 I'd like to call to order this special city council meeting at 607 p.m. The first please join us in a pledge of allegiance Thank you, the first order of business is the agenda Councilor Roof. I'll move to adopt the agenda There's a motion there are no amendments Councilor Roof. There are none Okay There's a motion to adopt the agenda as presented. Is there a second? Councilor Bush, your second. So thank you any discussion Seeing none all in favor of that of that motion on the agenda, please say aye Any opposed? So we have our agenda the first Piece of business isn't is an update about negotiations with the Burlington downtown Center Towards a final development agreement and maybe you can have just a brief summary from the mayor for the public about what we're about to do and then The chair will entertain motions on the executive session. Thank you Thank you President Odell. Yes, we have continued to work on the final Agreement the development agreement if people recall the public recalls we the council approved a pre-development agreement in May of 2016 the concept from the beginning always was that there would be a Final additional document a development agreement that would be approved before construction began Work on that has gone on Intermittently since the vote by the public last November and There was some period of time where much of the development agreement discussion was on hold with the uncertainty regarding how the Permits would be resolved Once since those permitting issues were resolved this summer there's been a focused effort to finalize this development agreement and We have updated the council previously on those efforts. It's been a couple months. I think since our last executive session My hope is that this may well be the final executive session on the development agreement and confirm the council is pleased as a whole with where this is at and This could be ready for action I expect this will be you know public and before the council for action in the month of October unless there is a In necessary as a surprise, but the intent with tonight was to have a final time for the council to Be able to discuss The updated after getting an update on negotiations Great so the the first motion on the finding would be that that premature disclosure of Contract negotiations would be adverse to the city's interest. Is that correct? Yes. Is there a motion to that effect? Counselor Mason made the motion on the finding. Is there a second? Counselor roof seconds it any discussion Seeing none all in favor, please say aye Any opposed Counselor Mason based on that finding that like to make a motion that we go into executive session with Cito director attorney Farkas Beth Anderson and the mayor and and be D Okay, I'm sorry in the room as well And and mayor's office Personnel very good. Is there a second? Kessler Shannon seconds it any discussion? Seem none all in favor of that motion to go into executive session. Please say aye Any opposed they carry unanimously and we'll we'll get the room ready for executive session and Our schedule calls us back in open session at 7 p.m. Thank you very much I'd like to call the council back from recess, please Like to call the council back from recess. They've been outside playing Recesses over So while we're gathering Just wanted to let people know what's gonna happen now we're going to have a presentation from Mr. Terry Dorman Council, please come together now We're gonna have a presentation from Terry Dorman about each of the three finalists To purchase Burlington telecom At 730 that will take us to roughly 730 at 730. We will go to part one of the public forum and We invite you to sign up to speak and what we thought was Tonight we'll have public forum in two parts So we'll take some public forum at 730 and then we're gonna go right to questions and answers from the city council For the public to hear the council's questions hear the answers and then after the Q&A section Assuming there are people who still would like to speak who didn't get a chance in part one We will reopen the public forum at that time and finish up Because we do expect a lot of interest in speaking we're going to set the clock at two o'clock two minutes and There's now a clock that can tell you how much time is that going to be a countdown? Nice, so now you can watch that clock back there to tell you how much time you have left So this is an innovation for tonight so So let's get going with it. Mr. Dorman and mr. Bear cloth Please come forward Or maybe Steven's just coming up literally however you want to handle it and just a reminder to speak right into that mic So everyone can hear you clearly and thank you very much for being here tonight. Mr. Dorman my pleasure Just by way of background as most of you know We've been working with the city and with Burlington telecom since March of 2010 initially Doing an assessment of the situation with Citibank and then In August of 2010 taking over the management of BT and we've been through First the settlement with Citibank the refinancing and now the sale. I'm going to go through the three offers in alphabetical order Starting first with the purchase price KBTL Purchase price 12 million dollars shores 30 million 800,000 Ting 27 million 500,000 Two footnotes The shores offer includes a reimbursement of fiscal 2018 capital spending and so if If BT did not spend in accordance with his budget There would be a purchase price adjustment or clawback For the portion of that capex that was not spent In our discussions with shores that was there initial approach to add a Incentive to operating results For 2018 because as everybody knows the these agreements are coming in early in the fiscal 2018 year and by the time the sale gets through the PUC it will likely be towards the end or past the end of fiscal 2018 There have been discussions about an earn-out or the potential for an earn-out and To date Going back to KBTL the KBTL Proposal or LOI does not provide for an earn-out There is a reference in the shores LOI For an earn-out mr. Dorman, can you define earn-out an earn-out is paying These sellers or or increasing the purchase price Based on performance between the time of the LOI and the closing date and so in this case These offers all look to the 2017 results that is the the financial year that ended June 30 2017 We're now into 2018 As most of you know BT's performance has improved Annually the trajectory is good. And so in fairness the seller in this case the the city of Burlington and blue water should be compensated for Improved results to the extent there are improved results Ting has Their LOI includes a provision for an earn-out. They've added 500,000 if BT achieves 4,250,000 or greater in FY 2018 EBITDA that's earnings before Interest taxes and amortization Shores has made a reference to and is discussing Enter and out, but that we're not at the point to know How much that would be or the other components of it? The There is the potential therefore for an increased purchase price the The shores offer To be determined if there's an earn-out beyond the thirty million eight hundred thousand Ting takes the purchase price up to twenty eight million Subtracting the blue water loan balance, which is the Merchants Bank blue water loan We project the balance will be five million five hundred and forty thousand At year-end it will go down a little in the next six months of FY or the second half of FY 2018 It will bring the cash proceeds under the kbtl proposal to Just under six million four hundred and sixty thousand the cash proceeds Under the shores at twenty five million two hundred and Sixty thousand and Ting twenty two million four hundred and sixty thousand This will change very slightly the should the city elect to Accept equity in lieu of cash the city share Under kbtl which in their LOI is at twelve percent would actually increase to thirteen point four six percent Shores would be twenty point five percent and Ting Twenty point oh five percent there are certain additional terms I Think all of the buyers will have Some requirements in their documents around the city country some of the All of the buyers will have certain Requirements around their The city contract in the case of kbtl they've requested ten years city contract of ten years the shores and Ting LOI's have not specified that but in conversations with the parties they expect that will be worked out in the early stage of documents and as you recall There's a period in the process where we're dealing with those critical Elements of the documents and this is one of them all will have some requirements around the church street Lease or option to purchase in the case of kbtl they would like a lease in perpetuity or an option to buy after five years Shores and Ting have not Waved in with their specific requirements, but I would expect they would want either an option to buy a right of first refusal and a Lease with multiple renewal terms The kbtl proposal includes a relocation of the memorial auditorium equipment shores has referenced it, but Further discussion is required on shores and Ting has included the cost of the Memorial relocation and their offer the kbtl LOI references certain ordinary course liabilities Or that they accept to be limited to AP in the ordinary course I Think all should be considered on what's known as a cash-free debt-free basis Just to be fair to kbtl. I don't think that they should be having to provide for assuming any liabilities Any current accounts payable that should be offset against accounts receivable The timing of the Burlington build out I need to go back and and reference the kbtl pro forma I Know that shores and Ting both relied on BT's management plan, which is a build out For all addresses passed with the exception of 120 homes by the end of fiscal 2019 so June of 2019 There has been some expression on the part of Ting About a willingness to potentially move faster, but I don't think that that could be Analyzed until we understand the timing of a transaction. It would likely be late It would likely be too late to make any changes in those plans the only other term of significance is That under the Ting proposal or Ting LOI excuse me The city would get a put right that is the ability to Require Ting to buy their equity back But in exchange Ting has asked for a right of first refusal which would mean that if the city decided to sell its interest to a third party other than Ting probably fairly unlikely but Something that the city could consider Ting is seeking a right of first refusal And a right of first refusal says they can buy the shares Yes, anything that the city is selling they can buy back The Ting LOI also references a to be negotiated put discount Meaning that if the city has the right to put those that equity back in exchange for payment Then they would like a discount to the multiple that they are paying For the shares and that has not been worked out. I expect that'll be a lively discussion If those discussions continue That really sums up the high points But if we could perhaps start on Q&A then I I could elaborate on those Areas that the councillors would like more information on So I think what I thank you very much mr. Dormon I think what I'd like to do is go to public forum now and then come back to the Q&A and When we get to Q&A, I'll just make a few remarks so we kind of know how it's going to roll But Let's set the the clock for two minutes and we'll go until like maybe quarter to late See how far we get So the first speaker is Trab Friar I believe and he'll be followed by Matthew Crop My thoughts are Simply, you know why are all these people here? Why do we care about this? We're talking about why is it important we're talking about a state-of-the-art fiber network and community ownership I think that's why it's interesting to people And I won't go into the significance significance of why each of those is interesting except that I would argue that number two Is more important than number one being that I think if you take away number two community ownership and oversight Burlington telecom becomes much less compelling I think digging into the weeds of the short-term legal and financial details seems to be blinding a lot of people to the key details the key Detail which trumps the other details, which is that BET is something very special with an amazing long-term future benefits for the city if you can Keep that community Ownership and oversight And I think that is ultimately more important than it being a state-of-the-art fiber network And that is to me the most important aspect of it. So if we take away that it's not really an interesting thing After this, thanks. Thank you Matthew crop to be followed by Rob Bacchus All right. Well, I'm back here again to talk up the key PT local co-op And I have a few few quick items. I want to cover The first is I think it's just very It's useful to acknowledge that the co-op model is much less well known in terms of its intricacies by most of the Population of the country. It's not taught in business schools So I think it would be who folks to really look into how co-op capital functions in order to fully understand the benefits I'd recommend particularly a lecture by Brent Hewitt from the UW University of Wisconsin Center for the Study of co-ops