HomeMy WebLinkAbout2.b. Discussion of franchise issues relating to FTTH/Rudder and CharterAGENDA ITEM: Discussion of franchise issues relating to
FTTH /Rudder and Charter
G EN A SECTION
cCIA V
PREPARED BY: Dwight Johnson, City Administrator
AGENDA NO. 2.13,
ATTACHMENTS: City letter detailing FTTH violations; letter
of response from FTTH; info packet from
FTTH
APPROVED BY:
,obi
RECOMMENDED ACTION: Consider options for addressing FTTH /Rudder franchise
violations and Charter Communications bankruptcy.
ROSEMOUNT EXECUTIVE SUMMARY
CITY COUNCIL
City Council Workshop Meeting: May 13, 2009
ISSUE
FTTH /Rudder has acknowledged that they are in violation of their franchise with the City. They have
waived their right to a public hearing, and have met with staff to identify several optional strategies for the
immediate future. I. has indicated they do not have the financial ability to continue to
develop and operate a system in Rosemount.
BACKGROUND
The City entered into a franchise agreement with r'1 "1'H Communication, LLC in 2002 to provide high
speed fiber optic cable throughout the City. In January, 2008 the City Council agreed to a revision in the
franchise agreement that changed several provisions including the schedule for the required build out of
the City. The schedule requires the build out to occur over a three year period and the first phase was to
have been completed by December 31, 2008. While some conduit was installed in the Fall of 2008, no
energized cable was installed as required. The revised franchise agreement was made with Rudder Capital
Corporation which bought out FTTH with the approval of the City. Other franchise violations included
lack of payment of required franchise fees, the failure to provide a letter of credit to the City, and
consistent failure to cablecast various governmental and educational programming as required.
Mr. Robert Vose, our attorney at Kennedy and Graven who specializes in franchise matters, detailed these
violations in a letter to the company dated March 12, 2009. A meeting was subsequently held with FTTH
/Rudder representatives at City Hall on April 8, 2009. The company indicated that it could not continue
financially and various alternative strategies were discussed (see attached letter from Mr. Kevin Kawell of
FTTH). The alternative strategies include:
1. FTTH attempts to sell the company to a large telecom company
2. FTTH attempts to sell to a smaller, regional telecom company following adjustments to the
franchise requirements
3. 1.1 al could sell to the City
4. City could enter into a partnership and help provide below market financing for a new buyer
5. City could enforce franchise revocation which would require F1"1'H to terminate cable service
(but not telephone or internet). City could also seek to impose penalties for franchise
violations.
Mr. Vose will be present to discuss these options and what impact they might have on the City and the
FTTH subscribers within Rosemount.
In addition, Charter Communications has declared bankruptcy, and Mr. Vose will also advise the City
Council on what actions might be needed by the City to address this issue. Charter Communications has
stated that they intend to continue operations during and after bankruptcy proceedings.
BRIEF DISCUSSION OF FTTH OPTIONS
Option one above is the best outcome, but seems improbable. A large telecom company would have the
capital resources to build out the system by December 31, 2011 as currently required.
Option two depends on the City's willingness to consider a much longer time frame for the build out of
the City, since a smaller telecom company will probably not have the resources to move faster.
Options three and four would require direct financial involvement by the City.
Option five is justified, but FTTH indicates that if the franchise is revoked it will likely seek to terminate
telephone and internet services in addition to cable services (such action would be subject to PUC
approval) and declare bankruptcy. This would result in hundreds of Rosemount customers losing cable,
internet and /or telephone service and having to find another provider. Additionally, while the City is
entitled to impose penalties for the various franchise violations, FTTH failed to provide a letter of credit
and is apparently insolvent making collection difficult.
The Council needs to determine if it wishes to entertain any of the first four options, or move directly to
option five which relates to enforcement of the franchise through revocation or penalties.
2
Kennedy
March 12, 2009
Offices in
Minneapolis
Saint Paul
St. Cloud
Randy Mortensen
Rudder Capital Corporation
2980 Commers Drive
Suite 200
St Paul, MN 55121
FTTH Communications, L.L.C.
4483 Evermoor Parkway
Rosemount, MN 55068
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337 -9300 telephone
(612) 337 -9310 fax
http://www.kennedy-graven.com
Affirmative Action, Equal Opportunity Employer
RE: NOTICE OF FRANCHISE VIOLATIONS;
NOTICE OF POTENTIAL FRANCHISE REVOCATION
Dear Mr. Mortensen:
Robert J. V. Vose
Attomey at Law
Direct Dial (612) 337 -9275
Email: rvose kemedy- graven.com
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
As you know, we are attorneys for the City of Rosemount "City This is to formally
notify you that FTTH Communications, L.L.C. "FTTH is again in violation of the
City's cable franchise.
By letter dated May 15, 2007, the City notified FTTH that it had failed to comply with
certain system build -out requirements. The City ultimately drew $31,200 in penalties
from FTTH's letter of credit for this and other violations. In response, and in conjunction
with a transfer of ownership and control over the cable system to Rudder Capital
Corporation "Rudder the City amended the franchise to modify and extend the build
out timelines. FTTH and its new corporate owner, Rudder, actively negotiated these
modifications and agreed to meet the new build -out timelines.
