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HomeMy WebLinkAbout2.a. FTTH Franchise Agreement RevisionsAGENDA ITEM: FTTH Franchise Agreement Revisions TI ON: PREPARED BY: Dwight D. Johnson, City Administrator AGENDA NO. iv it, ATTACHMENTS: Franchise Agreement amendments; Staff packet report for November 17, 2009; Staff update memo of December 3, 2009; excerpt from State Statutes; Transfer Application Form FCC 394 APPROVED BY: ©DJ RECOMMENDED ACTION: Discussion Item !C ROSEMOUNT CITY COUNCIL City Council Special Workshop Meeting December 21, 2009 BACKGROUND The City Council met with Jeffrey Feldman of EveresTV on October 14, 2009. Mr. Feldman signed a purchase agreement to buy FTTH on or about December 2, 2009. One condition of the agreement is the approval of a satisfactory franchise agreement with the City. Mr. Feldman is currently in control of FTTH pursuant to a management agreement signed with Rudder Capital. The City Attorney, Bob Vose, has previously opined in an update to you dated November 10th that we are proceeding with amendments to the current franchise agreement rather than developing a new agreement since the transaction essentially consists of the purchase of the business as opposed to a simple purchase of the remaining assets of FTTH. We are now at the stage where we are drafting the key amendments to the franchise agreement based upon further discussions with Mr. Feldman. FRANCHISE AMENDMENTS DISCUSSION EXECUTIVE SUMMARY Letter of Credit Amount The initial letter of credit for FTTH in 2002 was $10,000. When the franchise was renegotiated with Rudder Capital in 2007, the amount was increased to $60,000. Mr. Feldman has argued that using the $60,000 amount will prevent him from making needed system improvements right away, including adding DVR capability and adding HD channels to the FTTH lineup. The proposed franchise agreement returns the letter of credit amount to the original $10,000 amount. Build Out As previously noted, Mr. Feldman believes that most of the year 2010 is needed to stabilize the company and verify its revenues and operations. Therefore, he proposes little or no build out activities in 2010. Nevertheless, state law currently requires "substantially" full build out by the end of five years. The proposed new franchise language sets a benchmark of 900 new housing units being "passed" by December 31, 2011. This would nearly double the current build out of FTTH in Rosemount by the end of the first two years. The agreement would then make reference to the Minnesota State law regarding build out and incorporate that into the franchise agreement. Finally, from 2011 on, there would be a minimum build out of 500 housing units per year each year until full build out is achieved. This would protect the City from the scenario experienced under Rudder Capital's ownership where construction came to a complete halt in late 2008 and did not resume. However, there would be no specific year by year benchmarks for what must be built or where it must be built, other than the December 31, 2011 benchmark. Finally, the build out provisions would require that fiber be installed to new developments when other utilities are being installed and that the Business Park would also be served within the five year time period. PEG (Public, Education, and Governmental) programming. The consistent and timely re- broadcast of PEG programming, including Council meetings and ISD 196 School Board meetings, has been an ongoing concern with FTTH. Re- broadcasts are often very late or do not occur at all. The new franchise language would allow six months to provide the necessary connections and other arrangements to fully meet the requirements in the current franchise agreement. Financial Review. Mr. Feldman submitted his required form FCC 394 on December 17th and the required financial information on December 18th. We are turning over this information immediately to Ehlers, one of the City's financial consultants for review. Mr. Feldman was waiting for his December tax credit payment from the State of New Jersey before he submitted all of the financial information. He has now received notice of his payment to include with the documents. Ehlers indicates that they will need one to two weeks to review the information. The City Attorney will review the other information on Form FCC 394. CONCLUSION This special meeting is intended to review the proposed changes to the FTTH franchise agreement at a conceptual level, subject to final wording by the City Attorney. The biggest change in approach is in the build out requirements, where we are no longer proposing to have annual milestones and specific maps for the work to be done each year, but still will maintain the requirements of state law. Recent experience shows that the economy and other unforeseeable external events can substantially influence what happens in any given year. Staff would like to have the Council identify any changes in approach to any of the franchise issues noted above before a final franchise document is presented for approval in January. 