 Let's get this thing rolling. I need someone to run the phone for me. There are massive people to call in. OK, so. Meeting. Yeah. It's going to be Monday. Right, it's Chris Peter. They had no hot pizza. Yeah. Yep. They had no pizza. They had no hot pizza. They all eat the game. They're all eating. They're all eating the game. They're all eating the game. They're all eating the game. They're all eating the game. They're all eating the game. You have a phone, I can call in. Very nice. You have my moms. It was very good. She's doing. She's starting physical therapy, which would be great. She needs to start walking. But her mind is great. We've been lucky. Good, good. I don't need to tell you that. If you need any help with signs or anything, let us know. Or any pictures that you want with anybody from our house. Jimmy or my mom or come to the house. Yeah, yeah. Yeah, yeah. We'll support you. I was not intentional, of course, Jane. Last time. Yes, right? Yep. I haven't heard a word. It's going to be in Massachusetts. OK, they say they're all on. How can they be on? And I don't know that they're there. They all are on. They just, no, I can't hear them. Maybe it's muted. But we're now waiting for Ralphine. Because we're not going to start yet. Do you want me to call in or not? I'll have them hang up. No, Max was going to call. Yeah, Max was the other one. Thank you. I thought you had his number in your palm. No. Good evening. I'd like to call to order this special city council meeting on Wednesday, December 27th at 6.35 p.m. We apologize for the delay. Please join us in the Pledge of Allegiance. Thank you. The first order of business is the agenda. Councillor Roof. Yes, I'd like to make, I'd like to amend and adopt the agenda as follows. Add to the agenda item 1.02, presentations of the discussion regarding asset purchase agreement for the sale of brook and telecom, presenters Eileen Blackwood, a city attorney, and Ralphine O'Rourke, per city president Nodell, city council president Nodell, ad exhibit A to asset purchase agreement, limited reserve rights of use agreement and exhibit B to the asset purchase agreement, church street lease provisions, and ad exhibit C to the asset purchase agreement, memorial auditorium lease provisions to agenda item 3.01, resolution, authorization to sign asset purchase agreement for sale of brook and telecom, councillors Nodell, right in Hartnett, per city attorney, Blackwood. Thank you. Is there a second to that motion? Councillor Hartnett, thank you. Any discussion on the motion on the agenda? We do have Mayor Weinberger, Councillor Paul, and Councillor Tracy on the phone, and so we are fully in attendance, but if it's a unanimous vote, we don't need to do the roll call. So on the motion on the agenda, please, aye if you are in favour. Aye. Any opposed? Aye. Great. Thank you very much. That's unanimous, and we will move into our agenda. So the plan for this night is that we have about almost an hour for a presentation and also just questions from the council about the asset purchase agreement from city attorney Blackwood and our special council Ralphine or work. We have a new version of that asset purchase agreement and also some exhibits that have been posted today. We will have the public forum at 7.30, and only then will we go into the resolution itself and we will have the vote and the discussion at that time after the public forum. So any questions about how we are proceeding? So thank you very much for being here, outside council of work and city attorney Blackwood. And so maybe it would be okay if we started with just brief summary of what's happened since the 18th, which was when we had our last discussion. We had, the council had two executive sessions, we had worked in two executive sessions on earlier versions of the asset purchase agreement. This version was made public on Friday, and we have some exhibits that have been made public today. So just anything that you wanted to highlight about what's happened since the 18th? So the copy that you got on Friday was, I think you got a red line copy showing the changes from the last draft that you reviewed at the prior city council meeting. What those red lines showed were the additional changes that we were able to negotiate in between. And there has been no substantive changes to the agreement since the one you got on Friday. We did find a few typo nits that we've corrected that, you know, like the wrong section referenced internally and things like that, a couple of actual just typos. But there's been no additional substantive changes since the draft that we sent you on Friday. In addition, we negotiated the remaining terms of exhibits A, B and C, which is A is the limited rights agreement, limited rights of use agreement, which is the agreement that allows the city to have some special rights with respect to what it's hoping to do in connection with smart city initiatives. We've basically reserved some fiber to use for smart city initiatives. And that's more fully explained in exhibit A, but I can certainly answer questions about it if you have any. Exhibit B is the terms of the Church Street lease to be finalized post-execution. And exhibit C is the terms of the memorial auditorium lease. Also, we'll enter into a final lease, you know, at closing after CPG, but we'll negotiate more fully the terms. But the principal terms are all contained in the exhibits. In addition, since then, we've been preparing and I have a full set of disclosure schedules, but there's a lot of information that has been provided by Burlington Telecom to prepare those schedules. And so we've been refining them throughout the day. And we have to do a final run through and figure out if there's anything that we need to redact that shouldn't be made public. Or that maybe isn't appropriate. That might have some confidential information in them. So we haven't gone through and done that final redaction. And so I haven't put those up on board docs yet. Okay. Very good. Thank you. Just a quick question for Channel 17. Do you know if the streaming is on? Yes. Okay. So we're told, Councillor Palvett, the streaming is on. So we have someone just streaming the meeting from off-site. Okay. So if someone wants to stream, they should go to YouTube, go to Channel 17's YouTube channel, and they can access it there. Okay. Great. Thank you very much. Okay. Hopefully that will work, Councillor Palvett. All right. We should just go to questions. So questions. Yes, City Attorney Palvett. So that the public is clear just to remind everyone on the structure of this deal. What you are looking at is what's known as the asset purchase agreement and the exhibits to that. The idea is that we're trying to sign this document by December 31st. And under the agreement with Bluewater, if this agreement is signed by the 31st, then the city has directed the sale and is entitled to 50% of the proceeds, which then get shared with Citibank. From here, there's a whole lot of work yet to do to close this. So the sale isn't completed until sometime down the road. And the next big step is the Public Utility Commission approval. And then once that happens, there will be what a final closing of the sale, which involves all of the transfer documents that include like assignments of all of the channel agreements that the cable television has that includes all of the places where fiber is laid through the city, transferring all the physical assets, and all of that will happen then. So this is the purchase agreement in the same way that you would sign a purchase and sale agreement when you purchase a house. And then you would have a final closing after. So I just wanted to remind folks that's the stage we're at. Yes, Councillor Hartnett. So am I correct in saying that after tonight we have met our deadline? And so would there be any possibility of us being in jeopardy of not meeting a deadline, meaning if there was hiccups along the way that we're not in our control? There are built into this agreement and we can talk about where those few things our goal was trying to build an agreement that there was very little chance of anybody getting out of. And that's why we are working right now and have been working all day today and probably some of tomorrow to get the disclosure statements out. There is a little bit of due diligence. There are things that could go wrong. For example, if the Public Utility Commission doesn't give CPG, but it approval, then they get out and we haven't met our deadline. But we've done everything that we can do up till now to meet our deadline. Are there any other councillors? So can so after the after this document is signed, then the next step is to get the public, the certificate of public good and will the city go with shores communications in that process? Can yes, the city and blue water and shores are going to work together to create a joint application to present to the Public Utility Commission. And then the closing would only be after the successful CPG is awarded. But the timing of that can't be determined because we don't know how long that state process will take. That's correct. Some of it will depend on whether there's interveners and the nature of those interveners. The Public Service Department has said to us that they would think probably six months is a reasonable estimate. But then that depends on how long, whether or not there are interveners and what issues come up as a result of that, if there are. Yeah, yes, Councillor. Were you looking for recognition? I can get the cue. Okay, great. Councillor Busher. Okay, so President Nodal, I can ask generic questions and I can also ask specific questions at this time. Any questions are fair game at this time, Councillor Busher. Okay, so I had a question regarding Exhibit A, the limited reserved rights of use agreement. I just wanted to make sure I understood this correctly. So I printed it out. So number one is the limited reserved rights of use. And number two is splicing and attachment. And so before I ask the question, am I right to assume that Shores has looked at these and has agreed with this? Yes, they have approved this form. Okay, fine, I just wanted to make sure I was correct on that. So my question was if indeed under number one, if indeed we currently, and I can't think of a department, but if we currently didn't have five or two a department in the city, or that it wasn't fully served, would we be precluded from doing that? And when I read number two, splicing and attachment, I believe that that covers my concern. Is that true? So this is totally different from what you're thinking about. Oh, okay. We are going to have, one of the provisions in the asset purchase agreement is that we will enter into a five year services agreement with Burlington Telecom. We have sent them a draft of that already, and I'm hoping we're gonna get that to you relatively soon to approve the terms of that service agreement. That's all the services that Burlington Telecom provides to the city. What this document is doing is it's saying that with all this fiber in the ground, there's a lot of stuff that the city could do with the fiber that's in the ground that may support the idea of smart cities. We don't know what those are gonna look like. They are moving so fast around the country, but Neil at BED and Beth Anderson for the city have been talking about a lot of ideas. Things like allowing citizens to be able to, in real time, watch their electric meters change. That could be a technology that could be coming down the road someday. Tying traffic lights together through the fiber system could be something that might be something the city would look at. Things that don't generate money that aren't involved in revenue producing, but that help us deliver city services better, that we could use the fiber itself to do, but that BT itself would not be involved in at all. But we would just be using its fiber to do some things. That's what this agreement does. And the city sees this as really valuable because in essence what we're doing is reserving some of the rights of ownership of the fiber without actually owning the fiber that we're being able to. And BT is willing to do this because they believe that the way that Burlington Telecom was built is that there's a lot of fiber in there and there is a lot of room for the city to do some