Entitled the curious case on the curious case of cooperative capital So if you want to want to have some riveting YouTube viewing that would be that would be useful Second, I'd like to express particularly my concern about the Ting bid And it's publicly traded status Ting is Traded on Nasdaq, I believe and if you look at who owns the shares There's a it's mostly outsiders and as you're all probably aware Publicly traded companies have a fiduciary obligation to act in the best interest of the shareholders or they can be sued and That to me is a red flag In terms of their the possibility of them being acquired by a large player and then all of this kind of discussion of oh We've got these anti-monopoly agreements in place I'm I don't have great confidence in the ability to really maintain that in the face of You know some some substantial institutional investors saying all right Comcast has thrown down a pretty good bid Let's let's take it, you know and from a publicly traded corporation perspective that looks like success from the Burlington perspective That looks like us really sort of losing out big time I think that's a huge risk, and I think that should be seriously considered as you're considering that these three deals Finally just process wise I want to sort of acknowledge how much volunteer effort from a lot of civically minded people in Burlington Has gone into the key pt local bid over the past five years And I would encourage you guys to keep on schedule because every two weeks that this is pushed back. We're taking up more Capacity so thank you. Thank you Rob vacas Former City Councilor and then Alex friend Thank You president no doubt about 17 years ago the City Council was Looking at the issue of who should have the downtown grocery store There was a lot of pressure at that time to choose Shaw's because they were the big player at the corporate player that had the money But what we as the City Council recognized at the time was at the corporate player They lacked an investment in our community as a community the kind of investment We wanted from a downtown grocery store, and so we selected the co-op It's clear that we did the right thing the co-op is thriving it is expanding Shaw's who knows what they would have done, but they would have done what any corporation does is They would have protected the bottom line and then whatever made them the most money That is why we need to keep Burlington telecom local locally owned and the co-op is the best way to achieve that The people who own Burlington telecom will be the people of this city's the rate the rate payers for Burlington telecom We I'm a user of Burlington telecom will all have an interest in keeping it up to date modern and under local control That is really not an interest that any corporation which is not vested in this city is going to have So if we want to protect our investment in Burlington telecom and we have a huge Financial investment in Burlington telecom already as a city. We need to keep Burlington telecom local so that that investment is protected I'd also just like to add quickly that The other two players are offering vastly more money than keep Burlington telecom local is offering Where are they going to get that from they're going to get that out of the heights of the rate payers? We are going to have to have rates big enough to give the return on that kind of investment That those investors will want and that will be a high return. I for one don't want to be funding that return I want to be funding my local business. Thank you. Thank you Alex friend to be followed by Walter judge I Speak at the second public session You can all right. Yep, I'll hold I'll hold you off anyone else can have that option as well Walter judge and Then Barbie I'll stop I don't know whether I was I'm supposed to speak at this session or some other section of the meeting I Come before you just as a taxpayer in the city of Burlington and We all benefit every day from Services and goods that we purchase And we enjoy them and we use them. I don't necessarily see why everything we Purchase what everything we do everything we all services that we consume have to be locally owned I'm very concerned about The Offer that's being made by keep BT local which is I understand 10 or 12 million dollar purchase Funded by a 14% bank loan I'm very concerned that the taxpayers of Burlington will be back Before this board Before the city council again at some future date because we've had a recession or a downturn in the economy and Keep BT local can't afford to make those debt payments. That's a staggering interest rate So I would just urge the city council to keep in mind the taxpayers of the city of Burlington and And Take the financially responsible bit. Thank you. Thank you Barbie Alsop and then Alan Turnbull I'm very glad I get to go after him rather than in front of him because I will tell him why we should keep this local I'm a member of city market. I Bank it from on state employees credit union. They're both locally owned all the money made by those Companies stays local get spent in the local economy and helps Burlington You give This contract to a for-profit company They're for profit and they will take the profit and that money will leave Vermont It won't stay here. It won't support our economy and while they may talk very well about Supporting the local business community. They're taking our money away We've put the money into Burlington telecom so far. We built the fiber network. Keep it local Thank you Alan Turnbull and then Grace Ahmed. I thank you for the chance to speak with you I really have questions rather than commentary I I'm paying a lot of attention to the money and I know that we're all trained as Americans to always go for the most money always, but I'd like to have answers to three questions Has the council received legal advice or opinion as to whether there's a fiduciary imperative to favor the highest dollar purchase offers Or to give greater weight to the offered price in relation to the other factors that you're considering Second what if any local state or federal laws Might compel the council to favor the highest possible bid Relative to the other factors under consideration and third What if any contractual terms may be obligating or influencing the city or any city officials to favor the highest dollar bid in preference to the other factors? Thank you Thank you very much people who are just coming in we invite you to sign up for public forum. They'll also be a Yes, we're not done yet. I'm just taught. I've seen we're just a little beyond 7 30 and And we started public forum a little late. So for people who are just coming in and wanted you to know You have time to sign up you can talk now you can talk later And now we're going to go to Grace Ahmed and she'll be followed by Carolyn Bates. All right. Thank you so I have long been a big supporter of Keep BT's locals bid and if there is any way that we can make the co-op deal work. I would love to see that happen Reality pressing upon us. What I am asking for tonight is that you keep the office offer for a sure as communication In the final two because I think that that offer aligns with our values Better than the offer from Ting. I think that they have more experience Their company Orbitel has been doing broadband internet on fiber since 2001 and Ting has only been doing broadband fiber since 2015 They have a longer Rate guarantee for subscribers five years is almost double 30 months. Thirty months isn't even three years I'm concerned that we're going to end up Placating people by keeping Maybe Ting and keep BT local in as the final two and then we're going to get the worst one Instead of the second best one. Thank you. Thank you very much Carolyn Bates and then Michael Long Hi, I'm Carolyn excuse me Carolyn Bates and I've been a business member and I'm owner Let's say business members since 1973 homeowners since 1978 in Burlington and With my business the internet was just awful. I can't begin to tell you how many times I lost my email I lost my clients and then BT came along I jumped on board as a beta with BT and it has saved my business It has enhanced my business and it's an unbelievable Asset to the city of Burlington to bring in new business, which I think you always want to do keep BT local Why don't you as city council work with them like you did with city market? Also, you know with seven thousand members we're saying with keep BT local They don't have to pay to be a member but with city market Where I've been a member since the 1970s they pay 200 a piece So perhaps that's what we should do and you take the seven thousand members Times 200 and you have 14 million added to the 12 million. That's 26 And you've got to keep it local How many million that's of dollars have our taxpayers gone into the business of Burlington telecom? 2030 40 I have no clue. I don't think anyone does. Well, maybe you do and that should not leave the state That should not leave Burlington that money must stay here And you need to work with keep BT local and keep this a local co-op Just like you've done with Burlington Electric and we've done with city market and I do with my bank Thank you. Thank you Michael long and then Vika's money puti Good evening. I wanted to support keeping Burlington telecom local I think the history in the context is really important here Before when when Burlington telecom was conceived, I think it was a was a great idea but it didn't work out really well initially because of some problems with cash flow and marketing and and and and secrecy and deception with regard to the 17 million that was was was misappropriated The effort to kind of right that wrong that we're coming through now which resulted from the settlement with With city bank. I think it was a it's a noble effort, but I was disappointed that that Settlement required the sale of the asset because I believe that Burlington telecom was Sort of initially conceived and and properly considered a public utility that should remain a public utility For the city just as Burlington Electric is but given that the city settlement doesn't allow that to happen the the co-op structure as compared with the corporate structure is a good a good compromise and something that I think keeps the the faith and the and the trust of the people instead of taking an asset that the public contributed to and Once it's on its feet and working well and profitably then selling it out from under them So I think keeping BT local keeps Ownership in the community even though the city is divesting itself of the asset. Thank you. Thank you You'll correct me and then Steve good kind It's it's because because excuse me I just like to echo the sentiments of many of the other folks that have spoke spoken and Encourage people to support the key BT local bid And I'd also like to point out one of the one of the things that kind of gets lost in the dollar amount conversation Is the difference in bid price between what keep BT local has bid and the other bids a lot of that comes back to shareholders and BT subscribers inequity the The subscriber owner model of a co-op really does keep that value and that that the price of the whole utility local and and the and when subscriber owners get a share in in that utility Any sort of profits come back to the subscribers, you know, there's there's a real dollar value in that That goes beyond just an influx of cash to the city at this moment And I think that's a that's a that's a detail that sometimes gets lost in the conversation So again, I would ask that the council please support the key BT local bid Thank you and Steve good kind and then we'll come back to the council Thank You president. No Dell I've been hearing a lot lately during the discussion of the sale of BT About how it should be made as a business decision. I think we should really understand that This sale process driven by the blue order agreement Has as much to do with business as a Russian election has to do with democracy The blue order agreement was conceived in a corrupt fashion There's a whole story to that and its conditions are a sellout of the millions of dollars The citizens of Berlton have invested in BT. No good is going to come about from a sale under those conditions The blue order agreement and I'm like a broken record, but the blue order agreement must be brought out Let's be terminated Bought out for a reasonable amount the city should replace it with traditional financing BT should not be sold and if it is sold it should only be done so with the approval of the voters keep Berlton telecom local Thank you All right, so that's and I'm gonna close this part of the public forum and Come back to the council and asked mr. Dormin and mr. Bear cloth to come forward and My thought is that we would we would go bidder by bidder in alphabet alphabetical order and Take questions about each bid and Then move on to bidder number two and then move on to bidder number three So the purpose of tonight is to make sure that the council has Correct factual understanding of the bids So that is to say tonight is not really The night for debate. Is there a question? Are we all set? Okay, so I was thinking that tonight is not really the night for debate But really to make sure that we are our questions