2 THE CITY COUNCIL OF THE CITY OF ROSEMOUNT, MINNESOTA, ORDAINS as follows: Section 1. * ** d. CITY OF ROSEMOUNT COUNTY OF DAKOTA STATE OF MINNESOTA ORDINANCE NO. AN ORDINANCE AMENDING THE FTTH CABLE FRANCHISE, ORDINANCE NO. . Rosemount Ordinance No. , Section 6, paragraph 1 is amended as follows (deletions shown as strikeouts, additions shown in bold/underline): Public, Educational and Government Access. , Grantee will cable cast all PEG access programming produced by the City or City's designee. Within one y ar of the Effective Date of this Franchise, tThe Grantee will maintain the provide live video feed from City Hall. In addition, on or before October 1, 2008, Grantee will begin cable casting ISD 196 Channel 10 and will provide or obtain a live video feed or connection from Apple Valley City Hall and cable cast PEG access programming produced by the Apple Valley, Farmington Rosemount Cable Commission including Rosemount/Dakota County Channel 4-22, Apple Valley/Farmington Channel 16 and the public access channel produced by the Cable Commission. On or before January 1, 2009 Grantee shall present a plan and timetable for obtaining and cable casting Regional Channel 6 to Access Channel 12. Grantee shall be responsible for the cost of obtaining the foregoing program feeds or connections, and the cost of any equipment necessary to cable cast such programming. Any PEG programming originated from FTTH facilities will be provided to all public buildings Section 2. Rosemount Ordinance No. , Section 8, paragraph 2 is amended as follows (deletions shown as strikeouts, additions shown in bold/underline): Letter of Credit. Section 3. a. At the time of acceptance of this Franchise, Grantee shall deliver to the City an irrevocable and unconditional Letter of Credit, in form and substance acceptable to the City, from a National or State bank approved by the City, in the amount of Sixty Ten Thousand Dollars ($610,000.00). [Remainder unchanged] Rosemount Ordinance No. , Exhibit C is amended as follows (deletions shown as strikeouts, additions shown in bold/underline): EXHIBIT C Exhibit B C is a map showing the location of Grantee's system as currently constructed as of January 1, 2010, along with a schedule for completion of construction of the Grantee's initial service areas. Grantee shall extend its system and offer service to all homes or dwelling units in Ar as 1, 2 and 3, and those portions of Area ^ meeting the density The City and Grantee acknowledge that the Grantee has applied for necessary governmental permits, licenses, certificates, and authorizations in order to construct a system serving the City and that such system construction is underway as of the date of the granting of this franchise. Grantee shall continue to apply for permits associated with work in specific portions of the right -of -way as construction proceeds. Energized trunk cable must be extended substantially throughout the Area 4- depicted on Exhibit B, and all associated system construction installation of an additional 800 dwelling units must be completed by December 31, 2008 2011; energized trunk cable must completed by Deeember-3-1,- 200Tener-21209 trunk cable must be extended substantially 2010; energized trunk cable must be extended substantially through construction must be completed by December 31, 2011. Persons along the route of the energized cable must have individual drops as desired during the same period of time. Thereafter, the system shall be extended throughout the remainder of the City consistent with the Franchise and in accordance with Minnesota Statutes, Section 238.084,. Construction phases must result in a minimum of installations of service to at least 500 new dwelling units per year after 2011 and the Rosemount Business Park. . _ Arias" in maps on file with the City. Such maps contain additional construction deadlines - A - "tradc secret information" which is nonpublic under Minnesota Statutes, Section 13.37. 2 Section 4. Rosemount Ordinance No. , Exhibit B and deleted and replaced with the following: ATTEST: City Clerk Grantee; (2) that Grantee reasonably attempts to k known to, and not being readily - ascertainable by, competitors that could value from disclosure of such maps. Upon completion of system construction in Grantee's initial service areas, Grantee will extend its system and services in accordance with Section 2.7 of the Franchise. The requirements herein may be waived by the City upon occurrence of unforeseen events or acts of God. The City may only agree to such modifications by amendment to this Franchise. Insert new current service area map and future service area. Section 5. This Ordinance shall be in effect following its passage and publication. ADOPTED this day of , 2010, by the City Council of the City of Rosemount. 