experimenting and trying some different provisions of things it might use the fiber for without interfering with the business of BT. So when you look at number one, what it's saying is that the idea is we are getting this for free because they're seeing it as not in any way impeding what they're doing or their commercial prospects. It's not something they could charge us for or sell to people. And so what we have gone back and forth in trying to negotiate this and come up with this language that you see in number one is to be clear that the idea of this isn't that the city could then charge customers for things or give it away or do other kinds of revenue producing stuff that BT itself might be able to do. That's not the object of this, but it's for city operations to essentially be able to experiment with various options for city government. I kind of understood that. My point was that if indeed the city had not, and so thank you for more explanation because it's always better to get more than to have just what's on the printed page. But my question was that if, so I believe that all of our departments have are connected to BT, but if we were to create a new department at a new location, would this language cover us? No, that that would be a BT service, the fiber running new fiber, providing internet connectivity, that kind of thing. All of that is part of the service that we would deal with through the services agreement. I just wanted to know how broad it was for the city. Okay, the next question I have, which is the liability insurance and several obligations A for A, it talks, anyway, the last sentence says, without limiting the foregoing, the grantor makes no representation of warranty that access of the telecom IP connectivity will be uninterrupted, secure, complete, accurate or error free. That's just boilerplate language to say that that telecom systems go down and can be interrupted, or what is what's the intent of that? This is related to what the definition of IP connectivity is, and it's related to this agreement for these smart city initiatives. There are other warranties and guarantees and price changes that happen with the services they're providing for the city. That's totally unrelated to this. So, for example, for the city's internet that folks may be using sitting here in the room, that's in our services agreement, and we have service level agreements that say if that's down for a particular amount of time, they're going to refund their money, and if it keeps going down repeatedly, we have a right to end the contract with them. That's totally different than this. Okay, so this, so thank you. So even though this says limited reserved rights of use agreement, and you get down to number one with the smart city initiative, it led me to believe even though there was a focus on smart cities, it was broader than that, and so that's probably why I was trying to apply it a little more broadly. So I don't know whether it needs to be up front that this limited reserved rights of use agreement is specifically for smart cities or not, but anyways, that's just my two cents on that. Thank you. Councillor Mason. Thank you, President O'Dell. I think my limited question was in 706 on the due diligence out. If I'm reading it correct now, it's limited to real estate matters and there's a materiality qualifier. Is that? That's correct. That's a change. So before they had a 30-day post-signing due diligence, if they discovered anything relating to fiber to the home, but as you've modified it, which I think is beneficial to the city, their ability to walk is far more limited. Yes, this is really, well, this doesn't give them the right to walk anyway. This is just the right to finish doing the, it's really going to be for the property descriptions for the memorial. We don't have an accurate yet property description to be attached to the lease and the same with some of the school easement language. We need to tighten up the property descriptions and they might want to review that for title insurance purposes, but it's not really a right to get out. What it is is a right for them to identify what those issues might be and then for us to fix them. Oh, so I had incorrectly assumed this related just to the existing headquarters, given their option to purchase, that they were going to be doing title on that and if there were any title defects, but you're saying it's bigger than that. It's for the easements as well. Okay, my next is more a request for a presentation, although it's to sort of look to Article 8. I think it might be helpful for you guys to walk through for the public. We've certainly in executive session had the privilege of understanding what's in Article 8, but I know for my constituents and I think all of ours, Article 8 really is what has been the most important, other than the purchase price, what has been the most important, what protections is the city getting on a going forward basis and then that sort of bleeds into, I know we've had this conversation as well, what happens if there's a breach of net neutrality or data privacy? You know, what rights does the city have against both the new LLC as well as sureers to ensure that there's compliance? So I'm not saying in excruciating detail, but maybe just highlight. Okay, so 8.01 of the agreement deals with the BT employees and the basic premise there is that they're going to be employed, offered employment by new BT. The 8.02 is a discussion about how the local BT company is going to be managed and specifically it provides that there will be a seven person board of directors with the ability of the city to appoint one of those board members if it elects to do its, thank you, it's a seven hundred percent, yeah, 803. But just, and we got, Yuga did get in there also the other important change, if the city elects to take the maximum, the higher percentage, there's the 33, there's the possibility of getting two members on the board. Yes, sorry. Thank you. And then also that we will be privy in that position to looking at the annual budget and they'll be giving an audit and even if we don't have a seat on the board, that audit will be delivered publicly. Great. 8.03 is talking about the capital improvements. That's really a promise to continue spending or making sure there's available to be spent in the city for the continued development of the infrastructure for BT and the expansion that's planned. And what does sort of the commercially reasonable efforts, you know, meaning I know there's a commitment in here to sort of do the buildout in accordance with the plan and also to try and build the last hundred, you know, the 120 that are on a list. I just hoping you might speak to what commercially, you know, it's not a guarantee but what does that mean? Well, I think it is a guarantee in terms of spending the money. Correct. I think it just means that if it's not possible for some reason to do the full buildout for reasons that we don't yet know, you know, we know for a fact that some of the homes present too much of a challenge in that way and it may be as they do the buildout there might be others. But I think the commitment is there to expend the resources to do that. 8.04 is the provision regarding the access to the various buildings that are currently located on some school properties. So that's just a provision to allow continued access for new BT and then also the provision to enter into a lease agreement for which the city will receive rent under Memorial and Church Street. The community commitment piece is in section 805 and that is something that, you know, we had all worked very hard to obtain more rights on and that allows for $250,000 per year for 10 years to establish funding for BTV Ignite type programs and an additional 50,000 per year for 10 years to be used for high school programming. And then that's the part that's going to be managed with ZRF and there's also a further commitment to go beyond the 10 years but they just want to put in some measurement tools and we put some language around how that's going to look. 806 is a commitment to maintain and renew the lifeline program. 807 is the restriction that we obtained regarding resale. So what that says is that if for some reason Shores wanted to sell the assets of the telecom system or controlling interest in new BT then they would have to get our written consent if it was going to sell to somebody who would have a 75% interest in the market here. So just, I mean I found it good to know it's not 75% of the residential commercial video or internet. Each measured separately and I also found helpful that it's not just our consent, the expectation is that it'll be a condition of the CPG. So it's also requiring third party regulatory approval. Great. Yes, that's correct. Okay. 8.08 is an opportunity for the city to purchase the stock or the assets from Shores in the event it wanted to sell and then it has certain limitations on when we would get that notice and when we'd have the opportunity to repurchase those assets. It gives a fairly long time frame frankly for these things and that was a concession to the city understanding that we might take some time in order to be able to generate a way of accomplishing that. And in addition it allowed us to maybe provide for other local investors to participate in that as a way of our being able to accomplish that. So just to clarify, does that mean we would have the opportunity to assign that to a third party or does that just mean a third party, you know, local investors participating? Is that what's your interpretation? I think we can assign it, right? Right. I think we didn't, we didn't specify one way or another. No, it's the city or any of its designaries. I think we get to make that call. Okay. Section 8.09 is the agreement that we would enter into if we decide to elect a carried interest and so we'll further negotiate the terms of that. But that's what allows us to purchase up to 33% of the voting interest of the buyer. Does this also afford us an opportunity to put our interest back? That does exist. I think it's in that section. It's at the end of that paragraph, yes. So this, if we were to roll over our interest, the operating agreement or whatever document we signed, memorializing that, we'll also extend to the city the right to sell our interest back to buyer or to the new entity. Right, and there's sort of a minimum purchase price for which we could have that interest bought back. So section 8.10 deals with what we have in exhibit A. And 8.11 talks about the buyer's obligation to continue supporting adjunate and other ways of reducing the digital divide. 