As amended, Section 2.7 of the franchise and Exhibits B and C require system
construction and extension of energized trunk cable substantially throughout Area 1 or
phase 1 as depicted in Exhibit B by December 31, 2008. FTTH has failed to timely
complete construction within that delineated area of the City.
In addition, Section 8.2(a) of the franchise was amended to require FTTH to provide a
sixty thousand dollar ($60,000.00) letter of credit to the City. The letter of credit amount
was increased to secure FTTH's compliance with the build -out timelines and other
franchise requirements. However, FTTH has failed to provide the letter of credit.
347568v1 RJV RS220 -239
Further, under Section 6.1(d) of the franchise as amended, FTTH is required to cablecast
all public, educational and governmental (PEG) access programming produced by the
City or City's designee. In addition, FTTH was required to establish, at its expense, a
live video feed from Rosemount City Hall to cablecast Rosemount's government access
channel (ch. 22 on Charter). FTTH was also required to establish, at its expense, a live
feed from Apple Valley City Hall to permit cablecast of PEG programming produced by
the Apple Valley, Farmington, Rosemount Cable Commission and ISD 196. FTTH is not
carrying Rosemount's government channel and has not established the required live
connections to the city halls. This constitutes three (3) separate, ongoing franchise
violations.
Under Section 7.1 of the franchise, FTTH is required to make quarterly franchise fee
payments to the City in an annual amount equal to 5% of its "gross revenues," as defined.
FTTH last paid franchise fees on March 17, 2008 for the 2' 3 and 4 quarters of 2007.
FTTH failed to pay any franchise fees for 2008. This is an ongoing franchise violation.
Under Section 6.4 of the franchise, FTTH is required to make quarterly payments to the
City to support PEG expenses. The PEG fee amount for 2007 was .25 per subscriber,
per month. FTTH failed to pay any PEG fees for 2008. This is an ongoing franchise
violation.
Both franchise fees and PEG fees may be itemized on customer bills and collected from
customers. To the extent FTTH has been itemizing and collecting such fees from
customers but not remitting those collections to the City as required by law, be advised
that FTTH may be incurring civil or criminal liability beyond the franchise violations
noted above.
Pursuant to Section 8.2 of the franchise, the City may impose certain penalties for these
violations in addition to recovering all amounts due. Because there are many ongoing
violations each of which is considered a separate violation for which a separate daily
penalty can be imposed, and because the specific franchise fee and PEG fee amounts
owed to the City are derived from records held by FTTH, we are unable to compute the
total amount of FTTH's potential liability. It is evident, however, that the fee amounts
due and penalty amounts that may be imposed significantly exceeds $60,000.00.
Pursuant to Section 9.1 of the franchise, the City may revoke the franchise if FTTH: (i)
has violated a material franchise provision; (ii) has attempted to evade any material
franchise provision; (iii) has practiced fraud or deceit upon the City or subscriber; (iv) is
adjudged bankrupt.
This constitutes notice of franchise violations under both Section 8.2(e) (monetary
penalties) and Section 9.2 (revocation). In order to contest the imposition of penalties,
FTTH must, within fifteen (15) days of receipt of this notice, notify the City in writing
that there is a dispute as to whether a violation or failure has in fact occurred. Any such
written notice must specify with particularity the matters disputed. The City will hear
347568v1 RN RS220 -239
any such dispute at a regularly scheduled Council meeting within sixty (60) days of
notice of such dispute. For purposes of contesting revocation, FTTH is entitled to a sixty
(60) day cure period after which the City must hold a public hearing affording due
process.
The violations alleged in this notice are very serious. It may be difficult for FTTH to
remedy all violations simultaneously. However, FTTH must promptly remedy the failure
to pay franchise fees and PEG fees and failure provide a letter of credit. Unless these
corrective actions are completed within sixty (60) days, the City must consider revocation
of the franchise.
Finally, the City is aware that Telcom Construction, Inc. has filed a mechanic's lien
statement alleging that FTTH owes that subcontractor approximately $375,000 for
system construction work. We further understand that the subcontractor has filed suit
against FTTH. Under Section 7.4 of the franchise, the City is entitled to inspect any
records FTTH maintains that relate to the franchise or system operations including
specifically FTTH's accounting and financial records. The City hereby demands review
of FTTH's financial records at a mutually agreed upon time and place. Promptly propose
the time and place for production of such records within a period not to exceed ten (10)
days.
Yours truly,
i?,0&14
Robert J.V. Vose
cc: Charlie LeFevere, City Attorney
Dwight Johnson, City Administrator
347568v1 RN RS220 -239
Kevin Kawell
FTTH Communications
2980 Commers Drive
Eagan, MN 55121
4 -8 -09
Response to FTTH Sale Questions
technology of tomorrow, service of yesterday
FTTY ft Alf
COMMON /CAT IONS
The City of Rosemount (City) and FTTH convened for a meeting to discuss the
Franchise violations and remedies for obtaining compliance in the future. FTTH clearly
explained seriousness of the current financial hardship that had come upon FTTH in
November of 2008. The financial state of FTTH has required Rudder Capital to put the
FTTH subsidiary up for sale. Rudder expects to sell FTTH to a viable telecom company
that has the ability to meet all the financial obligations of FTTH which most certainly
includes the meeting the build out obligations of the Franchise.