about the bids themselves are answered and if our Consultant and our legal team and the mayor do not know the answers that they're going to go get the answers So that by the time of our vote to narrow from three to two We do have all the information as much as the information as we can get Obviously a process that could go on forever, but cannot go on forever so I Will try to make sure that everyone has the opportunity to ask questions And I'll probably kind of go from a side to side. I'm saying all kinds of questions over here Are these questions about how we're going to proceed? Yes, councillor Shannon I Have a few questions that are just broad questions for all three and I wondered if if there could be a time for Rather than just the specific Offers to have questions that are broader than that Okay, sure I think that's fine if people have like the same question for all three sure we can do that This also procedural question councillor Mason just to clarify president O'Dell Even though mr. Gorman and bear claw are up if we had a legal question for example We would ask it when that so in theory. They're all of the table. Is that a fair yes in theory They're all of the table and then the legal questions will go over to the legal team. Thank you for clarifying great So are we ready to start? Okay, so if there are questions for all anyone has questions for all three why don't we start there? Okay So yes, okay, so does anyone have questions for all three? Councillor Dean so okay, so we're gonna go councillor Dean councillor Shannon councillor right these are questions for all three councillor Dean Okay, so my my question relates to Burlington taxpayers who are not BT subscribers So all Burlington taxpayers contributed to the nearly 17 million dollars inappropriately inappropriately allocated to prop up BT in the years that it was close to financial failure Under Ting shares and kbtL's offers. Could you evaluate for us? The current and future potential to recoup some of these monies for all the taxpayers of Burlington Not just that percentage of Burlington households and businesses that are current or future BT subscribers All of the offers have an equity component The question of whether or not the city wants to In effect reinvest in the new entity Is is probably one that should be answered in connection with the risk profile of a municipality generally and the history of Burlington telecom but assuming That the decision is under all three to roll to equity There is a Share that is allocated to the city in the case of kbtL I calculated that at just under 13.5 percent in the case of shores 20.5 percent and in the case of Ting 20.05 percent as a General comment it must be borne in mind that There is still some amount of ongoing negotiation if any of these parties want to make changes or clarifications to their offer or if the city wants to make a request of one or more of the groups to me That's fair game. So There is on the table now a discounted put right In the Ting LOI Which hasn't been fully negotiated? So it's hard to comment on how that will affect the city all of the parties have provided Projections I think the Next five years are probably the most valuable for the purpose of evaluating the various offers The kbtL proposal will have debt service which will have the effect of reducing the near-term cash that's available to Shareholders however All of them have an equity component so it by definition the Larger equity component if you believe the management of the three are going to be about the same the two strategic buyers are providing a larger equity component for the city Can I do a follow-up? so Just as an example kbtL has proposed you said 13 and a half percent as a carried interest equity state correct so explain to me how Financially dollars come back to the city through that equity holding Under the kbtL LOI there would be a point in the future where the city could notify kbtL It wanted to monetize its interest and there would be a an appraisal or some sort of third-party valuation and then KbtL would be willing to buy the city's interest back that that's not specified with any precision but obviously in fairness to kbtL none of the None of the buyback terms have been specified by any of the parties Counsel Shannon Thank you. I'm allowed to ask more than one question. Let's just do one question on first round. Let's not be greedy Let's share the time There's concern about how user information is shared and I don't think that that is something that any of the offers have spoken to And since I'm going to expect you don't have an answer on that. I'm just going to put that out there and Go on to One of my other questions But I would I would like an answer at some point About how user information is handled with the different bidders Also, we we currently offer low-income households a Discounted rate, which I think is a lifeline rate and I didn't know if there was anything regulatory about that if It would be expected to continue in the same way for all offers or if there's a difference if there's a Commitment to the the lifeline rate on some and not on others Okay, I think that's a question leave them both. Let's start with the regulatory Is there any regulatory obligation looking to our outside counsel? Or Stephen, okay Please speak right into the mic sir Lifelines are recently introduced program as you all know that we've just bought into BT Indications from both buyers from conversation. I've had is that lifeline would would continue We have three buyers I Take it for granted KBTL would not change it the other two Indications are they have no interest in changing that it's clearly something we could address in the legal documents As we move forward I thought there was also question about whether there's a regulatory requirement to have a lifetime lifeline rate there is It's a federal program the issue is Probably possibly more whether Federal program continues or or not But that cancer Shannon was like asking about the state level Yeah, is it required is it any part of that required? in order to operate or No, it's a substance. It's a federal subsidy of nine dollars and twenty five cents a month which has historically been Available for cell phone users has just recently been extended to Internet users as well You can't get to a month, but you can choose whether to apply it to cell phone or internet And that those are the current rules Okay, I thought that there was something specific in tings offer about the About lifeline as well as other programs that they were contributing to and it didn't see anything in the other two offers But you are telling me that it would be the same no matter who is the buyer That that's the indication I've had from conversations. I've had and I wouldn't expect any different City attorney just to clarify a little bit the lifeline program is a is a federal program as Steven said that that recently BT applied to become a For that there's some initials for a particular kind of provider so that we can have the lifeline program BT got that certification went through a process with the public service board to get that and has that designation now and Every we have been including in our negotiations that we we want all the bidders to to include To continue that program and Steven has done a great job of making a Really strong case for why that it is a good thing for Burlington Telecom and as a business and for continuing in the community Okay, so There'll be opportunity on future rounds. I'm going this is still questions like across the board questions for all bidders I have counselor right then have Paul Mason Tracy and then I have Jane others Okay, thanks Can you tell me the B tab established a set of criteria? Can you tell me if each one of the bids met all the criteria and if Any one of the three did not can you identify what the criteria was that they did not meet? Can I get David to come up on that? Is David willing because it was so Close in the range of the minimum There was a concern from the B tab when we sent that forward and that was clear in our explanation Other than that the criteria we felt that everyone addressed the criteria to the degrees of how they met the Criteria vary, but we believe you have in front of you Bidders that have sufficiently met the criteria and can legal can see the attorney talk about the issue that mr. Provost just identified as to whether the bid was met the qualified purchasing amount Is that what you know, is that what you yep? the minimum sale price That is not as a question that is easy to say absolutely solidly legally one way or another But at this point we have not raised an issue about whether or not the kbtl bid for example meets the minimum Sales price when we have not heard that issue being raised by any of the other parties You think that that is not an issue And I'm saying that we have we have not sat down and done an analysis of the how the financial Pieces work out so far the city has been treating it as if the minimum bid is met Okay, there's your answer Councillor Paul Then Mason Tracy Jang and they were going to go bid by bid Okay, thank you President Odell so um I Have a question for that applies to all three of the offers about the carried interest and all three of the offers have given the city the option of Of a carried interest as opposed to taking the cash correct, okay, they range from 13% to I believe is one of them around 33% that is or 23 There are There's the mathematical calculation Which in the case of kbtl is? 13.46% in the case of shores is 20.5% in the case of Ting 20.05% and Shores has agreed to allow the city to contribute incremental capital To increase its Interest to 33% okay. Thank you. That was that was what I had thought so This sale and I guess this is more a legal question So this sale will then go from us to the public utilities Commission, and I'm wondering if there are any regulatory hurdles that we would have to go through to be able to have a Carried interest in in the successful entity. I mean the successful bidder And how you see that playing out For each of them The short answer to that question is yes There are hurdles that are there for maintaining a carried equity interest there we have a provision in our charter that States that you in order to you that you're allowed to have a joint venture To to do a telecom But there's a countervailing provision that also requires the public utility commission to And I'm gonna quote it actually So that the statute that I'm referencing is section 438 of the city charter And it states that the public utility commission before issuing a CPG a certificate of public good Must ensure that any and all losses from these businesses And I'm gonna skip a little bit and any and all costs associated with investment in cable television fiber optic and telecommunications Network are born by the investors in such business and in no event are born by the city's taxpayers The state of Vermont or are recovered in rates from electric taxpayers rate payers excuse me so While you're allowed to participate in a joint venture we have this countervailing protection that is going to be examined To figure out whether there are any losses associated that could be associated with this investment in addition In issuing a certificate of public good the CPG will look at the financial stability of The the new operator and its owners and We'll look at the finance or the management experience and technical expertise There's in looking at the financial stability piece I'm getting off topic I guess but I'm getting off topic Anyway, the first part is the answer to your question And I would add one more thing to that which is in addition Because the money that was originally put into Burlington telecom Was a combination of money borrowed from Citibank and taxpayer dollars that went into Burlington telecom over the years since then there's been a lot of rate payer money invested back into it as well But it's very hard for the Public Utility Commission to separate all that and say if the city were to roll over its interest Into this new entity would that be putting taxpayer dollars at risk of loss in the future? We don't we can't anticipate how the Public Utility Commission will answer that question But it will certainly be one of the considerations that comes up in the regulatory process Counselor Mason and then Tracy. Thank you president. No This is directed to the city attorney. Could you I think for the public's benefit We've had the benefit of getting this advice. Could you walk through? Other than the Public Utilities Commission, which you've just touched on the other required consents that would be required as part of this transaction thinking specifically of blue water and city, you know, I shouldn't say Back up. Are there any of the three offers that have been presented? Are there other consents or risks that the city might face for example in accepting one offer as Distinguished from another under the blue water agreement. We there's a provision that Allows them to go and take a look back and make and make a determination about whether a first-time operator Whether there's a reasonable likelihood that a first-time operator will be approved by the Public Utility Commission so that's a Kind of an extra step for any