8.12 is the promise that they're going to maintain at a minimum the covenants of privacy that BT currently agrees to. 8.13, the buyer will continue to offer the residential and commercial services at least at a minimum that are currently being offered. And 8.14 is a promise to maintain the broadband rates for a period of five years at the rates that are set forth in the disclosure schedule. But those are the current rates that are being charged and that any price changes will be in the 24-month period after the 60 months will be discussed further with the buyer board. Net neutrality provision is the promise to adhere to our standards of net neutrality. And we were able to obtain some additional language protection on that to sort of concrete the support for net neutrality. And then 8.16 is that they're going to do business under the name of Burlington Telecom. And that is the, and then the other one is just your standard provision that they'll. So then to sort of complete, you know, what happens if they don't? You know, what happens if day after close they change the name to Shure's Telecom? So what we have there is we obtain the right to seek specific performance for the violation of any of the covenants with, in particular with respect to all of the provisions set forth in this article 8. And what specific performance means is the ability to go into a court and have a judge order that they do what they say they're going to do. And the reason we put that in is that we didn't feel that damages would be an adequate remedy. And last, it's my understanding that those at least most of the protective or the covenants in article 8 are also being guaranteed by Shure's as well as the new LLC. That's correct. Great. Thank you for indulging me in that. Councilor Wright. Thank you, President O'Dell. If the city, is there a deadline for which the city can increase its percentage of ownership? If we start at 7.5%, we want to go all the way up to 33%. Is there a timeline of which we're longer able to do that? There is. So the city may elect to enter into a membership interest agreement at any time within the later of one year following the closing of this agreement, which means not now, but when we actually are able to close this agreement, we'll have a year to decide after that or 60 days following the CPG. And it's the later of those two time periods. Okay, and when would the seven member board be set up? That'll be set when they organize and close the deal. I mean, they'll have to, they probably won't elect the city person until we elect our purchase right, so. So if we, if there was the board set up and then we at some point went up to 33%, and all the members of the board were in place, how would we get the second member? Well, we'd have to deal with that in the operating agreement with the buyer, but I think they would have it set up that whoever they elected, they would unelect so that we could elect somebody. Because somebody would have to leave the board, obviously for us to. Yeah, but they probably would, they'll have a provision in there allowing somebody to be removed for that provision to go into effect. Okay, thank you. I'm gonna follow up on that. So in terms of the membership interest share, can it start at one level and change over time or no? We didn't really talk about it within that. I mean, I would think that it would be okay within that time period. No, no, I mean, if within this time period, we start at, say, 15%, just to pick a number. And then over time, we want to increase our share. Is that an option? Or is it written in stone, whatever we initially elect? Yeah, I mean, I think after this time period, so once the city has elected what its share is going to be, the Public Utility Commission has control over who becomes a buyer. So it would require an amendment of any CPG once it was issued, if the city were to change its ownership interest in the entity, we have not discussed with sureers what would happen if in the future, the city wanted to take a larger interest than was in here or after. I mean, a larger interest in 30%, but I mean an interest less than 33% and a third percent, but then increasing to a higher interest over time. Meaning you want to decide now that right away we would take X% but in two years, we would want more percent? We might want to have that option for future leaders. We have not built that into this agreement. So under this agreement, whatever we decide within this first period is what it is. Right, was what it will be with this. Right, but what we haven't done yet is negotiate any kind of operating agreement with them, which would include whatever a minority, right. Just at the time period, we didn't say. Right, and so we haven't negotiated any operating agreement that would say what minority shareholder rights would be or in the future to change anything. So we haven't had that discussion. I'm gonna keep going. So I think that, I mean, right now, if the city were to just roll its projected share of the net proceeds back into to reinvest in the company, our ownership share would be roughly 20%. Okay, so this agreement allows us to go up to one third. But as we have discussed, we don't yet know how we could get up to one third. So if we have to decide whether or not to go up to one third within six to 12 months after tonight, then I think it becomes very urgent to get that analysis done for the council so that we can know what would be required in order to do that, just in case there's that, we wanna take those options. I think we have a very limited window in which to exercise that option, it sounds like. And so I think that that work becomes quite high priority in my own view. I don't know how other councilors feel. I think I had busher and then we'll go back to Mason. Okay, so for some reason, I feel like this conversation did occur in executive session and there was a desire from some to find out that information. Point of order, we don't disclose, right? Right, discussion on an executive session, but keep going. But anyways, so I'm hoping that we are gonna be doing that. So I support what President O'Dell said regarding getting that information in place as far as what we would need to do in order to exercise that option of 33%, 33 and a third percent. So, but my other question, the question I wanted to ask was, you know, you've referenced the operating agreement a number of times. And so the operating agreement is once again a standalone that will be, is being worked on currently and will be approved at what point and the council will approve that also or no? I kind of understand what. Right, if the city decides that, and this is why while we have a one year period in which to decide, we really need to be talking about whether or not you want an interest sooner. Because one, it's gotta go in the application to the Public Utility Commission, whether or not the city is going to be, wants to be an owner or not because the Public Utility Commission has to approve everybody who owns more than 10% ownership. So that's the first point is while it says a year here, we're gonna have to decide whether we want something enough to be able to go to the Public Utility Commission sooner. At that point in time, if we're gonna be a minority owner is when we would probably start looking at an operating agreement. If we elect not to have any carried interest and not to be involved further, I don't think we probably would ever approve or have input into the operating agreement. So one, just follow up to that. Because it's taken a lot of effort to get together the sales agreement, I feel like there needs to be at least a template of an operating agreement in case we do this. I guess I'm concerned about, I feel like you've referenced a number of things that would be in the operating agreement. When we raise a question you say that will be addressed in the operating agreement. But these are questions or concerns that we as a city and as a council have. And so if there is not going to be an operating agreement, then how are some of those particular items going to be addressed? I mean, if they are never addressed then some of them I think there's a desire to have them in this agreement in some respect. So I'm kind of trying to figure out how we find our way if we're referencing an agreement that may never take place. The operating agreement is the governing agreement for the buyer entity. The covenants that we're getting in article eight, the reason why we try to get them in article eight and in this agreement is to have those protections that we most cared about in this agreement and active in this agreement. The operating agreement is the governing document for the buyer entity which will have to already adhere to what's in this agreement already. The operating agreement when we talk about, we're talking about if we were to have minority rights as a sharehold, as a membership owner, that's when we would participate in that. So it's... I understand it's like chicken and egg. I sort of get that, okay. But I think my point is really just that the things that we most cared about or that we wanted to have, we made sure we're in this agreement. So it's not missing from anywhere. There are other rights that we may assume if we take on a different role and that is not in here yet. So as I've listened, I kind of wish I wrote down a few things because I thought Councillor Mason had a couple of points that I thought were relevant that were worse, that the response was that will be addressed in the operating agreement and I can't regurgitate those. So I just am a little concerned about that. Thank you. So give it a go to Councillor Moore. Yeah, okay. Councillor Moore. My question was more a timeline question just in terms of if the city elects to retain some ownership. Just wondering, I know that there's some Councillors who are very interested in that and others who might be concerned about that. So I'm curious when we might be discussing that and making a decision. I think I'm listening to City Attorney Blackwood and I think we need to get right into it as soon as possible. That would be great. Thank you. This agreement provides that we're gonna be doing our filing with the Public Utility Commission within 60 days from the day we execute. So you have 60 days to figure out what you wanna do once we execute basically. Councillor Dean. Wonder if I could explore just once again turning to section 8.14 continuation of pricing. This blocks in current rates that are currently in place in the Riverlinton telecom, but there is the possibility that going forward years into the future that rates will actually start coming down. Competitors' rates might be coming down. Is there anything that limits the new BT from letting its rates actually go down and fall with it so they can maintain their competitive edge? Are you saying are they limited from reducing their rates? Are they limited? Does this lock it in? No, I don't think this limits them from reducing their rates. They can still change. It's just capping them. Okay. Thank you. Sorry. Is it okay, Councillor? Okay, back. I'm just keeping on people who haven't spoken yet. Councillor Jang, you're up. Thank you, President. So I think in section 805, you know, we have a very specific 10 years commitment in investing in the Burlington community. $300,000 in 10 years. When we come to section eight or section, kept section 87 and 88, we haven't had any language that will prevent shores from selling this company like in terms of a timeframe. Can we put a 10 year commitment to not sell this asset? Is that possible or? Well, section 8.07 goes on indefinitely. I mean, it is saying- And same with section 8.08. It is just saying that it will remain reframed from selling the asset of the telecom. You know, can we- I mean, I think, does it mean that they will never ever sell it? No, it means that they won't sell it to somebody with a controlling interest of a 75% market share. Okay, so now my question is, is it possible for us to put a language that will prevent them from selling the company at least for 10 years? And I think we did ask- Sorry. We did ask for that. We did not get it. So basically you're saying that after the definitive agreement, the next year they can sell it to anybody they would like to. With the restriction set forth in 8.07 and 8.08. Okay, so me, I mean, as part of my work is to actually look for the best interest of the, basically what we went through, we don't wanna go through it again in the next five, 10 years. And I was just wondering if it's possible and also to also think about the BT employees. I mean, this been very distracting to them. And don't you think that they might be going through the same process if we don't put any language maybe in the next couple of years? Yes. I think that, I'm not sure the attorneys have any comment on it, but they understand the point. And I think there's nothing to add from your point of view. I mean, there's a general problem with restraints on alienation. It's not looked on favorably to say that you can't sell your, that you can't sell an interest in something. So you have to put very stringent rights on that. So what we've done is we've said that you can, if you do sell, you can't sell to this kind of person. And also you'd give us the right to buy it back first. So I think that the right to participate in buying it from them is actually a very valuable right for the city. And that's probably the best way that we can protect against what you're talking about. I mean, what I'm talking about is basically to put a timeframe into this agreement. I mean, just to make sure that we all will be safe when the time comes. We will know in the next five, 10 years, this company will not be selling the new BT and it will also allow us to not get distracted as well as the community and everybody basically. Yeah, I'm not sure what we can add other than we didn't get that in the negotiation. And I don't think they have any present intention of selling the business. They are not gonna spend all this money to turn around and sell it tomorrow. That's not... I mean, if it was only sure as, again, if it was only sure as maybe, but we heard it very clear from the partner of yours, specifically ZRF, that that's their intent, maybe to get out in seven years. Can we please clarify this matter, how the proposition has changed with Shurs in the, as a majority owner position? Or in terms of the actual ownership, as this says at the beginning, this deal is that there is a subsidiary that is a subsidiary of Shurses that is owning the entire entity. ZRF's role is what you see in eight point, the community services, what is that? Eight point, help me. 05. 