There were (4) violations discussed in depth. The first violation was the Franchise
Fees. FTTH provided a check to the City at the meeting for the current balance due
with a commitment to stay current going forward. The second violation was the PEG
channels. FTTH informed the City that the PEG channels were held up due to lease
negotiations with the City of Apple Valley to enter the building. Resolution to the lease
was accomplished in December 2008. However, FTTH was unable to obtain the
$10,000 required to purchase the necessary equipment to turn up the channels. The
completion of the PEG channels is postponed until the sale. The third violation was the
letter of credit. The City asked if the letter of credit could be produced through our
lender. FTTH made it clear that our lender would not issue a letter of credit. It is likely
the purchasers of FTTH will negotiate a new amount. The final violation discussed was
the build schedule. FTTH stated it is unable to proceed with any advancements of the
build out. There is no capital available to do so. The capital will need to come from the
new buyer.
There was much discussion on the options going forward to look out for the best interest
of the residents and the City. It was concluded that the best solution would be for a
large telecom company to buy FTTH. However, there is only one interested party that
qualifies. FTTH stated there are smaller telecoms that have expressed interest, but the
Franchise obligations drive them away. FTTH stated that if the Franchise obligations
could be adjusted, other companies would come to the table to negotiate. With the
premise that it would be far better to have FTTH change hands rather than go bankrupt,
several options were discussed on how to move forward based on the current market
conditions. Although not stated in the meeting, it would be not be in the best interest of
the City or to the expedient sale of FTTH for the City to impose penalties for non-
compliance of the Franchise. It is FTTH's expectation that the City will not enforce their
right to levy penalties and renew the agreement with the new owner. Below are the
options discussed for consideration by the City.
Capital Spent
Yearly
Years to
Complete 6M
Plan
250,000
24
500,000
12
750,000
8
1,000,000
6
1,250,000
4.8
1,500,000
4
1,750,000
3.4
2,000,000
3
2,250,000
2.7
2,500,000
2.4
2,750,000
2.2
3,000,000
2
Capital Spent
Yearly
Years to
Complete 6M
Plan
3,250,000
1.8
3,500,000
1.7
3,750,000
1.6
4,000,000
1.5
4,250,000
1.4
4,500,000
1.3
4,750,000
1.3
5,000,000
1.2
5,250,000
1.1
5,500,000
1.1
5,750,000
1
6,000,000
1
Bankruptcy vs. Sale Valuation
The bankruptcy value is $1,000,000. This is the summation of the physical assets
which include fiber in the ground, customer premise equipment and head -end
equipment. Bankruptcy alleviates the entire Accounts Payable for FTTH and
discontinues all service obligations to the customer. This would be an easy out option
for Rudder Capital, but hurts most, if not all the parties. The City and FTTH are of the
opinion that the sale of FTTH is the best option for everyone.
The sale valuation is $2,500,000. This price includes approximately $800,000 in
accounts payable due immediately to various vendors and $1,700,000 for the purchase
of the FTTH system. The FTTH system includes fiber in the ground, customer premise
equipment, head -end equipment, Rosemount Franchise, NCTC Content Agreements,
and an active customer base of 750+ customers with annual revenues of $850,000.
Please see the provided prospectus for details.
Franchise Amendment Considerations for Future Buyers
The issue with the Franchise is not how many years does a company have to complete
the build, but rather how much capital can the company spend each year to fulfill the
Franchise. The entire overbuild of Rosemount is estimated between 6 -7 million dollars.
This figure considers inflation and additional development within the city. The matrix
below will give you a snapshot of how many years the project will take based on yearly
commitment of capital. This chart must be discussed with the future buyer to determine
their commitment level. This level will estimate the number of years to complete.
Consideration of JV Partnership
The City could enter into a JV Partnership with a potential buyer. The city would be
able to provide capital at rates a new owner could have a financially sound model to
undertake the Franchise build obligations. This would need to take place in concert with
the negotiated amendments to the Franchise obligation. The new owner would assume
the operational role for the company. It would be expected that terms and obligations
would be drafted by both parties in mutual agreement and understanding.
Consideration of Purchase by City
The City also has the option to consider the outright purchase of FTTH. The city has
the ability to negotiate a price that considers all aspects of the sale. Aspects include,
but not limited to, the franchise valuation, the asset values, content contracts, current
revenues, city control of project and the value to the community at a minimum. The
operational expertise to run a telecom company would come with the purchase of
FTTH. FTTH currently has 3 full time employees. This option is the least encumbered
by legal issues and could be move forward quickly. The prospectus will provide the
baseline of details of the value of FTTH.
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