first-time operator Okay, thank you Counselor Tracy and then Jing Councilor Mason's question actually sets up mine pretty well, and I just am curious one person made reference to Ting being operating in the fiber-to-home realm since 2015. So can you speak to how long each of these particular bitters has been doing? specifically fiber-to-the-home operation Ting's fiber business is relatively new and I will ask Steven if he knows the exact time Ting began its Fiber-to-the-home. I I do not but it's relatively new and a limited number of communities. I May I'll have to if it's up to me. I'll have to I will have to follow up with that with Answering that question So that in fairness to Ting and in fairness to answering it correctly for you Okay, in in the case of shores they have been in the cable business for About 50 years, I believe They're fiber fiber-to-the-home business because fiber-to-the-home is a relatively new medium although they've been in the Triple play and broadband business for most 50 years. I believe fiber to the home probably four or five maybe six years So they Neither of them have a long period in fiber-to-the-home because it's a relatively New network material Okay, thank you counselor Jang Thank You president Adele Terry this is a specific question for you and for the record. What is your involvement? For the public About these three bits about the process of selling Burlington telecom. What is your involvement? That's the first part of my question Okay our our scope with the sales process began working with both the BTab and The city council to advise on the process We Were recipients of inquiries from various parties dating back to 2010 expressing interest so our first step was to Contact all of the parties that made initial inquiries To gauge their interest and make a determination if they were worthy of further conversation We we began speaking with the kbtl group very early on In fact, we encouraged initial presentation That kbtl made to the city in June of 2012 We have been Working closely with all of the interested parties. There were eight lois as you know Most of them were a result of either us contacting a potential buyer or a buyer Contacting us there was one of the eight that came in through the city council Made a very serious offer, but was late in the game and it didn't appear that That it would make the first cut so other than that other than that particular offer we work closely with all of them and And you represent dormant and Fussett well, we represent the city We are I'm one of the founders of dormant and faucet now What are you getting if we find a buyer what dormants and faucet is getting around this deal? There are a few things that we get first of all in order to Obtain the Bridge financing which is known as the blue water financing, but there's a little bit of history that that is useful to review We had a planning session With with the city when we were trying to work through potential settlement With city bank because to refresh everybody's recollection. We were in the middle of a court case where? City bank was seeking to pull all of the fiber and shut the business down We we reached an agreement with city bank where which was The the cornerstone of the ultimate settlement But at the time It we were having difficulty finding financing We finally found a special situation municipal funding source that became one of the finalists at the time of the bridge financing in in late 2014 and That that was the first of three funding sources that we brought in there was a competition and Blue water ultimately prevailed the interesting footnote on on all of those Finansings none of them were interested in Providing the financing until we agreed to Not be paid until the end Ordinarily in our work. We're we're paid on a current basis when We agreed to Subordinate any of our Fees for our work until after The bridge financing source was repaid so we will be at the conclusion we will be paid for the work that we've done to date and Then there will be a an additional payment That is based on a percentage of The sales price Okay, thank you councillor jing. I'm sorry, but lastly You're under your third question. They all relate it Yes, but you know that everybody else just got one question So we're gonna I'll just hold on and when we come back around other people have another opportunity And I'll be happy to queue you up everyone's got lots of questions So I'd like to ask a question for all the that's also an across-the-board question And then we're going to go to questions specific to keep BT local And I'm going to be going first if people haven't asked a question yet So if you haven't asked a question yet, your time is about to come Okay, so one thing that we've heard from the public is that it's with the keep keep BT local offer We know what their financing is We know how much they're borrowing we know the interest rate therefore we know that they're gonna have to make a Rate of return that's adequate to repay that debt and then a little bit more in order to finance the their plans to expand with the others because they are they are Apparently telling us that they can finance their bids with cash Correct the the the cost of funds is Obviously non-zero Because there's always some cost to capital, but it's not as explicit as in the keep BT local bid But they will obviously have some target rate of return that they expect to make on their capital Now the council I believe has received some proformas That will allow us to evaluate and compare those those minimum required rates of return So but just based on the industry because I those are going to be subject subject to nondisclosure agreements What is the in you in your judgment in this industry? What kind of rate of return would assures and a ting just Be expecting from this investment. Do you have any way of saying? I don't and and the reason is that both Shores and ting are strategic buyers and whenever a strategic buyer Evaluates a in investment. They're taking a variety of matters into consideration. So for instance Ting is Early in the fiber business This represents a large and important acquisition for them And it's obviously part of their consideration. I can't say how they weigh that but we certainly would Be more than willing to ask them for more color on it In the case of shores They're their acquisitions they they approach their acquisitions as a long-term buy-and-hold and Burlington is attractive to them on that basis. Okay, so That's just something that I'll be very interested in getting an understanding as I look at the proformas And so just want the community to know that that is something that at least some of us will be looking at So now questions on keep BT local hands from anyone who hasn't okay. I'm gonna go with roof Okay, council roof Thank you. I have Plenty of questions, but I'll stick to one very specifically to Anti-monopoly future sales restrictions with regard to kbtl by my understanding from information that's been in the public and conversation that we've had that there's No contemplation by the co-op bid of any future sale is that's the first part of the question Is that correct or is my assumption? That's my understanding. Okay, so by my understanding of this night And I want to flush this out just a little bit because I think it's important for why I need to understand this I think others should too is that the With the financial dynamics of the co-op bid we recognize that there's some risk and just with any business venture Supposed as risk regardless of it's the co-op or not If the co-op and I'm assuming they just did not contemplate any business failure But in the world of real business if a failure did occur The assets would be foreclosed on by main fiber company. Is that correct? It is okay? And under the current agreement if that were to happen in some future universe That they were chosen would it be main fiber that would be able to direct the sale of The assets that we call BT today We have not seen the full Main fiber financing agreement and I would guess just based on the correspondence that one doesn't exist because there's there's a letter of intent to provide the financing and and then followed up by a limited commitment They will have I expect all of the standard rights that any lender would have and in terms of being able to Repossess and sell the assets in by way of background this was one of the issues that was tricky with Citibank because Citibank had the right to Litigate in court, but they just they could not come and take it away because they did not have a permit to operate I'll stop there. Thanks first round only I have counselor Moore so If the co-op were to get it and Obviously, hopefully they would do well and be able to refinance their data lower rate and all of that If as counselor roof was just discussing that weren't the case What is the possibility that one or has it been discussed that the city could potentially Purchase it back or to Assist the co-op in any way and in Keeping it going I'll make a broad comment that I think there are a lot of Questions public comments and questions that have been made whereby Additional terms could be included in the agreement with any of these parties and so I think that Something like that could be included, but I'm worried that doing so would likely run afoul of the Legal or statue requirement that was referenced earlier in other words There would have to be some sort of pre-approval for the city to do that if if that Was to take place if the city was providing any financial support. It would have to be within The guidelines referenced by council So there's been some talk of having a right of first refusal and I'm thinking Something similar if keep BT local worth to own own BT and and there was some Some issue going on. Could there be something like a right of first refusal? I think I'm looking to the city attorney To comment maybe on what I just asked and like first, right You're saying a right of first refusal in connection with a foreclosure. Yes There isn't anything in the documents right now proposing that but if I understand what you're saying you're saying is if if Kbtl defaulted on its loan to main fiber that the Right of first refusal that would allow the city to pay main fiber back. It's ten million dollars I'm curious if that's been it in any discussions Not no not the we're involved with and I think what Terry's saying is that it would you're back to that How do you put more taxpayer dollars into an asset when the law says you can't put taxpayer dollars into it? Okay, so we can come back to this because I have a follow-up and I think others do too So councillor Bush here is the only one that didn't have a first-round question Do you have a question on keep BT local specifically? You know you have the floor, okay, and let me just say and then we're gonna go to second second round the questions Anyone who's already had a question can now ask a question about keep BT local and the order is Tracy Mason Paul Jeng and roof Thank you, Bush. So in this proposal the city has an option to have a maxima about you said 13% or something if we wanted to exercise that in the If in that model In a co-op model, how does that work? Have has that been explored how you know the 87? 0.5% ownership of the co-op and then the remainder being the city How does that can you explain that a little bit more? I will tell you what I understand and and then we'll Circle back with kbtl to Provide additional information there is a yet to be formed co-op entity and According to the kbtl LOI the city would get 12 and a half percent of The stock or the shares in that entity and the remaining balance would be distributed to the members There is a provision whereby the city could sell its interest back to the co-op, but that has not been fleshed out There was a question asked by the By the kbtl group about paying the city Some specific amount of money against its equity. I cautioned that Creates I think other challenges with the city bank agreement, so there's no the city's interest in the New yet to be formed entity would be a speculative investment There would be no written agreement as to the city gets paid x dollars over a specific period of time May I just ask the city attorney about this so it as you stated Whatever offer gets selected has to get approval from the public. I'm going to call it the public service board, but whatever it is And if this model was to move forward my take from you is that there may be no option for that 87.512 whatever percent option because they would say that would put people at risk if there was if the co-op model Defaulted or am I not understanding that correctly? I don't I don't I want to link these two together to understand what that risk is if any my understanding is that the That the shores and tank offer allow for you to take the proceeds of the sale in cash or Reinvested as equity up to you know, whatever amount you choose my understanding of the kbtl offer is that You're required to take it as a carried interest We have raised some concern about whether or not you could receive public utility commission approval With a carried interest the protections that you That might allow for that to happen more easily are more easily addressed when there's cash available and