05, 8.05 is what ZRF's role is going to be now. So their role is not in as an owner of the company. So it is not going to be driven by ZRF's desire to sell. Okay, so now let me ask my question differently. We know in 10 years, the city of Burlington or the resident of Burlington will gain three millions from these companies because they invest in every single year, $300,000. You multiply it by 10 years, it's, I believe, three millions or 30 millions. Who's good at math, you know? So now let's say in five years, they decide to sell it in five years, right? Then the community will lose those three millions or the 30 millions, they will definitely lose it. Or can we have any, basically, if they decide, if they say that they will never ever sell it, why don't we even just have a 10 year? Because me, what I'm really interested about is to make sure that we will receive those, the 300,000 investment for 10 years. Well, I think any buyer would take subject to that provision. I don't think they could sell it without, I mean, this contract is still in place. That covenant still goes on. So what would prevent them from putting a timeframe selling that they will not be selling this? Councillor Geng, I'm afraid that, you know, this year proposal, which is an excellent idea, I think many would applaud it, would like to see it. But we asked for this, and what the attorneys are telling us is that they did not agree to it. So that's kind of where it stands. You still have the floor. Thank you. I would just like, I mean, at our meeting on November 27th, Mr. Nazar very clearly said there's no second sale. So the whole kind of nature of the deal is completely different than what was proposed by the ZRF partners standalone and with Shores as a minority partner. Back to, I think, Councillor Mason's up. No? Okay, so seeing no more. Yeah, I'm sorry, Councillor Roof. Excuse me, Councillor Roof. Okay, section 8.15 on net neutrality. We as a council have the benefit of seeing how this section sort of iterated to where it ended. I know the answer to this question, could you go through for others' sake and how we got to this final set of language and the strength that you all see in it? So we started with some general language that we had written concerning net neutrality and checked with Burlington Telecom folks on the language on it. And some questions were raised by the council that you would receive from members of the public. And the recommendation was that we talked to some national experts in net neutrality to make sure that we got language that would be protective. And two of those national experts happened to be members of a law firm in DC that we already were doing some business with. So we sent them the question and said, would you look at our language and what would you add to it? They did add some things, including the definition of paid prioritization to our definition and recommended that, which is in the definition section. And then suggested that they felt our language was strong enough. So we did look at what we needed to do. And all of this was happening at the same time that the FCC was acting. So the issue was very much on people's mind as to what it should look like. We also of course did some searches of national language ourselves just to make sure that we weren't missing something. They also added definition, specific definitions for end users and edge providers broadband internet access services and paid prioritization. All of the terms that are used in that paragraph are defined terms that then have definitions in the front part of the agreement to help bolster what those terms mean. We had sort of used them in a lower case sense, some of those terms, and they suggested that we define them more specifically. And so that was one of the big improvements we felt. The other thing we explored was enforcement as to how one can enforce net neutrality. Our understanding from that exploration was that it's very difficult to do that in terms of technicality, how to enforce net neutrality. And generally we were looking at specific performance as a way, meaning that if the city learns of through anybody making a complaint that we would move forward with trying to explore what happened and why and what was going on. In addition, I think if we become a minority owner in the entity, we will probably have some additional rights to look at what BT is doing in terms of net neutrality as another enforcement possibility. Thank you. I'll say Councilor Roof. Yes. Councilor Shannon. Thank you. In section 8.06, first I have kind of a substantive question, which is language was added to this to include together and with ZRF partners. Does that substantively change anything? Does it in any way obligate ZRF to participate? I assume the answer is no because there is the next phrase on as to be determined basis, which follows. That's right. We added some of the language with respect to ZRF just to, because that is the area that they were expecting ZRF to have a participatory interest in helping facilitate. But the as determined basis is because it wasn't yet clear what that, how that was gonna be decided. And we still don't know what their financial investment is. Is that correct? Or is that, is there any more clarity on that? I do not know the answer to that. Okay. And lastly, just a very minor, it seemed to me that in that phrase, together and with ZRF partners, it says on as to be determined basis, I think it should be on and as to be determined basis. And I don't know if any formal action is required on that. Hopefully it's in the typo category. We have several other typos to correct. Thank you. Why don't we, I'd like to open up the public forum at this time. And we at 730, time certain. So I'd like to, let's set the clock for three minutes. The first speaker is David Lansky. He'll be followed by Dean Corrin. I'm a member of the board of KBTL. And tonight I'm speaking as an individual resident. Yes. And voter in Burlington. I'm not speaking for the board. We live in times of phenomenal disparity of wealth and income. The last time the disparity was this extreme was shortly before the French Revolution. These are not sustainable disparities. My personal involvement in KBTL was partly out of an effort to address these disparities in that we have something in Burlington that's really quite unique and very wonderful in having a publicly owned power company and a publicly owned telecommunications company. And the choice this council and administration has made serves blue water holdings, serves dormant and faucet, serves city bank, but I don't think it serves our community well. It actually serves to increase disparity of wealth and income rather than reduce it. And I'm very disappointed in this outcome. And I hope that you will consider postponing this decision so that there's an opportunity to make a better decision. Thank you. Thank you. Second speaker is Dean Corrin and he'll be followed by Solvee Overby. Thank you. I'm here one last time out of all these many times to once again ask you not to do this. What you appear to be poised to do as far as selling or really giving away a $60 million asset as of today, but in a short amount of time it will be a $300 million, $500 million asset selling at fire sale prices when there's no need for a fire sale. It's a magnificently successful local communications utility that has thrived because the public here loves it. Even under the worst circumstances, can you imagine any corporation surviving under what has been thrown at BT, real and unreal as far as mismanagement, misbudgeting, misfinancial episodes? It's truly amazing. And I have been just stunned at the lack of adherence to the process that the council did to destruction of a neighborhood. We're gonna have a plaque on Lower Church Street that we used to have community. Forget public, a community telecommunications service. And I was trying to imagine, I couldn't understand why it mattered so much. And I found out the reason today. I went to the funeral today of a great Burlingtonian, a great artist, and realized that the feelings are somewhat the same. Here we're talking about a magnificent person, but in the case of Burlington Telecom we're talking about a community member. And that's what you're giving away. Our business depends on it, our future economics dependent on it. Our creativity is so intertwined with it and you're giving it away and there's no reason to. So after this council, then there will be the PUC and we'll see if the PUC can detect any shred of public interest in what you're about to do. Thank you very much. Thank you very much. So they overbie and then Paco de Francis. I know you've heard from me many times before but I and I do realize that I feel a little bit like your train is going down the track at 80 miles an hour and I'm standing in the middle of the track also trying to remind you of what you're doing. And I think I commend the attorneys that are working on this for trying to improve the situation with documents that are really difficult to do. And I've asked many times about the documents that you guys are always being rushed to read and try to understand and then these deadlines that are set in fact the arbitrary deadline of December 31st is not really a deadline. It happens to be that the city will get less money if we don't have this process concluded this year. It goes to a lesser amount 35% instead of 50. But so that I have been really concerned about how this council has not stood up and said we need more time to understand these documents. You have received something like an 80 page document that's the agreement. It's refers throughout it to disclosure schedules that to this day don't exist. And I asked for and have asked for them to be published and Councillor Busher asked, well what about the operating agreements? And it's really unconscionable that you as a city council are asked to make decisions in these ways. I feel for you frankly, but you shouldn't be put in that position but when you are put in that position you should say no, this is not right. This is not the public process. And I was very interested to notice that you were presented with the public works commission's public engagement plan. It's actually recently, their public engagement plan. And one of the things that I realized is that they have levels of engagement that relate from informing people to empowering people. And what seems to happen is we all feel like we're sort of trying to, these are important decisions. And they make a decision in public works if they're just gonna inform people like put it on the website and okay now you know about it but we don't, doesn't really matter. We don't really want your interest in your opinion or do we really need you to collaborate? And this is such a serious thing. And again, I really second what Dean Corrin said. I am heartbroken about what you're doing. I have such a commitment to this city and this is disturbing and heartbreaking to me that you have let this go to this point. We have no public process. And I appreciate your apology. Councilor Hartnett, however, it's not just that. It goes back to before the mayor was the mayor in 2012. This, again, this process has been going to privatize. And I really, really feel like you should postpone this decision as well so that you can read the documents without saying, well, you're gonna get them eventually just sign on the dotted line. Just trust us. I do know that the attorneys are trying to do a good job but that's just not, that is just not proper representation and governing. Thank you. Poco to Francis and then Charlotte Dennett. Good evening, President O'Dell and the city council. I think this is a great sales agreement and I'm really hoping that the city council