3 CITY OF ROSEMOUNT William H. Droste, Mayor AGENDA ITEM: FTTH Update AGENDA SECTION: lAr'cla-" AGENDA NO. 7 . PREPARED BY: Dwight Johnson, City Administrator ATTACHMENTS: Memo from Attorney Bob Vose; Letter to FTTH and EveresTV; Revised buildout schedule APPROVED BY: PO) RECOMMENDED ACTION: Update only 4 ROSEMOUNT CITY COUNCIL City Council Workshop Meeting November 17, 2009 EXECUTIVE SUMMARY BACKGROUND On October 14th, the City Council met with Jeffrey Feldman of EveresTV in Fort Lee, New Jersey. Mr. Feldman is the President and CEO of EveresTV and is the proposed buyer of FTTH. On the same evening, the City Council voted to extend the current FTTH franchise until April 21, 2010 to allow time for a new or transferred franchise agreement to be developed and approved for the new owner. DISCUSSION The attached memo from Attorney Bob Vose indicates that, based on information from Mr. Feldman, we are moving the in direction of amending the current franchise agreement rather than develop an entirely new one, since FTTH will continue to exist in its current corporate form, but with new ownership and management. Issues being discussed include the build out of the system. Current state law indicates that the build out needs to occur within five years. Mr. Feldman has submitted a revised buildout funds will be obligated for the entire buildout within five years, but actual construction of one subarea may not be complete until early 2015. Other issues under discussion include our request for assurance that proper financing is in place to complete at least the first year's build out in 2010. If this satisfactorily accomplished, we believe that the required letter of credit could return to the original amount of $10,000 as Mr. Feldman has requested. Mr. Feldman has agreed to pay up to $10,000 of our legal costs. We have recently advised Mr. Feldman that he must complete form FCC 394, which will serve as his formal application and requests financial information about the company. When this is received, we intend to engage the Ehlers Company, financial advisors, to review the financial information on our behalf. Mr. Feldman would like to have a franchise agreement in place by the end of the year; we have made it clear that much of our timetable depends upon how fast he can provide us with the information that we need. CHARTERED 470 US Bank Plaza 200 South Sixth Street Minneapolis MN 55402 (612) 337 -9300 telephone (612) 337 -9310 fax http://www.kennedy-graven.com MEMORANDUM TO: Dwight Johnson, Rosemount City Administrator FROM: Bob Vose, Assistant City Attorney DATE: November 10, 2009 RE: FTTH franchise; potential transfer to EveresTV This is to provide a brief status update. As you know, there have been several recent communications between the parties including your letter to Mr. Engels and Mr. Feldman dated October 22, 2009. The fundamental question we have been focused on is whether Rudder's proposed transaction with EveresTV should be processed as a franchise transfer or as a request for issuance of a new franchise. This question is somewhat complicated because there are different processes to follow and different risks and potential benefits associated with each. Moreover, the current franchise has been revoked effective in April, 2010. We have decided to base this decision on the nature of the proposed transaction. Accordingly, in your letter you asked Mr. Feldman, EveresTV's representative, whether the plan is to acquire FTTH as a going concern or simply buy FTTH's assets. Mr. Feldman responded that: "I am setting up an LLC entity to buy the equity units held by the current LLC owners of FTTH so a stock purchase versus an asset purchase." As a result, we will treat this as a transfer of control over the franchise from Rudder to EveresTV. This is how the City treated the prior transaction in which Rudder assumed control. There is relatively little to be gained by revoking the current franchise held by FTTH (under Rudder) and issuing a new franchise to FTTH (under EveresTV). The entity holding the franchise —FTTH— remains the same. The parties must file an FCC form 394 to start the transfer review process. This process gives the City 120 days for review but we anticipate a much shorter timeline. The form will contain information about EversTV's finances which we will have reviewed by a third -party financial advisor. Everestv has acknowledged its obligation to reimburse the City's legal and other professional expenses in this process. Of course, EversTV is also seeking franchise amendments to modify the build -out schedule and reduce the letter of credit amount We anticipate that any resolution approving the transaction will be conditioned upon EveresTV's production of proof that the initial phases of any modified build -out will actually be completed. Finally, your letter noted the statutory requirement that any build -out be substantially competed within 5 years and proceed at a rate of at least 50 plant miles per year. Minn. Stat. § 238.084, Subd. 1(m). I understand that EveresTV is producing a proposed build - out schedule that will comply. In any case, the company will indemnify the City fully against any potential claims arising over this issue. I would anticipate presentation of the results of the financial review, a proposed resolution addressing the franchise transfer, and proposed franchise ordinance amendments as a "package." The timing for Council consideration of these matters is largely in EveresTV's hands but must occur prior to April, 2010 when the franchise revocation becomes effective. 