and other rights we haven't really Fully heard through the the put option that might be available in Kbtl and maybe that would be enough. I don't know. Thank you. I have more questions I mean as a result of your response, but thank you very much. Okay So I have councillor Tracy then Mason then Paul on Kpt local. Yes. Thank you President Odell and I appreciate it and also kind of goes along with what councillor Buescher was asking because my question refers to Carried interests creating complexity within the context of the PSB approval, but I guess my broader question is Would kbtl meet that meet that definition of a qualified purchaser? I'm not sure Okay, has anybody asked mr. Peacore if they would are we able to do that? we have we've not asked him because If it part of I think if you all decide you want to go forward with something We don't want him locked into a position one way or another so Part of what you're asking are things are some questions that we've left open for negotiation and the ability to Move the city in the direction that you all decide you want to move in okay. Thank you Councillor Mason then Paul then jing Thank you president Odell My question is also for the city attorneys Big picture, you know kbtl offers 12 million dollars the other offers are significantly higher Understanding that there's a waterfall of proceeds, you know We have signed contracts that got us to this point that require us to deliver a certain percentage of the proceeds to various parties Including Citibank I'm curious your opinion in terms of whether It's somewhat ties into the fiduciary question that was asked earlier If this council were to go with a 12 million dollar bid Is it your position that we potentially face? Litigation from city capital or the taxpayers or anyone else? Well, I always hesitate to put words in someone else's mouth But from my perspective as an attorney, I would have to say there is risk there that needs to be considered. I concur so To put you in a position that attorneys as an attorney myself don't like to be You know, we're having to evaluate that risk and I'm wondering you know Is this a 1% risk? Is this a 99? I mean again, I'm just I'm trying to put some parameters saying there's risk Doesn't help much other than to know that you have a concern that if we were to accept a 12 million dollar offer city capital Who's entitled to potentially 25% of 15 million dollars that's not being paid May very well say hold on a sec, you know, we We're entitled to some piece of that I Think what we're trying to say is we don't it would not be in the city's best interest for us to write now Say to you here are the kinds of claims that somebody could bring against the city and invite them to make those claims and So it really wouldn't be in the best interest of everyone for us to really give you a Go down and say here are all these claims that they could bring and this is it would be our chance of success on them right now what we What what I mean, we're happy to do some of more of that for you in executive session that would not That would not put the city in a negative position if because we wouldn't be Broadcasting it to anyone who might want to bring a claim, but In in terms of the general session we are definitely confirming to you that we believe there is risk That's your question. Councilor Mason. Thank you. Yeah, councillor Paul. Thank you So my question for on this particular bit on this particular offer is Relates to their working capital reserves the ability that all businesses need to have working capital when they start and And then the access to be able to the ability to access capital through borrowing In other words for being able to maintain cash flow I continue to build out and potential expansion so I went on to kbtl's website and I'm just trying to understand where these numbers come from and and It feels like there's a couple of numbers that are like appearing twice and I just want to make sure I understand It says the sources of the funder that ten million dollar debt from main fiber Then it says a minimum of one million dollars in preferred equity offering Via milk money and it says on their website that they have raised roughly 250,000 although I have heard That it's a little bit higher it's higher than that at this point And then there's the 1.5 million of non-cash equity that the city would you know would put in So to speak then they they say the uses of the funds are on 10.5 million in cash to pay off existing investors with the 12% ownership by the city and then it says a $500,000 injection into the new company Which is not counted Toward the headline price of the deal so What does that exactly mean do they have five hundred thousand in and working capital That they would on day one be putting into the into the entity and Where does that come where do they have that? My calculation yes, they do Ten million comes from main fiber one and a half million Comes from the city of Burlington not in cash, but an in-kind payment They're raising a million 500,000 of that million Reaches their 12 million is the last Brick in the wall for their 12 million purchase price and then there's an extra 500,000 as I understand it That is for opening day Working capital okay, so then we have a copy I Think KBTL gave us a copy of a letter from main fiber that stated September 7th and It talks about the offer that main fiber is making to KBTL to get the ten million dollars and Number item number seven it says prior to execution of the loan agreement KBTL Has to bring it these all these conditions have to be met one of them is the KBTL has an additional one million dollars beyond the loan So if they're using 500,000 as working capital where is the other million dollars coming from I Had read that and I don't know if my reading is correct but my reading was that in addition to the 10 million provided in the 14% interest rate loan from main fiber the KBTL would be raising a million in preferred equity and that's the million that they are They are Required that that main fiber is requiring and I may have misread that but I think that's the million that they're being referred They're referring to but didn't you just say that half of that is the 500,000 That's going towards working capital. Yes Yes, and I the way I'm reading it is they their Main fiber wants to make sure that that million half of which is going to be used for Purchase price and the other half being used for working capital exists And I may be reading that wrong, but that's the way I read the document Well, I I would like to know what that exactly means because it it appeared I mean again, I don't know but it seems as though They're counting a half a million dollars twice, and I don't and maybe I'm missing something And I would appreciate it if you could find out. Yeah, I'll run it down and circulate it by email. Okay. Thank you Thank You councillor Paul councillor jing you have your one question on keep it local Thank You president Odell Do you know the mechanism in which Keep BT local will be converting BT into a cooperative model if you don't know for the fairness of The updated LOI's for the fairness of the public. Can you bring the three? beaters back for a Q&A from both the public and The council again So just for clarification whether the bidders are invited back as a matter for the full council and the mayor to discuss So just the other part of the question please That is how would they convert me? How would that work converting? Actually creating a cooperative business after they bought the assets my understanding from conversations with KBTL as recently as today is that there would be a Corporate entity formed Where the cooperative members would all have a share in it the assets of BT would be purchased by that entity and Distributed to All of the all of the co-op members would have their Participatory interest I'm not sure I'm answering the question correctly, but I believe that was the question You still have the floor councillor jing if you have a follow-up or no, thank you We have councillor roof and then Shannon Still on keep and then Dean and then and then I think we should move on maybe to another bidder Okay, Shannon Dean. Thank you. I want to talk about the service contracts that are required in the KBTL Proposal it states Generally that the city and the school district are required to sign on to a ten-year contract at current prices The first question is just a yes or no question or rather up or down Are we expecting in the marketplace the costs of those services to go up or down over that ten-year period? I'll let Steve in address That that's an almost impossible question to answer because the The likelihood is that those services will change over that ten-year period if you're looking at just Fiber broadband Internet that may Continue to go down particularly at the top end of the market as it becomes more commoditized, but services are a lot more than that and they're Constantly changing amongst many of our larger customers fair enough. So and I'm wondering that Whether or not this requirement this ten-year locked-in rate has is related to the loan that main fiber is offering Particularly are these two contracts in any way securing the loan that has been offered to KBTO? We'll verify when I read it initially. I assumed it was just an alignment of terms ten-year loan ten-year Ten-year term on the services. I would have nope. I'll stop there Counselor Shannon Dean and right and I'm concerned about having enough time for the other bidders and Giving equal treatment to all so let's just keep that in mind as we move through this. Thank you Counselor Dean sorry counselor Shannon Dean right. Thank you. My question is about the financing and if the if the cash that's required by the financing has been verified and if If KBTL has a fallback position if we're not allowed to Have a carried interest in this. How will they finance the the rest of that? and also that we're fine they're financing a hundred percent of the asset and But only own eighty seven point five percent and I didn't really understand how that works for the purposes of percentage ownership and capital The capital stack where we're looking at all of the debt as capital in the KBTL proposal We have not asked KBTL Whether or not they have the ability to raise an Additional million five or the exact amount that would be required should the City either elect not to take equity or be prohibited from taking equity, but we'll follow up on that counselor Dean so Currently BT telecoms are understood to be Burlington employees is that correct and then and sharing the pension system. Yes so once The KBTL are sorry once Burlington telecom is purchased by one of these bidders. They are no longer Employees of Burlington, but there's a pension liability that's associated with their tenure with with Burlington telecom as city employees Correct. Yes Can you characterize what you know the amount of that and how would we be what would be required to discharge that that pension liability to? This is not a question from mr. Dorman For They write the way that the city's pension plan works is right now at the end of each Fiscal year our auditors put together a report that attributes portions of the city's pension liability to different enterprises of the city as of fiscal year 2016 the part of the pension that is the city's Unfunded pension liability that's attributable to Burlington telecom was about 1.1 million dollars What that will look like at the time of closing is Unclear at this point, but it seems very likely given that that that was the number at the end of fiscal year 16 that there will be a fairly substantial amount of cash that that you all should probably plan you at when I say you all I mean the Council should be planning to put into the pension system as a result of the fact that all of the BT employees will cease to be City employees and that liability will become in some way if not fixed at least Solidified in some way So just to be clear, this is not an issue that is unique to keep BT local Correct absolutely. This is something that at our request. We're going to discuss at the Board of Finance meeting on October 16th Councillor Wright Thank You President Odell So when when Burlington telecom was originally established one of the one of the reasons it was established was to provide competition for the bigger cable companies What's being said now in terms of the regard regard to the issue of affordability I think one of the that's one of the criteria and one of the important things that I hear asked to me from Subscribers abroad to telecom is that we want to make sure that this doesn't become affordable With who unaffordable with whoever takes over the company is there a I think people that are part of KBTL Or supporters of KBTL believe that they will have an advantage Inherent advantage Advantage in keeping the company keeping the terms more affordable for its subscribers is Is that true that their model will likely? End up being more affordable than the other two is there any way to Haven't answered that I don't think so what I would say is a few things first of all Both of the other buyers have proposed A no-price increase for a period of time There's nothing that requires that the city accept that The city can