can move forward with this finalizing the sales agreement and doesn't continue to postpone and kick the can down the road that has been going on in the past couple of months. I think there's a lot of really good aspects about the shares and we combine with some of the elements from CRF. I think there's definitely, it's obviously never gonna get the best terms for both the consumers, the city bank for blue water and all the other parties involved in this but this is a great framework that'll preserve BT, have infuse $8 million in capital expenditure a year for continued expansion. That's just in the city plus if you expand out into South Burlington and Manuski that shares as the intent to do and is certainly capable of doing, there'll be a game changer for the whole Chinning County economy. And also I am really disappointed in that back in the last November 27th whenever it was when that kind of the first meeting was had to select shares that following that meeting there was kind of continued fallout and rather than kind of rally around shares and find that there was kind of continued fallout between the Ting enthusiasts continue to push Ting and I did not think that it is, sends a good message to firms and people looking to invest in our city when city councilors themselves are throwing up their arms and not showing good confidence in the city council as well as decisions made by this council. So I think sending a strong message tonight that shares is the right choice for the taxpayers, the right choice for telecom subscribers and the right choice for businesses in Burlington would be very beneficial and could mitigate some of the losses that people have that kind of confidence loss that has occurred over the last several months. Thanks. Thank you. Charlotte Dennett, please. Well, once again, I'm here as a journalist and a person who every Sunday morning watches a show called Reliable Sources on CNN at 11 and if you tune into that, you will hear journalists expressing their very deep concern about what is happening in the media under the Trump administration. The last time I watched it, the concern by Brian Stelter was that we are getting basically state propaganda through Trump's favorite television, Fox TV, which is owned by Rupert Murdoch, well known as Very Conservative. I have tried to do everything I can to warn you that this isn't just Trump. This is going on all over the country buying up local stations and I have reported to you that Shure's TV, or Shure's Communication, shares a lobbyist with Rupert Murdoch and with Fox TV and News Corp. This is who you are bringing to Burlington, a place where the citizens want a cooperative. They don't want a Fox TV. Now, maybe my concerns are not justified. I would certainly ask you to start watching this program on CNN. And now, just to ask you a question, will the programming change? I understand that with Burlington Telecom, it was very receptive to citizen concern about programming. So I am wondering with this new ownership, will programs like Democracy Now get a hearing? Or will we see those wonderful programs on free speech TV and link TV? I wish you would ask the owner. I would certainly like a guarantee that those shows are gonna continue. Thank you. Thank you. I'm gonna close the public forum at 7.45. And when we come back and we're on now item three, there is no consent agenda. 3.101 is a resolution authorization to sign Asset Purchase Agreement for sale of Burlington Telecom. Councilor Wright. Thank you, President O'Dell. I would like to move adoption of the resolution and after a second, ask for the floor back. Thank you, second from Councillor Hartnett. Councillor Wright, you have the floor. Thank you, President O'Dell. It is my honor to move this resolution tonight after a lengthy process. I ran into, just I'll start out saying that I, I ran into when I was out Christmas shopping the other day, a car pulled up and I thought they were about to run over me, but they actually were stopping me and wanted to thank the city council. It was a BT employee and I don't wanna, she felt like she was speaking for all employees, but obviously no one speaks for everybody. But she said that the employees have really come around to thinking this is a good company that is going to provide leadership and what they need to move the company forward. We know that Burlington Telecom, as as Ben mentioned tonight, has turned into a success story from where it came a few years ago. And that's remarkable and we're certainly happy about that. And again, we, as we've all said, we applaud the Burlington Telecom employees and their leadership team now in moving us to a point where this has turned into a valuable asset from where it was a few years ago. I think that the proposal now in front of us for the many residents who contacted me and said they wanted it to stay BT. I think this is as close as we're going to get to it staying what BT is now. I think many of us would love to have gone with a local bid with KBTL. It just was not a bid that worked out financially and it was just, it was not a bid that was going to work, unfortunately. But for the people who like the service that they get now, I think that they're going to continue to see that really good service. The good customer service, the programming that they like. I think that they're going to continue to see this. One of the things I like about this agreement is that Shure's is big on local autonomy, that they will continue to see BT as it is now, as BT. But it will have much more capital behind it. I think Shure's is probably the best capitalized company, the company with the most experience in fiber to home build out. I think the fact that they are going to be owning a company in Minnesota is going to be, Haywath, the broadcasting is going to be a tremendous advantage to us as well. We're going to be able to learn the best practices of that company, a company that's been through all the ups and downs and the bumps, et cetera, that we are going to go through. We're going to be able to learn from them now. I think that's a great advantage as well. We have seen in this agreement that they are going to invest heavily in the community and that we are going to have in terms of affordability. There's a five year freeze on broadband prices. So I think the commitment to affordability, the commitment to local autonomy, the connection to Haywath and a number of other things, I think is going to provide this with a good company that's going to make Burlington telecom, continue to operate at the local company that we want to be and I think citizens are going to be very happy with this going forward. So I'm happy to move this and I hope that we are able to get unanimous support for this tonight. Thank you, Councilor Wright. The floor is open. Councilor Herndon. Thank you. Tonight we've heard a lot of talk about really where this company was and where it started and unfortunately, that's the reason why we're here tonight, right? We don't own this. You make it sound like we're the city council that we own this company and that we're selling it on you. I don't think anybody wanted to be here tonight in this position. Nobody wanted to sell Burlington telecom. I certainly didn't want to sell it. We don't have a choice. We don't sell it now. Bluewater sells it in a year. And there is no guarantee who they would be able to sell it to, right? And so when you look at this, we have done the best we could. We really have. And I know that's frustrating but this council has worked hard. We've struggled. There's been a lot of conflicts. There's been arguments. But the reason why all that stuff happens is because we wanted to do what's best for the citizens of Burlington. We worked hard with the board with BT. And if it wasn't for 14% interest on $14 million, maybe we could have got that. Maybe with our finances, we're a little better. We weren't looking for $25 million from BT. Keep BT local group. We were looking maybe for a little bit more money and a little better financing. I think we gave them every opportunity to come to the table and we worked with them. We didn't want to sell it from underneath them. We understood that. And so when you talk about shores, when they came to the VTAB committee, when they presented, not everybody, but most people on the VTAB committee looked at each other after they presented and they said, okay, someone's gonna have to beat these guys. These guys are really committed to the values here in Burlington. It's not local ownership, but it's local control. And I think we got that mixed up when we talk about some of the criterias. And shores gives us the best opportunity for local control. It is gonna be run locally right here. And so that was huge. And if you look at shores and what they've done over just the last four or five weeks, everything they promised as they kept to their word. This is the company that truly wants a partnership in Burlington. There is no question about that. And so I look forward working with shores. I think it's gonna be very successful here in the city of Burlington. Do I wish that we had owned it ourselves? Sure. Did I wish, you know, years ago when we started this company that it would have been different? Absolutely I do. But make no mistake about it. It's no fault of anybody around this table tonight that we're selling this. And I think we have short memories when it comes to that. And so it's easy for us to take the hit here, right? This awful thing that we're doing. And the reality is we have no choice. This company was gonna be sold either by us or by Bluewater. And I think this council has done just a tremendous amount of work and putting this together and finding the best partner for the city of Burlington. Thank you. Thank you, councilor. Floor is open. Councilor Busher. Thank you. So I will be supporting this resolution tonight. But I came here with a heavy heart. And I've said what many other councilors have said before. I was at this table when BT started. I was here with Tim Nolte, the visionary. I was here when we invested and reinvested in laying fiber. I was here hearing that the investment was going to continue, but then we were going to turn the corner. I was here when good people that are now being blamed for making poor choices, but they were good people. Made choices because they thought that this would turn the corner that once we laid the fiber and we got more people involved, then we would become profitable. That took far longer than anyone anticipated. And we were saddled with some pretty difficult criteria imposed upon us by the public utility commission. They played a role in the restrictions that were put on us. So that's the history. Fast forward to where we are today. We ended up with not being able to make payments on a very significant debt. And we then had to go about a process of, we needed to find somebody to help us out. We were going to lose the entity to Citibank. They were threatening to come and rip out the fiber, probably not, but they were going to take possession of it. And so we found Bluewater who helped us in the interim with the understanding that these were the criteria. We went into it with our eyes open and hoped that we would find a solution that worked for everybody. I heard the gasp on November 27th from some of you that were here when I voted for Shores as opposed to keep BT local. It was like a knife through me because I felt, I was, I would stand by the action I took, but I knew how so many people are in this room and watching felt betrayed or deflated by the action I took. But I, like others around the table, tried to do what was right, tried to keep the entity alive and tried to select the best buyer. The process I think was not a bad one. I think it certainly was good up until fall and then we had some rocky times. I totally agree that the end was not our finest hour, but I think we're here now saying we've committed to selling this entity and to try to figure out, you've heard the comments tonight, to try to figure out how we can maximize our investment in the entity, how we can maximize the number of people potentially we have on the board, how we can control as much as we can and reap the benefits from the success, the financial success, but also the success of how we reinvest in our community and how this entity continues to make us the