1 The $60,000 letter of credit previously issued by Alliance Bank expired on or about November 8, 2009. The City drew approximately $38,000 from that LOC in 2007 and only the difference remained. K ROSEMOUNT To: Mayor and City Council members From: Dwight Johnson Date: December 3, 2009 Subject: Update on status of FTTH CITY COUNCIL M E M O R A N D U M I heard from Jeffrey Feldman this morning. He signed his purchase agreement with FTTH /Rudder last evening at about 6 pm. Effective immediately, he is in charge of FTTH under the terms of a management agreement. I understand the purchase agreement is subject to a franchise agreement being approved. He said the delay over the last couple of weeks has been related to a clarification between Rudder and himself over the handling of some sales tax obligations, which he had understood would be taken care of before he assumed control of the company. In several recent conversations, Jeffrey has indicated that he must spend most of 2010 stabilizing the company before he can begin a substantial build out program, which he still intends to do. The reasons for this include: (1) his New Jersey tax credit money is likely to be $450 - $500,000 rather than the $600 - $650,000 he was previously assuming; (2) FTTH is losing a major out of town customer (Lonsdale Telephone Company) at the end of the year; (3) he still intends to install new DVR equipment into the system right away (cost $50- $60,000); (4) he may wish to install a second router so the service is less prone to interruptions (which loses customers); (5) he still needs to deal with the money owed to the subcontractor (Telecom) who partially installed some conduit for FTTH last year; and (6) the sales tax owed by FTTH seems to have partially fallen to Jeffrey to finance. He does plan to move ahead and finish the areas of Rosemount that had conduit installed last year as soon as practicable, but it won't be until late in 2010 or 2011. His previous buildout plan assumed $700,000 per year of construction. He is developing a new plan that he will have for us next week that will show a ramping up of the buildout with increasing amounts each year. He still plans to show the entire developed part of the City being built out within a five year time period as required by Minnesota law. He plans to make a trip to Minnesota and visit with us during the week of December 14` to try to reach agreement on the main issues of a franchise transfer /amendment. It is his hope that we can reach agreement and have the City approve the transfer of ownership and any amendments to the current franchise agreement by our January 5 council meeting. I said that we will need his FCC form 394 information right away, now that he has concluded his purchase agreement. Form 394 includes the necessary financial information. 238.084, 2009 Minnesota Statutes Page 1 of 3 2009 Minnesota Statutes 238.084 REQUIRED CONTENTS OF FRANCHISE ORDINANCE. Subdivision 1. All systems. The following requirements apply to all cable communications systems unless provided otherwise: (a) a provision that the franchise shall comply with the Minnesota franchise standards contained in this section; (b) a provision requiring the franchisee and the franchising authority to conform to state laws and rules regarding cable communications not later than one year after they become effective, unless otherwise stated, and to conform to federal laws and regulations regarding cable as they become effective; (c) a provision limiting the initial and renewal franchise term to not more than 15 years each; (d) a provision specifying that the franchise must be nonexclusive; (e) a provision prohibiting sale or transfer of the franchise or sale or transfer of stock so as to create a new controlling interest under section 238.083, except at the approval of the franchising authority, which approval must not be unreasonably withheld, and conditioned that the sale or transfer is completed pursuant to section 238.083; (t) a provision granting the franchising authority collecting a franchise fee the authority to audit the franchisee's accounting and financial records upon reasonable notice, and requiring that the franchisee file with the franchising authority annually reports of gross subscriber revenues and other information as the franchising authority deems appropriate; (g) provisions specifying: (1) current subscriber charges or that the current charges are available for public inspection in the municipality; (2) the length and terms of residential subscriber contracts, if they exist, or that the current length and terms of residential subscriber contracts are available for public inspection in the municipality; and (3) the procedure by which subscriber charges are established, unless such a provision is contrary to state or federal law; (h) a provision indicating by title the office or officer of the franchising authority that is responsible for the continuing administration of the franchise; (i) a provision requiring the franchisee to indemnify and hold harmless the franchising authority during the term of the franchise, and maintain throughout the term of the franchise liability insurance in an amount