ask for a longer period of time. We're not obligated to Sign up to every every condition that's been put forth Maybe we want to go back and ask for the significantly longer period of time based on what I know about the perform about the entities that Have have bid they're all interested KBTL shores and Ting in being as competitive as possible offering as Lowest cost service possible. I mean they are businesses for a profit, but they're they understand that They have to be competitive in this market And so so right now it's on the table is a one company has a five-year Shores has a five-year no increase And on on internet and Ting has a 30 month no increase and that's no increase on the current prices that Some car subscribers are willing to telecom are paying Correct with the exception of Pass through a video content cost. That's the only area that BT has increased its price when the Programming content goes up We've passed that through but other than that and KBTL is Is there anything anything there? Regret the other two have proposals out there five years 30 months. Is there anything with KBTL? No Okay, so Council President Odell is going to take her cake keep BT local question now and then busher and more still have I had only one question, so I wanted to follow up on some earlier questions about Questioning with what the risks are associated with with the $12 million bid of keep BT local and these are questions for the attorneys So so the city bank settlement says it has to be an arms length transaction That seems to be the key concept there and with blue water There's a minimum price requirement that we've discussed earlier that that that you were we were advised that You haven't made a ruling that keep it the local does not meet that Correct. Thank you. Just want to clarify those two points Okay, so now we're going to go on to questions about shores So hands if you have questions about shores Okay, any More or busher? Okay. We're gonna go to busher Then more then back to others and we'll start with councilor Paul, and I'll queue up cut up from there busher more and Paul so Yeah, excuse me, so the Letter of intent goes through By shores Make answer please speak right into them. We're having sound problems tonight So I think if everyone does try to really speak into the mic. It's gonna help. Sorry. Okay, certainly Can you hear? Can you hear that? Okay, great so it has to do with one of the bullets where they say that you know they They keep their investments, but then they go on to say the experience of Of the local BT management team coupled with shores leadership team ensures that regardless of the type of acquisition Whether traditional cable fiber or other network platforms that may be considered in the future We have the operational and technical ability to effectively integrate the entity into BT What pages of that on cancer is on page two and so I'm not quite sure. I'm not sure if I really understand that it seems that in one hand on one hand, I thought they were talking about Their acquisition and integration and then on the other hand, I thought they might be talking about BT being acquired so can you just explain that to me a little bit better? I can because I've been involved in conversations about that they're They were trying to make the point that they were intending to use BT as An Opportunity for expansion Through the Burlington footprint so to speak so they as they Expanded in the region they would look to BT as the Headquarters of that expansion and and that's what they're trying to relate to here So they're they're talking about BT still being part of them But that but they would be acquiring other entities in the region and integrating them into be into Their I think they're thinking I think they're thinking that BT potentially could make An acquisition funded by shores but run by BT employees I see trying to emphasize that we want to grow this business for the local economy Can I one question right? I can question. That's right. Okay. Thank you very much counselor. I've counselor more Paul Shannon roof and Anyone over here? I'll look over here next You're on Thanks So my question is is really the same for shores and Ting and And it's reflective of a lot of what people from the community have Talked to some of us about So we have all these these different items in the agreement The counselor right was talking about the rates We heard about rates actually at at at a community meeting that we had last week Someone had looked at rates from both shores and Ting. I'm just their normal rates So, you know after the 30 months of the five years goes I'm just curious what Expectation people in Burlington could have that Some of these Pieces of this agreement that are so important to us Rates being primary What assurances we could have that that that these things continue into the future and and if For some reason Some large entity were to buy shores. What would say then happen to Some of these these negotiated items I believe whether it's the case of shores or Ting as The seller in control of this asset during this period the city has the The right to ask for anything reasonable with respect to that so for instance, there was a public comment earlier well, what happens if The acquiring business is taken over in some sort of a sale The city certainly has a right to ask for Other protections and expect some of those so if it's a longer price guarantee That's reasonable if it is protecting the BT in the event of a takeover of the buyer That's reasonable if it is limiting Future debt on the assets of BT. That's reasonable We we're not at the end of the road with The ultimate agreement so if there are points that are critical to the council and of the Residents and taxpayers of Burlington, they should be added and they should be part of the consideration Thank you Councillor Paul. Thank you so my question for sure as relates to the letter that they sent us back in June on June 5th and One of the they put under item C on the first page. They said additional deal terms We would like to engage Steven Baracloff through dormant and faucet in a two-year consulting agreement was sure as in Burlington, Telecom I can certainly understand why You have done an amazing job for in turning around Burlington Telecom for the city for its ratepayers and We're very it's we're very fortunate that you have done all that you have for us My question is Are you Are you committing to that is dormant and faucet going to have a continued Participation in any way or are you Steven going to have any continued Association with Burlington Telecom through sure should sure as be the successful bitter for BT We'll both answer it, but we we took off the table any ongoing dormant and faucet involvement host transaction other than We're Absolutely dedicated to making sure the transition goes well and and we'll spend whatever reasonable amount of transition time is required but We told all of the buyers at different points in time We can't be part of the future entity in any way because of concerns Over our involvement in the conflict Thank you. So just just for clarification. I thought we were here tonight talking about the most recent versions of the letters of intent Is that in their most recent version? It is not A councillor Shannon roof then Tracy Thank you My question is about the the build out a lot of people in my neck of the work of woods don't have Burlington Telecom and ensures Insures LOI they agreed to spending a minimum of six point two to eight point eight four Million in capital projects in accordance with the updated BT capital plan Both maintaining and expanding the current network for fiscal 2019 through 2021 is that a commitment? Just to use the the capital generated by short by BT In their cash flow to use that for capital expenditure or is it a commitment that even if the cash flow isn't there They're committed to investing that capital in Maintenance and build up the ladder council roof My question is about the equipment in memorial auditorium Both Ting and KB TL address it. I think at some point how they will approach that it's a blind spot for me With shares, can you give us any indication on what the plan is? And then a second quick follow-up. Is that eight hundred thousand dollar estimate? Where'd that come from? Is it accurate? I'll let Steven answer and river I'll cover the shores Relocation Costry and burstment, but I'll let Steven reference the 800,000 the The 800,000 is the an update of an original estimate that we did on the cost of moving BT's facilities out of Memorial Auditorium a couple of years ago it is Current it's accurate, but it requires An extended period of time to be able to deliver that move at that cost. It's not a Around 12 months, maybe 15 months, but yes, that is a current accurate cost to Relocate those facilities With respect to the shores offer They're not specific on that reimbursement. It was discussed at length and it's a it's a line item that'll require further clarification Councillor Tracy Thank you. So I'm a little bit confused with this proposal as to they make statements regarding Local control being important and talking about how you know to quote it They'll keep BT's local decision authority BT Burlington telecom is not a minor spoke of a centralized operation ensures values local leadership local presence and local staffing And then you know if we go on to look at the point 2 on page 4 where it talks about continuing to have the local employees with a local presence In that same point it talks about the fact that they have a Maryland call center And for one company and that in another company they use a that an Iowa company outsources it But that they say that in the context of the Burlington company that the that the Burlington management team would make that decision But I don't understand how a Burlington management team would be able to make a decision that would stick with the ownership company So I don't understand how a company that is a team that answers to that company Would be wouldn't have their decisions superseded by the the bigger company when it came to those decisions of keeping local So can you sort of speak to that? Interaction between the BT the Burlington management team and the local team and the decision-making authority within each body Sure, I think that It's a philosophical question and how the business is organized and run what shores is trying to say is they will push those decisions To the greatest extent possible at the local level They do have After hours call center capability that BT doesn't have so they would like To make that available to us and we would expect whether Stephen was making that Decision or someone else that any local manager would see that as an improvement because right now We don't have that after hours capability, but shores would Have the current customer service at BT Continue during its or it's the hours that operates presently and Just to add to that both team and shores would provide 24-7 coverage at the moment After a certain time ten o'clock at night six on a Sunday We go to an answering service So that's what that's referencing Okay, so it would so they would keep it during the keep the Burlington local the Burlington telecom current call center Operation in Burlington shores shores would during the day and then transfer to the Maryland at night. Is that correct? That is the intention. Yes rather than go to a An answering service, which is out to state anyway It would go to An actual person who could still provide technical help. Okay. All right. Thank you for and we believe in improvement All right. Thank you. Councilor jing. Is this the question about shores? Yes resident, yes How about rebranding will they rebrand the name of BT will it become shores and also can you talk about a little bit about the Board management, I mean it will there be a local board management of shores or BT shores First the rebranding it will stay Burlington telecom and and I would expect that's a Agreement point that would be made in writing if it became important for us So it's something that certainly could be specified in writing. They would have some Local board as it relates to BT, but not a local board as it relates to shores Thank You council. Let's move on to questions about Ting first spotted the apple for Dean Mason right busher more and myself questions about Ting Any questions for miss for the Ting bid no questions for the Ting bid Counselor Mason, thank you president Odell Terry could you flesh out a little bit about the Ting offer has a unique feature relating to the community Investment I was just hoping you could speak to that for a moment. We asked both Ting and shores to in their revised L a y's expand or flesh out the Community investment and Ting as you can see Put together a longer list and a very specific Dollar value that they're investing annually a quarter of a million dollars That's not to say that shores is is not doing the same But shores L a y was not as specific on that point And could you just sort of break down for the public who may not know what how does that quarter of million dollars? Shake out in terms of Ting's L a y Ting's L a y is a $60,000 annual investment or each year to the BT ignite initiative 50,000 to free TV advertising for local