Franchisee's lawful successors.
9. No later than November 1,2019,Transferee will provide MACC with a progress report
of its acquisition of linear broadcast content, including a listing of national and local
content providers with which: (1) Transferee has signed agreements; (2) Transferee has
pending agreements being negotiated; and (3) Transferee is pursuing agreements.
Transferee will use commercially reasonable efforts to enter into such agreements with linear
broadcast vendors representing at least 75% of the linear broadcast channels provided by
Frontier on its channel lineup labeled as Prime HD as of the closing of the transaction.
10. Transferee acknowledges these conditions of approval of the transfer of control in
writing no later than November 1,2019.
SECTION 4: Authorization to Execute and File Resolution. The Mayor and his designees are authorized
to execute and file a copy of this Resolution with MACC.
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SECTION 5: This resolution is effective immediately upon passage.
PASSED: This 1-:2 day of 2019.
May -A of Tigard
ATTEST:
�4 &A6ZA.2
City Recorder-City of Tigard 61
RESOLUTION NO. 19-Vo
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