as the franchising authority may require insuring both the franchising authority and the franchisee with regard to damages and penalties that they may legally be required to pay as a result of the exercise of the franchise; (j) a provision that at the time the franchise becomes effective and thereafter until the franchisee has liquidated all of its obligation with the franchising authority, the franchisee shall furnish a performance bond, certificate of deposit, or other type of instrument approved by the franchising authority in an amount as the franchising authority deems to be adequate compensation for damages resulting from the franchisee's nonperformance. The franchising authority may, from year to year and in its sole discretion, reduce the amount of the performance bond or instrument; (k) a provision that nothing contained in the franchise relieves a person from liability arising out of the failure to exercise reasonable care to avoid injuring the franchisee's facilities while performing work connected with grading, regrading, or changing the line of a street or public place or with the construction or reconstruction of a sewer or water system; (1) a provision that the franchisee's technical ability, financial condition, and legal qualification were considered and approved by the franchising authority in a full public proceeding that afforded reasonable notice and a reasonable opportunity to be heard; (m) a provision in initial franchises identifying the system capacity and technical design and a schedule showing: (1) that construction of the cable communications system must commence no later than 240 days after the granting of the franchise; (2) that construction of the cable communications system must proceed at a reasonable rate of not less than 50 plant miles constructed per year of the franchise term; (3) that construction throughout the authorized franchise area must be substantially completed within five years of the granting of the franchise; and (4) that the requirement of this section be waived by the franchising authority only upon occurrence of unforeseen events or acts of God; (n) unless otherwise already provided for by local law, a provision that the franchisee shall obtain a permit from the proper municipal authority before commencing construction of a cable communications system, including the opening or disturbance of a street, sidewalk, driveway, or public place. The provision must specify remedies available to the franchising authority in cases where the franchisee fails to meet the conditions of the permit; (o) unless otherwise already provided for by local law, a provision that wires, conduits, cable, and other property and facilities of the franchisee be located, constructed, installed, and maintained in compliance with applicable codes. The provision must also specify that the franchisee keep and maintain its property so as not to unnecessarily interfere with the usual and customary trade, traffic, or travel upon the streets and public places of the franchise area or endanger the life or property of any person; (p) unless otherwise already provided for by local law, a provision that the franchising authority and the franchisee shall establish a procedure in the franchise for the relocation or removal of the franchisee's wires, conduits, cables, and other property https://www.revisor.mn.gov/statutes/?id=238.084 12/18/2009 238.084, 2009 Minnesota Statutes Page 2 of 3 located in the street, right -of -way, or public place whenever the franchising authority undertakes public improvements that affect the cable equipment; (q) a provision incorporating by reference as a minimum the technical standards promulgated by the Federal Communications Commission relating to cable communications systems contained in subpart K of part 76 of the Federal Communications Commission's rules and regulations relating to cable communications systems and found in Code of Federal Regulations, title 47, sections 76.601 to 76.617. The results of tests required by the Federal Communications Commission must be filed within ten days of the conduct of the tests with the franchising authority; (r) a provision establishing how the franchising authority and the person operating a cable communications system shall determine who is to bear the costs of required special testing; (s) a provision stating that no signals of a class IV cable communications channel may be transmitted from a subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the subscriber. The request for permission must be contained in a separate document with a prominent statement that the subscriber is authorizing the permission in full knowledge of its provisions. The written permission must be for a limited period of time not to exceed one year, which is renewable at the option of the subscriber. No penalty may be invoked for a subscriber's failure to provide or renew the authorization. The authorization is revocable at any time by the subscriber without penalty of any kind; (1) No information or data obtained by monitoring transmission of a signal from a subscriber terminal, including but not limited to lists of the