startups and community events And then there are a remainder of additional programs They don't specify an allocation Across the various programs just by way of comparison the city is making a $25,000 a year investment in BTV ignite and Dorman and Fawcett has made a $12,500 investment in BTV ignite and Stephen was Essential in getting the whole BT ignite initiative started. Thank you Is there a question about the Ting proposal from councillor Dean right busher or more seeing them councillor Dean I've asked I'm asking those four councillors. Do you have a question on Ting? I'll just continue my line of questioning that I had concerning the please speak into the mic sir deferred pension liability What potentially is there for sure is to address the the cash required to address that liability? Because this is an asset sale None of the entities kbtl ting or shores takes on the pension liability per se, but the Ting insures LOI's have adequate cash available to the city Should the city accept either cash or a combination of cash and equity to address whatever issues? Pension liability and whatever else needs to be considered as part of the transaction Councillor busher on Ting, please. Yes. Yes on Ting. You're on second round okay, um so I Want I need your interpretation on this That's not a document. I I brought so I may have to take a look at it, but I remember okay. I can read the so When I read this page councillors well, so it's in that it's in the Hay Burlington September 2017 and I Frankly don't know what the Hage it is It's it's keeping BT local a fiber business needs to be hyper local to thrive and Sales support and account management staff. They're two pages So in in the other Letters of intent there was specific statements about Keeping the existing team together But this doesn't seem as Straightforward this says we want to retain all team members who are driven and interested in the future of BT That isn't really a commitment to keeping people that are currently employed at BT here and then It talks about in addition staff will have the opportunity to support other markets while being based locally in Burlington, so Terry and Steven I'm really feeling like Staff will change and I know this will bring about change anyways, but I also feel like The attention to BT will be deluded Potentially people will be looking at BT But looking at this invest this entity that entity that entity and throughout this document It really speaks about individual success more than entity success and so I just like your take on that particular Read on these two statements and what my overarching statement was. Thank you the Ting model is to Is a more centralized management Model and There's no single right answer, but in terms of understanding the difference one One is Centralized the other is decentralized The What Ting is saying in that point I believe is that Burlington employees will one have the opportunity to be involved with Other Ting locations, even if they are here and Burlington employees to the extent they want to Move within the Ting family of companies can The Shure's Model is a more decentralized model where more will more will happen here rather than at the The headquarters, but it's important to point out that Ting has put a Huge investment emphasis on the culture of customer service and their other businesses require a Level of excellence in that that they're dedicated the proposition of making sure Burlington operates at that level They will get there a little differently than Shure's But it's it's a Stylistic and what has worked for them in the past Thank you That helps differentiate the two and and solidifies my feelings. Thank you. Thank you counselor So I'm still on people who are on the third round or whatever So I have right and I'm going to give counselor more an opportunity And then I'm going to go to the next round and I'm queued up there with Tracy and then Jang Counselor right and then I'm going to offer to counselor more. Thank you president O'Dell Affordability being the previous issue is a huge one and customer service also is huge Counselor Tracy just talked about that in regard to Shure's Could you talk a little bit more about Ting in regard to customer service because my understanding is that they intend to do Increase the customer service from what we currently have but go even further than what Shure's is offering Could you talk a little bit about that? I? Would characterize it this way, but I'd also like Steven to weigh in I think it's very important as a baseline that Ting Based on our research in their other businesses are very highly regarded in customer service and they're They're providing levels of customer service that that are Very well reviewed very favorably reviewed They they want to apply what they've learned in their other businesses to BT They're their approach in customer service. I Believe will be more centralized Steven has visited there Their headquarters and can comment on that Obviously we take pride Speaking on behalf of the city we all take pride in the level of customer service The BT provides today to its customers and we've said That must continue in and get better as a baseline Shure's has one approach to it Ting has another and there isn't a single right answer But you're confident that both of them at least maintain the current level or better Yes, what I would say, and I really want Steven to weigh in on this and I keep talking but what I would say is that that It it has to be a condition of our transaction and generally from dormant and faucets perspective If something is working Improve on it Don't change it wholesale overnight Make sure that we build on it To diff two different approaches and two different opportunities Ting is building a meaningful fiber business And is very focused on customer service as a differentiator. It's a passion of Elliot Noss's and I I have no doubt that BT would benefit from that Just customer service-centric approach, but Ting is also building a fiber and internet business what Shure's is potentially building is a regional fiber phone and cable business and I think all of us who went and visited would Came away believing that BT's customer service was in some respects Better than sure says not in every respect. We didn't know it well enough. What shores have said is they will respect BT's ability to continue to own the customer service experience and continue to make additional improvements they won't force their customer service practices on BT, but There's no doubt that they are not as passionate or driven as Tinger Councilor moron ting you don't have to take it. Okay, so now we're in Next round I have councillor Tracy and councillor Jang and roof Tracy Thank you One of the public commenters raised the issue of Ting being a publicly traded company And I'm just curious as to the degree to which You know a scenario in which you know what the I guess to rephrase the question I'm curious as to what the fiduciary responsibilities that come along with being a publicly traded company and how those fiduciary responsibilities would interface with the the Public criteria that we set forward. I'm thinking of you know for example net neutrality So they've said that they've committed to net neutrality, but let's just think of a situation as part of the criteria which we asked for but Let's think of a situation where net neutrality Goes away or is allowed to go away because of federal regulation and the company could Charge more money to make the internet go faster for certain providers and slower for others and if they don't pay so What and and they could make more money basically off of that Are they responsible to their shareholders to make to take opportunities to make more money? Even if they conflict with other responsibilities like the public criteria that we set forth here because the public criteria the most important thing to me I don't really think it's my responsibility to care about the profits of a publicly traded company So I want to understand the responsibilities that come along with that as relates to this company and the public criteria I understand the question completely. I think that The city has an opportunity to get whatever is important to the city in writing and Therefore We will move the doubt associated with Whoever's buying it To get those things that are essential to us in writing To make sure that They will not be superseded by any change whether it's shores Ting or anybody else in business philosophy or corporate philosophy So if there are things that are essential and several the public commenters raised issues I think they become part of the agreement. I mean there are some things that we can't Write into the agreement, but I think many of the the public comments could be and so I would I would argue that for instance, and one of the things that I feel strongly about is not putting debt on these assets, so There could be potentially a Prohibition on Leveraging specific assets for debt for any of the entities or putting limitations on things so There's there's an opportunity to craft into the agreement Whatever reasonable criteria are critical to this decision or maintaining that criteria So if we craft those into the in writing in the agreement then that means that that governs then that governs it So the public publicly traded piece would not supersede in that case Correct. Okay. Thank you Councillor Jang. Yep along those lines if you look at the letter Second page fourth paragraph Where he talks about we believe that DT is solid operationally leaving no reason to make drastic organizational changes due to the specific Can't local dependency of operating a successful fiber to home network We anticipate seeking to return the majority of the current DT employees So to me this is very clear that if they take it on they will definitely let some people go and It doesn't specifically say how many people would they let go but before you get to the definitive Agreement like just what you were answering to consult Tracy. Is it possible To explain to them that at least for maybe the four or three years After the purchase you should not let people any Any employee go is that possible to have those language into the definitive agreement? now or Yes, I think that what we need to stop short of though is BT as wonderful employees but There's also some element of overreaching where if if an employee is not performing in the future It's unreasonable that to have a No-cut contract so to speak but there certainly are provisions that could be added to Protect Certain items that we were concerned about I say we meaning the city and I think that We can also just ask the question there's nothing wrong with asking Ting and as we agreed following up on points Clarify that paragraph Yeah, and I mean and also based on my understanding once we reach a definitive agreement The city should not be involved in the management of BT anymore But it sounds like here they asking for the city to help them interview The BT employees to make sure who we're gonna return or who we're gonna let go No, I don't think so. Thank you. Thank you council roof Thank you We have talked a little bit about the role of the PUC with respect to other bids and I'd like to hear some perspective on How the Public Utility Commission would likely Rule on the Ting offer knowing that they'd be primarily focused on financial viability Operating capacity and I think the taxpayer protection that might be a question for for this side Are you asking if if Ting is financially viable? Is that the question? Because it could be a good place The standards for obtaining a CPG from the Public Utility Commission. They're principally gonna look at Financial expert financials viability Management expertise and technical expertise. I We've had a report from our from our the finance fellow that explains what the relative strengths are of those An easier question an easier way to ask the question Is there anything from the legal perspective that the council should be aware of that say limiting criteria in this proposal? I don't see anything to limit the ting proposal Counsel Shannon Thank you Terry you just said something. I want to make sure that I understand and also understand the limitations. I Think that you said that you can craft things into this agreement That would be buying Binding if ting were to be taken over by another company We can put things in this agreement that would be binding on the next company. Is that correct? We can ask for them I mean obviously if our shopping list becomes too long we may we may lose a particular buyer But there's what I mean is if they agree to it. It's not only binding ting It's binding any subsequent correct Thank you because I I mean I assume that if ting Were sold it would be a stock sale and therefore the new stockholders would be bound by the agreements of the old stockholders They would be stepping into the shoes of ting See no other questions. I'm gonna ask a question about ting so Kind of applies to shores as well if the city in the carried interest option with ting and We would in which we would roll over the city share of the net sales proceeds into an equity position What is the form that those returns would take would the only return be if we were to trigger the put right