vibrant and creative entity that we are. Burlington has so many smart people. We want them to keep coming. We want them to feel supported by government and by BT. So I'm going to support this. I heard each one of you. I do want to ask a question, if President O'Dell will allow me to. Yes, of course. One question came up and will the programming change? And I think that there are some things in this agreement that talk about a local board that will be making some of those decisions. And so I would look to both of Eileen and Ralphine potentially who would be able to put their finger on it better than I could in this agreement where is there anything that suggests that there will still be definitely those programs that are about democracy and free speech and all of the other things that people value so much. I know we talked about it when we were talking with the various buyers, but I just wanted to know if it was stated anywhere or referenced anywhere. Well, section 8.11 provides that the buyer will continue to offer and support programs to provide internet access. I don't know if that's necessarily talking about programming. And section 8.13 provides that the same services will be offered and including more advanced products and services. And I'm not sure if that's referring to programming. The list of program channels is attached to the agreement, but I guess I'm not entirely sure what you mean by programming. So the list of programming channels is attached to the agreement. Is that what you just said? I didn't hear exactly what you just said. It is attached as the existing programs, yeah. Right, but they're gonna be able to change that programming. I don't believe it has been raised with us to deal with and or asked for us to put anything in here prior to tonight about programming. And my guess is that they would have some difficulty doing it. There's just been all this publicity recently about the various channels that are no longer offering this program or that program because of all the sexual harassment claims that have taken things offline. So I would bet that if we had asked, they would not be able to say we will keep the same programming because that's not something that they can really control, number one and number two. The pricing changes on it and on programming and we have multiple agreements that deal with programming. So I think it would be really hard to have included anything in here about guaranteeing that the same programs would still be available. I guess, thank you, thank you. I guess I'm hearing that the same type of programming also. I mean, I think that there's a concern that the programming could become more conservative than I'm hearing that. So certainly if indeed we get to the operating agreement, I'm looking for some opportunities to have some of those decisions definitely made locally. So and even if we don't, I think it would be very important to have, I thought that what we're saying is that they are very much supporting the community. And so to me, the community, what the community wants as far as programming should be a very big component of how they do business. Right, I mean, it seems to me the community is gonna determine what the community wants and what they're gonna support the provider providing. They're gonna stop subscribing if they can't get the channels they wanna get, aren't they? Isn't that how it's set up? I mean, that's my sense. It's a very hard thing, I think, to put in a legal agreement given that programming changes all the time and isn't controlled by either BT or by the city. Thank you. So I hear the answer. I'm not sure that many of you have some concern, me too. But that means that I will work harder to make sure that if as we move forward that there is a real understanding about that. So once again, I feel like I've come to this threshold over and over again, but once again I'm going to end my conversation with really thanking all of the people who have poured out their honest feelings and have given us some guidance and tried to help us get the best that we can in the agreement even though you're not satisfied with the choice. Thank you. Thank you, Councillor Moore. Oh, I'm sorry, City of Blackwood. I just wanted to add one other thought along the lines of what you were talking about is that the public access channels, the PEG channels are built into the city's CPG and we have an 11 year agreement that requires them to be in there. They're also required by the Public Utility Commission to be carried. So some of the programs that were being mentioned would be programs that are carried over those channels. So there is some guarantee in terms of that kind of programming. Okay, thank you. Yes. Like for example, democracy now would come under that category. Councillor Moore and then Mason. Thank you. I also heard that sigh that Councillor Busher mentioned on the 27th and I have way too much going through my head in order to really articulate my thoughts adequately. So all I really want to say is that the reason I won't vote to postpone tonight is because I don't see anything that I don't see another option that the council will support. I don't see another option that the council will support and that I would prefer. And considering that getting the most money back for the city is important to me. If I saw another very realistic viable option that I believe the city would work hard with that I preferred, then I would not be voting yes tonight. But since I don't see that option, I will be supporting this. Thank you. Thank you, Councillor. Councillor Mason. Thank you, President Nodell. I understand why sitting around this table and in the public, this is not seen as a celebratory moment, but I think we have to sort of go back and look at where we were and then look at where we are now. I was on the council along with a number of my colleagues when we were literally months away from trial in federal district court, facing a $30 million claim for breach of contract, fraud and a legitimate, very legitimate claim for taking the assets back from Citibank. Somehow we were able to sort of extract ourselves out of that situation, which would not have produced a positive result for BT or its customers to buy us enough time to get to where we are today. As Councillor Hartnett said, for someone who didn't own the asset ever, I think you have to look at all the benefits that flow to the city out of this agreement in assessing whether we should be celebrating. It's a $30.8 million deal with a potential earn out taking that higher. Section eight, which we've talked about at Nazium, provides a number of protections that the public has been asking for, including retaining every BT employee at their existing salary and competitive or at least other benefits. Maintaining local control as Councillor Hartnett was alluding to potentially two board seats a commitment between 6.2 and 8.8 million dollars in capital projects, as well as a commitment to complete the build out in the city of Burlington, a community commitment of $250,000 a year for 10 years, either to a BTV Ignite Fund or some other community economic development project, 50 million for 10 years to the local high school and tech development, with that potentially continuing beyond 10 years. Lifeline commitment and support, a limited resale restriction, again, that was very important to ensure that we weren't stuck with just Comcast. We were able, as the non-owner of this asset to negotiate that they can't sell to someone that will own more than a 75% market share, a right to repurchase. The city will have the right, if Shurs ever sells this, to buy it back. And that right, we went even beyond that. That right is assignable to another local investor. That was key, you know, as going through this process, we heard that time and time again, you know, we don't want it to be sold again. The city has the right to roll over, you know, it's proceeds from this to potentially a 20 million or 20% interest. That's a conversation that we as a council are going to be undertaking, you know, within the next month or the next month or 60 days. This also includes a continuation of a more, an issue that's come to light recently in light of the FCC's action, continuation of the privacy protections, as well as a commitment to net neutrality. It also includes a price guarantee on broadband for the next five years. And then any increase beyond that over the next two years has to go through the board on which we potentially will be sitting. And finally a commitment to maintaining the Burlington Telecom name. Again, looking back, you sort of would think, wow, look how far we came. That's not a bad result from a body and an institution that was about to lose that asset to city capital. I respect that we have gone through a very tortured and difficult process to get here and there are many people who are feeling unsatisfied. But I do think we sort of have to take the long view and recognize this for the success that it is and not a failure. Thank you. Thank you, Councilor Mason. I have Councilor Powell next and then Shannon. Yes, can, yes. Okay, Councilor Mason has already sort of beat me too with, you know, like Councilor Mason and certainly for a couple of others that are on the council who were there back in 2009 when so much happened with Burlington Telecom I think I would just want to echo what a couple of people have said about the settlement with Citibank. You know, it's easy to look back now and think that perhaps there are things that we could have done differently. But the settlement with Citibank, more so than probably anything that I've been through in my years on the council, that really moved us to a whole new plane with Burlington Telecom. You know, there was really just an incredible darkness over City Hall, over every decision that was made by the City of Burlington. And that settlement removed a dark cloud on that, as I say, that just permeated everything that we did. And we did this, the City Council was united in how we approached this and we did this with the administration. We could have done it without the administration. We all did this together. Councilor Bushner and Councilor Mason have both said that, you know, we were on the verge of having Burlington Telecom take away from us. We could have ended up with nothing. And the decision on Blue Water was the decision that we all made together. Everyone that was on the council at the time, that vote was unanimous. And along with the administration, we moved forward together on that. There were two other things I wanted to mention. The first, Councilor Wright mentioned, and I don't think he and I have spoken with the same BT employees, but over the past two weeks, I've spoken with a couple of Burlington Telecom employees and they have expressed to me that with the exception of a very few number of employees at BT, that there is overwhelming support for insurers' ownership. They are excited about moving forward with Hiawatha Broadband, which has been, effectively, BT has been modeled after Hiawatha and the meeting that they had with Todd Scherz, with Brian Lynch, and with Dan Pecorina, those employees that I have spoken with have said that the meeting went extremely well and again, they are excited to move forward. The other thing I did want to mention is that over the last few weeks, I've spoken with a majority of the board members of KBTL and I'm really happy to say that the conversations that I have had with those board members have, I would describe as respectful, thoughtful, understanding, people who care deeply about Burlington Telecom and truly want to move forward. Are they disappointed? Of course they're disappointed. They've put in a tremendous amount of personal time, personal energy into KBTL and of course there's a certain level of disappointment. But I do truly believe that their desire to see Burlington Telecom thrive is greater than that disappointment and I think we can all move forward together on this. I'm hoping that we can after this evening. I think the agreement that we have was sure is stronger and better because of KING and because of KBTL. Their presence in this process, to me, no question has improved our agreement with SIRS and I hope that tonight will be a time for moving forward. It may not be one of, it may not be a celebratory moment but in some ways it really