names and addresses of the subscribers or lists that identify the viewing habits of subscribers, may be sold or otherwise made available to any person other than to the company and its employees for internal business use, or to the subscriber who is the subject of that information, unless the company has received specific written authorization from the subscriber to make the data available; (2) Written permission from the subscriber must not be required for the systems conducting systemwide or individually addressed electronic sweeps for the purpose of verifying system integrity or monitoring for the purpose of billing. Confidentiality of this information is subject to clause (1); (3) For purposes of this provision, a "class IV cable communications channel" means a signaling path provided by a cable communications system to transmit signals of any type from a subscriber terminal to another point in the communications system; (t) a provision specifying the procedure for the investigation and resolution by the franchisee of complaints regarding quality of service, equipment malfunction, billing disputes, and other matters; (u) a provision requiring that at least a toll -free or collect telephone number for the reception of complaints be provided to the subscriber and that the franchisee shall maintain a repair service capable of responding to subscriber complaints or requests for service within 24 hours after receipt of the complaint or request. A provision must also state who will bear the costs included in making these repairs, adjustments, or installations; (v) a provision granting the franchising authority the right to terminate and cancel the franchise and the rights and privileges of the franchise if the franchisee substantially violates a provision of the franchise ordinance, attempts to evade the provisions of the franchise ordinance, or practices fraud or deceit upon the franchising authority. The municipality shall provide the franchisee with a written notice of the cause for termination and its intention to terminate the franchise and shall allow the franchisee a minimum of 30 days after service of the notice in which to correct the violation. The franchisee must be provided with an opportunity to be heard at a public hearing before the governing body of the municipality before the termination of the franchise; (w) a provision that no person operating a cable communications system, notwithstanding any provision in a franchise, may abandon a cable communications system or a portion of it without having given three months prior written notice to the franchising authority. No person operating a cable communications system may abandon a cable communications system or a portion of it without compensating the franchising authority for damages resulting to it from the abandonment; (x) a provision requiring that upon termination or forfeiture of a franchise, unless otherwise required by applicable law, the franchisee shall remove its cable, wires, and appliances from the streets, alleys, and other public places within the franchise area if the franchising authority so requests, and a procedure to be followed in the event the franchisee fails to remove its cable, wires, and appliances from the streets, alleys, and other public places within the franchise area; (y) a provision that when a franchise or cable system is to be transferred or sold, the franchising authority has the right to purchase the system; (z) a provision establishing the minimum number of access channels that the franchisee shall make available. This provision must require that the franchisee shall provide to each of its subscribers who receive some or all of the services offered on the system, reception on at least one specially designated access channel. The provision may require the franchisee to provide separate public access channels available for use by the general public on a first -come, first - served, nondiscriminatory basis; local educational access channels; local governmental access channels; and channels available for lease on a first -come, first - served, nondiscriminatory basis by commercial and noncommercial users. The provision may require that whenever the specially designated access channel required by this paragraph is in use during 80 percent of the weekdays, Monday through Friday, for 80 percent of the time during a consecutive three -hour period for six weeks running, and there is a demand for use of an additional channel for the same purpose, the franchisee has six months in which to provide a new, specially designated access channel for the same purpose; provided that, the provision of the additional channel or channels does not require the cable system to install converters. The VHF spectrum must be used for one of the public, educational, or governmental specially designated access channels required in this paragraph. The provision must also require that the franchisee shall establish rules for the administration of the specially designated access channel, unless such channel is administered by a municipality; https: / /www.revisor.mn.gov /statutes / ?id= 238.084 12/18/2009 238.084, 2009 