at A to be negotiated discount from the multiple at which they're buying BT Or would there be Annual dividends or how would that work in the case of both ting and shores or do we have enough information? We don't have adequate information, but I can tell you generally because we haven't gone through all of the structural components, but they One shareholder meaning the majority shareholder would not be able to Take money out of a company without giving the same treatment to a minority shareholder, so It's likely that both of these entities will want to continue to invest all of their Cash flow into Expanding the network that would be my expectation that that cash flow rather than paying Dividends would be better served to the community by better equipment more investment in the enterprise Rather than money coming back, but if they decided to take money back for their shareholders Whatever they're taking back the the city of Burlington would get its share. They couldn't they can't take Their share of a dollar without giving the city its share of a dollar so based on They couldn't get their 80 cents without the city getting Your 20 cents, but that's also something that would be have to be specified in the agreement Are you just saying that's the way well, that's that basically that's the way the any corporate structure would work they certainly there could be Changes in the agreement one of the things that is going to come up is if there's significant expansion that Requires capital beyond what the enterprise can generate then there is a Question about what happens to the city's interest as the city's interest get diluted if There's an expansion plan that requires X millions of dollars beyond the current cash flow and so we've talked to them about that and Details to be worked out, but that's that's a pretty critical component and and Obviously requires some Further review Great. Thank you. So I have no more questions queued up So I think that this brings to a close the question and answer portion of the evening And I think that that we had some great questions and got some good information out for the public So I'd like to thank mr. Dorman for being here. I'd like to thank mr. Bear cloth for being here And I'd like to at this time go back to the public forum I'm reopening the public forum at 9 25 p.m. And I have two people who have signed up I have Alex field and then I have Kevin warden again. Thank you very much for being here and we will Continue to be working together Alex friend is up. I think I said field my name is Alex friend and I'll keep this quick. I appreciate it I want to thank you all for holding the special session tonight. So I think it's been very informative and helpful You know I support the co-op because I think that model is the only way to protect us To keep local control is to protect current and future subscribers against a market that is dominated by huge monopolistic actors. I Have a question for city attorney and I would like to know when we can make publicly available the Mr. Friend that this is not kind of the way public forum works It would be like you're telling us what question you think we should ask. Okay. When would the thank you president Odell When will the September met one memo from outside counsel on the conflict of interest issue be a made publicly available Because I think that is highly germane to this discussion and a couple of other statements I want to thank councillor Mason for asking city attorney Blackwood About whether we have an obligation to Citibank to maximize Taxpayer value if you will and if you believe that is true Don't we have an obligation to get the most for for Burlington telecom At its estimated 2017 EBITDA Its profitability of three point five million a common current Valuation for telecoms is about ten times earnings before interest taxes, etc. So at that rate Burlington telecom could be worth as much as thirty five million dollars. So we're not going to make it a co-op Maybe you should settle for more. Thank you for your help Thank you I've got Kevin warden and then Janet Patterson. Good evening members of the council. See you Thank you for your continued effort on this. I just have a few words I'm speaking tonight as a Resident and long-term subscriber since really day one Telecom I've loved it. It's been great service has been excellent Also, I work at a business that relies daily on Burlington telecom and of course is a citizen for Burlington which It's imperative that we have a second option here and that Burlington telecom Remain viable for a very long time So this is critical It's an imperative that we get this right and I really appreciate the diligence with which you're deliberating this and researching the options I'm not here to tell you which company. I think is best for us I think you're best suited to make that decision, but rather I want to share what I think are important criteria From my perspective that you consider Service oriented is Critical It's great to be able to pick up the phone and get answers right away and even have someone troubleshoot your modem in the house Which every time they do they say I'm not supposed to do this, but let me help you out here Profitable is critical because I want a company that's going to last into the future be Sustainable and be able to make improvements that we need and be able to keep things affordable Keep the service affordable to us and not raise costs if it becomes unprofitable and of course Company that supports an open and free Internet with net neutrality So for me local is actually fairly down the list. I'm a 20-year member of the Onion River Co-op as it was called when I started and for me local food is ideal It's a great idea and it's what we want the internet is a much more complex procedure and if I can make an analog quickly Which is that a Similar health procedure one wouldn't necessarily go to the most local Professional but rely upon someone who's the most a lot most reliable most experience to get the job done so I ask that you do that and Keep the health of Burlington telecom in mind for a long time in the future. Thank you very much. Thank you very much Janet Patterson and then Isabel Shosh Shasha, I believe Thank you very much. I Have really appreciated the questions you've asked and I've gotten to know a lot more about the three presentations for our local tell I Would urge you to look at the two Companies that are want to make a profit. I Think we need to keep that in mind I'm an active member of the co-op the Onion River co-op and we made a profit and We served the people for good food and we even when we bought something we had a little check that we got Keeping that money and keeping it in Burlington is important The other thing that I really want you to consider is any company I don't care how good they are in service if they're not located in Burlington and they don't have local folk Coming to your door or answering your question. They're not as interested in Serving Burlington So I would urge you again To look at local Burlington tell and making it into a co-op where we actually could support it in some way I've made my donation to it and I know other people have and having support for the For the local service that they give is so important. So I really appreciate the work you're putting into it Thank you very much. Thank you. Isabel Shasha and then Solvei overby Hi I'm a Champlain graduate. I'm a resident of Burlington and I own a business here so I just wanted to say that I Know that I represent a lot of people in my generation who are Have a large and growing interest in grassroots politics and in investing in democratic solutions to our Challenges that we face these days And people like me consider the internet public utility and a right and furthermore as a small business owner, I know that in the changing landscape of the near future We're gonna need a strong flexible and democratic organization that has the best interests of the people of our community at heart and If we sell off our BT To a profit-driven corporation, they're inherently going to have antagonistic interests to the people of our community and You guys are asking us if you decide to sell off BT to an outside corporation that You're asking us to trust us to trust you that that you can Keep a profit-driven corporation accountable to whatever agreement is made And that's a really hard sell for a large number of people in my generation that are definitely watching so please invest in KK BT L It's it's absolutely implore you to Consider an investment in the community and an opportunity to build a strong Democratic institution that can be mobilized to do what's In the best interest of our community against corporate profit-driven interests. Thank you. Thank you So they over be hi there. I know I wasn't gonna speak but I really felt like I needed to after I heard a couple of things Counselor dang had asked a question of mr. Dorfman a dormant about what his compensation would be and the answer wasn't totally clear, but The compensation based on the contract from the city bank agreement is 10% of the amount of the The returns after the bill the other amount has been paid so 10% of 12 million is different than 10% of 28 million and 10% of 30 million So that my concern and has been concerned that there is a conflict of interest in the information that you have been getting for Several years because of this as a possible Problem if they will benefit if the price upfront that the city gets is a bigger chunk of money In fact, the they may not be as able to explain the value of patronage refunds that come from a cooperative And that's something that I think you need better advice in there Maybe able to able explain a commercial business, but patron patronages refunds that come to a cooperative The city or individuals that needs to be explained to you better because that's value that you're not seeing as part of this deal And it's totally explained in the keep BT local proposal the third thing is I do not know of a way that you can actually put a contractual language together to require a company to preserve net neutrality and not capitalize on paid prioritization for service and I know I've asked counselor Mason about Possible language in that form that would be actually enforceable and it sounds great You can say well get everybody to agree to that and all these conditions Let's just write it into the contract But as a lawyer you cannot write into a contract things that are Enforceable a lot of times you can write something that's great and then when it comes down to it It doesn't it's not enforceable And I think the net neutrality and the data protection that was asked about are not things you can write into a contract and Have it enforceable. Thank you. Thank you James Richmond I am the co-chair of the Burlington Democratic Socialists of America I just wanted to pop in and see how the progress was going for the most part I Wanted to bring a couple things up that I thought of while I was here the first of which which I believe counselor Nodell you brought up talking about Comparing the industry standards for return on investment the industry is bloated in the terms of If you can see Comcast for example, who is a massive company Their return on investment can be massive so comparing a local option to these other industry Standards is not going to balance out at least not in my perspective The other thing that I would really like to stress is that as a local organization BT is essential to everything that I do And I feel as though The way that Burlington telecom has been structured has benefited me has benefited many in the community And I would hope that it would continue to do so. I will say that looking at the way that both Shores and Ting structure their price points. It's unaffordable for me. I Make thirty two and a half thousand dollars a year and to pay ninety dollars a month for internet that actually is good such as with Ting is Absolutely ridiculous On the other hand with Shores, there's some price tiers, but it's still too expensive I mean I pay fifty dollars a month for two hundred megabits, which is perfectly adequate for me But to get that same or even close to that same speed both up and down. I would have to spend 70 bucks I Just can't get behind that and I think that the only way to really control prices like that would be to have a Democratic organization in our local community that makes sure that we hold it accountable We can't hold these companies accountable Thank you for your time. Thank you And that closes the second part of our public forum and brings us to the end of our agenda for the evening Councillor Boucher President no doubt. I would like to move to Item 3.03 which are the communications. Yes, just to move to accept them and place them on file Yes, thank you very much for that motion councillor Bush on 3.03. Is there a second? Councillor more seconds it any discussion seeing none all in favor of Accepting that communication 3.03 and placing it on file. Please say aye Any opposed Then that completes that piece of business We were at the end of our agenda Councillor Roof moves adjournment Councillor Wright seconds it any discussion Seeing none all in favor. Please say aye Any opposed and we stand adjourned at 9 40 p.m You