should be because we are moving forward and we are in a better place, a much better place than we were even just a couple of years ago. So again, thank you for letting me join you by phone and I also agree with Councillor White that I really do hope that we can find a way to have this vote be unanimous and if it can't be unanimous that after tonight and after this vote that we will all be united in doing everything we can to see that BT thrives in the future. Thank you. Thank you, Councillor Paul. Councillor Shannon. Thank you, President Nodell. Having been here since what I would call the beginning though people define that differently, I want to talk a little bit about how we got to this point and I know a lot of members of the public are not always clear about how we got here. But back in 2009, 2010 we found ourselves in a position where we had borrowed $33 million that we could not repay and we had taken $17 million of taxpayer money towards BT and the council was faced with a very difficult decision whether or not to move forward with a $60 million offer for financing which would have covered the $50 million, the 33 and the 17 would have required us to borrow an additional 10 million which we would not have been able to use. So we would have borrowed $60 million to cover a $50 million debt and had no money for continued capital improvement. At that time we were accused of being political when we voted no on that financing and we voted no on allocating the funds to pay the $33 million debt because we did not have the money. But I think it was one of this council's finest moments where we came together across party lines and we really did what was in the best interest of the city and the public wasn't completely with us. The public was quite divided at that time between those who believed that at any cost we should continue forward. But I think that time has proven us right. Our asset today is worth in the range of $30 million and to refinance it for 60 when at that time it was even worth less than it is today. It would have been had even more devastating effects on city finances down the road. And we did the hard work of figuring out a path forward which is miraculous for a body like ours to be able to figure that out without really great leadership to take us there. And I was proud to be on the council at that time. After we defaulted on that loan we struggled for many, many years trying to reach settlement with Citibank and prior to that default we had been told if Citibank foreclosed on us it would be no problem. The keys would be passed to somebody else and they would continue to operate our fiber business and all would be good but that is not what happened. Citibank was not willing to pass the keys to somebody else. They wanted to pull the fiber out of the ground and they wanted to cause the city of Burlington as much pain as possible and being under the thumb of that litigation for years was having devastating effects on city finances. The settlement agreement that we got was nothing short of amazing. We defaulted on a loan. That's like you owe the bank for your mortgage and you default and the agreement that we got with Citibank was that we got to control the sale. That's like on your house saying, well I can't pay my mortgage but I would like to decide who's going to buy the house and I also don't want to have to choose the highest bidder and getting a bank to agree to that and that's what this administration did in the settlement agreement. The settlement agreement that we got, some can say it wasn't good enough because the city didn't end up able to own the asset that we never paid anything for but in fact the privilege of choosing the buyer was, it really makes a huge difference in this community to have that privilege and I think that we had created a good process for how we were going to select that buyer. We worked together and the Burlington Telecom Advisory Board had many public hearings, got a lot of public input on how we were going to go about that and I think that we worked well together up through that point. But unfortunately come September, October things did seem to become political and I know it has been described as such by those at this table that the votes that were being made were political. Many have pointed out the benefits that Shers brings to the table and it's true, there are benefits and I wish that those who supported Shers could have brought them to the table back in October when we were supposed to be voting on this in September and we postponed till October and having done that a couple things would have happened. We would have had a bidding war and if we were concerned about getting the most money back that would have been how to do it. We would have had the light of day shine on this company, not just another company that we move forward but have the light of day shine on both of them have the opportunity for the public to bring forward whatever they want to bring forward for us to then follow up and find out what is really behind all of this. But we didn't have that opportunity the way this came forward and I think that that is quite a loss. Many people have said tonight that they wish we had more time, more time to develop more documents, more time to make a better decision. But after the behavior I've seen for the last five months I see no opportunity to make a better decision or to come up with a different outcome with more time or to listen better to the public. What we decided on at the end of November was not getting the most money back and it was not the most progressive or innovative company but we chose a company that got us out of that will get us out of the litigation that we're currently in and for me that is critically important. From the time that we moved this offer forward to now I want to thank the city attorneys and Ralphino Rourke for your work to make this so much better than what was originally offered. And I'd also like to thank Shers because Shers willingly worked with us. We had little to no leverage in this situation yet they did work with us to get benefits for this community that I think are going to be meaningful and this is much improved from what we had originally moved forward. And specifically some of the things that were that are going to lead me to vote yes for this when I voted no on moving Shers forward there is much improvement in the community investment piece of this contract where it will continue for a longer period of time and there's a commitment to try and it will now continue for 10 years and hopefully longer than that and that was really strengthened in this contract. The right of first refusal which was in the original offer that we moved forward has become a right to repurchase and it is much strengthened and has now become something that we could actually use. I don't think the original right of first refusal was even to be something that the city of Burlington could have taken advantage of but what we have now really is meaningful and should they choose to sell I think that we will again have some options and I'm very grateful for your work on that. There's also we were really you were able to negotiate for an opportunity for increased board membership if we increase the percentage of participation from the city. I don't know if we'll do that but I do think that representation for that investment will be important and what has been this community has been very vocal about the importance of net neutrality and dissatisfaction with this choice because of our values for net neutrality but what has gone into the contract with the input from experts on net neutrality I think is really going to help us protect that here in Burlington. So as I've debated whether I should vote yes or vote no I always try to consider what is in the best interest of the city of Burlington because ultimately that's what we're here for and that's what's most important. While this is not my first choice and I'm quite unhappy with how we got here I do think that our best option tonight that a no vote is not going to be in the best interest of Burlington because the practical matter is that a no vote means that we don't close this by our deadline which I would not describe as arbitrary that deadline of the end of the year is the difference between a very large sum of money that we would lose and getting nothing in exchange for it. This has been improved to a point that I think it deserves our yes vote and it will have mine because there's nothing better to come from a no vote and I appreciate the work that's been done to make vast improvements to this. It will get us out of the litigation that we have been in since 2009 and that allows the city to move forward and that is to be celebrated. It's a huge relief to get this cloud that's been hanging over us for a long time to get that cleared up for the city to be able to advance financially because the many progressive and social values that the city has, we can only do it if we have a financially stable situation for the city. So other opportunities open up once we move forward with this and I would like to thank the attorneys and the administration for your work to get it to this point. Thank you. I have counselor Tracy, then I have the mayor and then counselor Jang. Counselor Tracy, you have the floor. Can you hear me? Yes. Ms. Overby who spoke during public forum I too am heartbroken. Your about to undertake represents a loss of local control and I'm heartbroken for the tortured process that led us to this deal tonight. Because of that, I will not be supporting this deal. I feel that this is in the long term not in the best interest of the citizens of Burlington. We had an opportunity on the 27th to go with an entity keep Burlington Telecom local that would have resulted in significant local control through a member owned cooperative. Instead of doing that, we decided to go with a bid that was not on the table at the beginning of the night that was not shared with the public and that the public did not have an opportunity to weigh in on. Well, I certainly appreciate and wanna thank the city attorneys for all of their work as well as Ms. O'Rourke for her work on this. I do not feel that this deal is in the long term best interest of the city and I do not feel that the public has been well enough incorporated in this final element of the sale process after having suffered themselves through as well as us through many twists and turns of this process and ultimately leading us to an end that I don't think anyone would have thought of but an end that the public nevertheless was unable to comment on and unable to join in review in any thorough way. So I really, I can't support this deal in good conscience tonight. I think it will leave us long term in a worse position than had we gone with a local option and I'm just truly heartbroken for the loss of local control that this deal represents. Thank you. Thank you, Councillor Tracy. I have Mayor Weinberger next and then Councillor Jang. Thank you, President O'Dell. I too, I'm sorry I can't be with you tonight on this important night but I appreciate the opportunity to call in and make just a short statement. From my perspective tonight's vote, tonight's action represents the last major city council step on a long path of resolving one of the worst financial crises in our city's history in a positive and forward-looking manner. I believe that the agreement before you tonight will, when it was fully approved and implemented, assure that Burlington remains, that Burlington remains part of just 42% of the country where local residents have broadband choice. The agreement will return millions of dollars of lost funds to taxpayers and it will protect a range of important community values including net neutrality and strong privacy policies and much more as others have already detailed tonight and I won't repeat. I appreciate the strong partnership with the city council through the six years of work together to get to tonight and I again thank the Burlington Telecom employees for persevering throughout these years under some very difficult conditions including in recent months. I also wanna appreciate the focus and partnership that Todd Scherz and Scherz Communications has shown in finalizing this agreement over the last month and I look forward to working with Scherz on the