Minnesota Statutes Page 3 of 3 (aa) a provision specifying the minimum equipment that the franchisee shall make available for public use. The provision may require the franchisee to make readily available for public use at least the minimal equipment necessary for the production of programming and playback of prerecorded programs for the access channels. The provision may require that, upon request, the franchisee, at minimum, shall also make readily available the minimum equipment necessary to make it possible to record programs at remote locations with battery- operated portable equipment; and (bb) for a franchise in the metropolitan area, as defined in section 473.121, a provision designating the standard VHF channel 6 for uniform regional channel usage as required in sections 238.02, subdivision 31c, and 238.43. Subd. 2.[Repealed, 2004 c 261 art 7 s 29] Subd. 3.[Repealed, 2004 c 261 art 7 s 29] Subd. 4. Additional terms and conditions permitted. A franchise may contain additional terms and conditions as the municipality and the franchisee deem appropriate, provided the additional terms and conditions are consistent with federal and state law. Subd. 5.[Repealed, 2004 c 261 art 7 s 29] History: 1985 c 285 s 23; 2004 c 261 art 7 s 8,28 https: / /www.revisor.mn.gov /statutes / ?id= 238.084 12/18/2009 3. Franchising Authority: I a � .� - 1 - 1,,>.n L1..11 G1 4. Identify community where the eystem /franchise that 1s the subject of the assignment or transfer of control Is located: 5. Date system was acquired or (for system's constructed by the transferor /assignor) the date on which service was provided to the first subscriber In the franchise area: 00 (p 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to transferee /assignee: t i Z O 10 Federal Communications Commission Washington, DC 20554 2. Application for: APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE SECTION I. GENERAL INFORMATION DATE la l q- l DR 1 1. Community Unit Identification Number: 1 Assignment of Franchise 1. Attach as an Exhibit a schedule of any end all additional information or materiel flled with thls application that le Identified In the franchise as required to be provided to the franchising authority when requesting Its approval of the type of transaction that le the subject of thls application. PART I - TRANSFEROR /ASSIGNOR 1. Indicate the name, malting address, and telephone number of the transferor /assignor. Legal name of Transferor /Assignor (if individual, list last name first) F TT ( -k an i Assumed name used for doing business (If any) Walling street address or P,O. Box 8O Com ie.-s ; S.te 3�v City State IAA ZIP Code .5.5 ILA Telephone No. (include area code) 4_51 — 2,5 42 0 2,(e) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (including any exhibits or schedules thereto necessary In order to understand the terns thereof). If there Is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing Information, or other Information not otherwise publicly available, may be redacted). (b) Does the contract submitted In response to (a) above embody the full and complete agreement between the transferor /assignor and the transferee/aasignee? FCC 394 (Page 1) If No, explain In an Exhibit. FCC 394 Approved By OMB 3060 -0573 FOR FRANCHISE AUTHORITY USE ONLY p Transfer of Control Exhlbh No, Exhibit No. ig Yes [1 No Exhibit No. September 1996 Legal name of Transferee/Assignee (if individual, list last name first) Cu. arc 4- F1-n iA cq��(e ► 9 Lt- t~. Assumed name used for doing business (If any) Melling street address or P.O, Box fV)v' t EX cc,/ ke ► r . S*'& L. t City Lei State All' ZIP Code U4•0 - 4 Telephone No, (include area code) 201 - 3 1 0 - 3 2_ 6 PART II - TRANSFEREE /ASSIGNEE 1.(a) Indicate the name, malting address, and telephone number of the transfe "fir.. \ (b) Indicate the name, mailing address, and telephone number of person to contact, If other than transferee/assignee. pl 3� Name of contact person (list last name first) Firm or company name (if any) Mailing street address or P,0. Box L City State ZIP Code Telephone No. (include area code) (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who Exhibit No. should be contacted, if any. t - ' rr.i \LMwe, , CXecv eve Df �. JD � lmc. NS U "2- (d) Indicate the address where the system's records will be maintained. Street address Ytc bXCc,A 4r Ste iw City State N S ZIP Code V a'21 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and operations of the system as a consequence of the transaction for which approval is sought, FCC 394 (F*ge 2) I Exhibit No. September 1996 SECTION II. TRANSFEREE'S /ASSIGNEE'S LEGAL QUALIFICATIONS 1. Transferee /Assignee Is: Corporation Limited Partnership a Individual Other. Describe in an Exhibit. FCC 391 (Page 3) a , Jurisdiction of Incorporation: C b. Date of incorporation: c, For profit or not -f r erofit: r f fo �- d. Name and address of registered agent In Jurisdiction: £�ere5 +' ITT to IA ev,, Le , N S D `�o Zrt a. Jurisdiction in which formed: b. Date of formation: c. Name and address of registered agent In iurisdictlon: General Partnership l Jurisdiction whose laws govern formation: 1 b, Date of formation: Exhibit No. 2. List the transferee /assignee, and, if the transferee /assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5 %. Use only one column for each individual or entity. Attach additional pages if necessary, (Read carefully - the lettered items below refer to corresponding lines In the following table.) (a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship, (c) Relationship to the transferee /assignee (e.g., officer, director, etc.). (d) Number of shares or nature of partnersthp Interest. (e) Number of votes. (f) Percentage of votes, (a) E Vero 5-' FIT N ACV cu. C/1C �$ ki'44 /t pr. J%rc 110 ' LP'e . M 0 1-J 2"I LL (b) "D6 ( °) .6. (d) (e) (f) rvee^el e. 0 Oketsv {ivt Dr, Lea (.ts , M 4 i "LS r .. 8090 i ✓► le:,(v 44, �� e c� Vi LtiIC 6 c DI, Pe {'w`4.. LILL Aft e =�J�`t &C)l 01..4)vra i 7 Y F L) „4 A Ga ' rt 5o, r. Q d meN► bar September 1996 3. If the applicant Is a corporation or a limited partnership, is the transferee/assignee formed under the laws of, or duly qualified to transact business In, the State or other jurisdiction In which the system operates? If the answer Is No explain In an Exhibit. 4. Has the transferee /assignee had any interest in or In connection with an applicant which has been dismissed or denied by any franchise authority) lithe answer is Yes, describe circumstances In an Exhibit. SECTION III. TRANSFEREE'S /ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee /assignee certifies that It has sufficient net liquid assets on hand or available from committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally accepted accounting principals, Including a balance sheet and income statement for et least one full year, for the transferee /assignee or parent entity that has been prepared In the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be markod CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S /ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's /assignee's technical qualifications, experience and expertise regarding cable television systems, Including, but not limited to, summary intonation about appropriate management personnel that will be Involved In the system's management and operations. The transferee /assignee may, but need not, list a representative sample of cable systems currently or formerly owned or operated, FCC 394 (rage 4) 1, Yes n No Exhibit No. O Yes El No Exhibit No. 5. Has an adverse finding been made or an adverse final action been taken by any court or administrative body with respect to the transferee /assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following; any felony; revocation, suspension or involuntary transfer of any authorization (Including cable franchises) to provide video programming services; mass media related antitrust or unfair competition; fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Including an identification of any court or administrative body and any proceeding (by dates and file numbers, If applicable), and the disposition of such proceeding. 6. Are there any documents, Instruments, contracts or understandings relating to ownership or future ownership rights with respect to any attributable Interest as described In Question 2 (including, but not Iimlted to, non - voting stock interests, beneficial stock ownership Interests, options, warrants, debentures)? If Yes, provide particulars in an Exhibit. 7. Do documents, Instruments, agreements or understandings for the pledge of stock of the Yes No transferee/assignee, as security for loans or contractual performance, provide that: (e) voting rights will remain with the applicant, even in the event of default on the obligation; (b) In the event of default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and /or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. n Yes VI, No Exhibit No. O Yes No Exhibit No, X Yes 0 No Exhibit No. Exhibit No. September 1996 I CERTIFY that the statements In this application are true, complete and correct to the best of my knowledge and belief and are made In good faith. Signature WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S, CODE, TITLE 18, SECTION 1001. Date Print full name Check Check appropriate classification: appropriate classification: Individual General Partner n Corporate Officer I I (Indicate Title) Other. Explain: I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. Signature WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND /OR IMPRISONMENT. U,S. CODE. TITLE 18, SECTION 1001. Da IZ /I1 Ow Pnnt full name �e (1 f �(� �1 C Check appropriate classification: SECTION V - CERTIFICATIONS Part I - Transferor /Assignor All the statements made In the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are Incorporated herein as if set out in full In the application. Part II - Transferee /Assignee All the statements made In the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as If set out In full In the application. The trensferee/assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that Is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, If any changes are necessary to cure any violations thereof or defaults thereunder presently In effect or ongoing.