final steps in the months ahead towards completing this agreement. Thank you, President Nadel. Thank you very much, Mayor. I have Councillor Jang next. Thank you, President Nadel. So I would like to thank the members of this council for a very hard process, I mean, but we all been true but this is a special thank you to Councillor Dean and also Councillor Shannon for just showing me at the newest Burlington City Councilor how important it is to stick to your ground, how important it is for you to really always hope for the best because there is this, it's a funny thing in life about life if you receive to accept anything but the best you very often get it. Today I read an article from the mayor of Newark and basically he is working hard and striving with his community to have an operated and owned telecommunication system. And here in Burlington we were given a choice, so many choices and in those choices people picked their ground and each one of them had their own reason why but I felt like in one point that I was, people played with me. They played so much a politic with me. I mean people did not really stay, believe in things that they were boarding for in the past. They had an agenda, they had something that they wanna get to but they can use, you use an entity to be able to get there. That I will never forget. I will not forget that because the way it played out. We cannot run a city based on fear. Yes, I wasn't here in 2009. Maybe I was learning English back then. I was not here in 2000. I was not here. But when I came in here it was very clear. What I wanna do is to represent the people of Burlington. Is to find their best interests and fight for it. And I think that's exactly what I did. And that I will keep on doing when we move forward. Now, this deal that we have in front of us, I don't exactly know how we will vote. You only have a yes or a no or you can refuse yourself. I don't know yet. But I know that we cannot have too many agreements. We have a purchase agreement, an operation agreement. All of those agreements to me should be just in one simple document. And we also have the time to vet it, to look at it. I mean, in order to make the last decision that we need to do. The best choice in protecting our net neutrality is not giving this company to another entity. But as a council, as a body, we made a decision. This is the best decision and it was put forth of us. And we also have a timeline. Based on what I see in front of me here, I mean, it didn't give me anything that would say, Ali, you have done your job. Make the vote and move on. Because I want the best. I was elected to be here and also make the best decision. I don't want to go in the community and look at my people and turn around or look down. I want to work up in this hallways of Burlington, in the street of Burlington. And giving my yes vote to this will not represent, I will not be true to the people that I represent. I will not be true to the people of Burlington. And I think we all seen it through the process here. We heard so many stories. People who lived in Japan came here, told us their story. People moved here because of the fiber network that we have. People tell us so many stories about their experiences with other entities. So many. Despite, the council did not choose to say no. The council did say yes or no because of the fear that was behind them. I'm not here because I'm fearful. I did ask KBTL to take the deal with Ting because it was an option we're still in. We're still in making sure, but we will have a strong say. But now we are talking about, okay, a board member will have one you may have two. That's unclear. This company can be sold anytime because in this agreement, we did not ask for it. Or even if we ask, we did not ask hard enough, right? Before any other agreement, my vote today tonight will just simply be no because I see Burlington and I see us being able to build a sustainable community. And it starts with taking our own asset into our own hands. Thank you. Thank you, Councillor. Seeing no other Councillor on first round, I've got Councillor Wright on the second round. Thank you, President O'Dell. Just a few additional points. As I said, I think that we are picking the company that is the most capitalized, the most experienced. In addition, the most likely to be long-term owners of this. And I think that also, as I said, we've talked about the company that's most likely to keep BT, BT. But I want to talk just a little bit about the question of whether there's political motivations by Councillors. It wasn't one city Councillor that had the best interests of the city at heart. It wasn't two city Councillors. And it wasn't three city Councillors. It was every city Councillor that had the best interests of the city at heart. I will never challenge the motivation of any city Councillor on here. I respect every single one of my colleagues and I would never challenge the motivation. I may disagree with city Councillors on here, but I am absolutely confident that every city Councillor, I certainly know that I did, all throughout this process. We all worked in the best way possible to get the best result that we believed in. I voted for Ting at certain times. They weren't my first choice. If Ting had won, I would have been here trying to work as hard to make this agreement work the best way possible for the citizens of Burlington with Ting. If KBTL had won, the same thing. Though I think they presented some challenges that I was not able to support. We can look at this a number of different ways. I believe, frankly, that had Shure's been put forth when I was the only Councillor that was voting to put them forth, I think that we would have actually had a significantly higher valuation if the majority of the council had put Shure's forth initially. I don't think we would have ended up with the very same bid that they had initially. Ting came up with a higher bid because they were presented by a majority of the council, or at least half the city council. I expressed a concern to some Councillors that that was going to be a problem. And in fact, had Shure's come forth at the very beginning, I think we would have avoided much of what we went through here to begin with. Again, I want to make clear that the employees that I've talked to with BT, including the employee that I talked to Christmas Shopping, was a Ting supporter who actually came around to thinking, and I said that to her when I talked to her, I said, you were for Ting, I remember you in the meeting that day. She said, I was, but I think that in the end, this was a better proposal. So I've heard that from a number of BT employees, and I think that the public actually is coming around to that this is a really good proposal. I absolutely respect that there are people who like to Ting better. I disagree with that, but I certainly will not challenge their motivations. I will never do that. I have more respect for my colleagues than that. So to the public, I think that I understand the concerns that I've heard expressed. And we, while the last meeting was a difficult meeting, Councilor Nodell, myself, others on this council worked to open this process up in September. And I said this time and again, when we open that process up, democracy is messy. It is a messy process, and the public got to see the messy process warts and all, all the way through the end. And in the end, we had a difficult choice to make, which was to move forward late at night as it was, but we all knew it was likely to be a late night, but that we needed to either move forward or get buried with the notion on the public that we weren't competent to do this job and get it done on a timely basis. I think we made the right choice that night. So I guess my last point is in regard to the fear by some that there might be more conservative programming. As a Republican, I gotta tell you, I'm not worried about that at all. And I'm not, and I'm not a Trump Republican by any means, but I have to tell you, most Republican would be very astonished to hear that people are concerned that we're gonna turn into a lot of Republican media. I think that people who watch NBC News every night or ABC or CBS or CNN or the late night shows at Dabble and Politics, which have a strong liberal bent on every one of them, would be very surprised to hear that we're so concerned about that. I'm not concerned about it at all. I think that we should not want there to be one point of view coming out of the media. We should not be concerned that there's gonna be any conservative point of view. We should welcome all points of view. And I think that's what we will do and we'll continue to do. Thank you. Thank you, Councilor Hartnett. Thanks, I'll be brief. I do wanna just mention the mayor and I wanna thank him. This was not an easy process for him. As you know, his choice did not get put forward as selected, but once we made that decision and we moved on, he made a commitment to us as a council that he would work hard to get shores across the finish line and work well with Todd and the shores communication group. And that's not easy to do when you're not winning, right? When it wasn't your choice. And so I give him a lot of credit. I think it shows great leadership. I know it was difficult. For me personally, it was difficult not being with the mayor, right? I've supported the mayor on a lot of key issues here in this city and I've worked well with him, but this one we didn't see eye to eye on and it takes a person with strong leadership and vision to understand that, you know what, that wasn't my night, shores was selected and I'm going to do what's best for the taxpayers of Burlington, the cities of Burlington and I'm going to move this thing forward and he has worked well with shores and that's why we're here really and we're not facing that penalty of delay because it's certainly given the time that we did this in, we could have been in deep trouble with that delay. And I think tonight with Councilor Nodell's leadership and working with the mayor, getting something here tonight on a holiday week which is tough to do, it just shows us, I think that should say to the taxpayers that we are looking at in your best interest and we do care about this and we did take this very seriously and so I would like to thank Councilor Nodell and the mayor for their leadership, thanks. Thank you, Councilor Hartnett. Seeing no others, I'll just make a very briefly statement and then we will go to a roll call vote. I will be supporting this. I think we ended up in a very good place after a very long and difficult process. But instead of looking back, I just wanna look forward and just say as we, after tonight, I think that we'll have this an important decision to make about whether the city wants to reinvest and how much and I personally think that there are a lot of reasons why we should have a continued and ownership interest and the voice that it will bring to us. I really think that this, that the shores with the ZRF partnership represents a real opportunity to create an inclusive local tech economy. We have lots of cities in America where they've developed their tech sectors in a way that have exacerbated inequalities. We wanna do it differently here and I think that shores with the ZRF as a minority partner will be an entity that we will be able to work with towards that goal, which I think is essential to our future as a city. So let's go to the roll call vote, please. Councilor Hartnett. Yes. City Council President Nodal. Yes. Councilor Dean. Yes. Councilor Shannon. Yes. Councilor Bushor. Yes. Councilor Tracy. Councilor Moore. Yes. Councilor Wright. Yes. Councilor Mason. Yes. Councilor Paul. Councilor Jing. No. Councilor Roof. Yes. Ten ayes, two nays. The motion carries. Great appreciation to our attorneys who've been really working so hard and whose work is not done, but I hope they feel some element of gratification. I think the attorneys will certainly be celebrating tonight. Well, not really. We're going to work to finish out, hopefully get this over the finish line in the next couple days. Okay, great. I think a motion to adjourn will be in order. Councilor Hartnett moved it. Roof seconds it. Any discussion? Seeing none, all in favor of adjourn and please say aye. Aye. Any opposed? All adjourned at 8.45 p.m. Good evening, people. Thank you.