ere with us and Jane is is as passionate as John. They were a great team and We are lucky to have we are lucky to have had John we're lucky to still have Jane and I look forward to their continued The Jane's continued Participation in our civic life here. I actually did have the chance to talk to John about this issue because he brought it up even at that point and We I will leave it at we we had a good talk about about this. I know how he felt and I love you John Thank You cancer Shannon just really briefly 30 years ago I was part of a group and there's some people in the room that were part of the group as well that Bank of Boston was trying to buy the Bank of Vermont And we had a citizens group that opposed that acquisition Because we were concerned about the loss of local control over our banking system And John at the time was general counsel for Bank of Vermont. And so we were we were antagonists We were going at it, but after that John was always so supportive of me. He just totally he was totally respectful You know didn't matter to him, you know, that was part of the process and everyone was doing what they thought was right So I've just had a ton of respect for him and Jane as well So thank you. Thank you counselor Hartnett for allowing us a little moment to kind of get you know remind ourselves of You know what's what's important So are we Are we now ready for the resolution on the city council voting process? Councillor Roof, I think is gonna move that for us I'll move to Wave the reading and adopt the resolution There's a motion to wave the reading and adopt the resolution. Is there a second? Is there a second? Councillor Jang, thank you very much The floor is open for any discussion The the process was developed Since I'm not hearing anyone speak to it. The process was developed by a committee consisting of councillor councillors roof Mason no Dell and right and It under this process We we we start with three or three bids We thought maybe would have four but we have the three and each councillor on a first round votes for two different bidders and The two highest vote getters advance to the second round if there is a tie for the The lower slot then we have a runoff between those two until we have a decision on the top two vote getters in the first round Once we have the two then we every councillor votes for one and that that is that basically the process is laid out Councillor Shannon Thank You president no Dell I Had decided at some point tonight that I would bring forward an amendment to Go back to our original voting method, which was that we each cast one vote in the elimination round to Then move to to the final round I think that that was a fair way to vote I think we all agreed the first time around it was fair that fair way to vote this time around We appointed a committee the committee Decided that we would place two votes in the first elimination round and I Told the committee members that I spoke with at the time that I Didn't think that was a good idea. I didn't think the councillor should be compelled to vote For two when many councillors only really had one That they really wanted to move forward I think the second vote becomes a strategy and I know when I proposed changing things tonight That complaints were made that that would then change the strategy, but I think that This is this is not about strategy. It's about being true to yourself and casting votes that are true. I Have not decided if I will cast two votes in in the first round But I will I am willing to support adopting this resolution because I think we need to get to the voting how we vote is You know well I Will live with that, but I have to be true to myself when I cast my vote. Thank you This is we came into this vote with a different understanding and so Sometimes we take recesses we think we have a understanding we come back and Find out we don't have an understanding Ask if we took a five-minute recess and there's also some new information that we that we need to possibly vet So I'm very sorry, but we do need to take another every request. This will be very sure Take their seats Counselors will please take their seats The first thing we need is a motion to spend the rules to continue our work So moved Counselor Paul moved it counselor roof seconded it all in favor of suspending our rules to continue on 5.10 Which will be the and then please say aye Or any opposed to our spending our rules. Okay, so we are We're okay. We're back in business and we're on 5.09 the resolution on our voting process and I believe Counselor Shannon had spoken to this it had been moved by counselor roof and seconded by By counselor jeng. Yes, so the floor is open for discussion on the resolution on how to on our voting process Any other counselor on that resolution? Counselor Shannon, well, I'll just say I'm sorry that my announcement that I wasn't sure how I was going to vote put everything in Such disarray and caused the long delay for the public Thank You counselor. Any other counselor counselor Tracy I just want to say that I will be voting against this resolution because I'm under the The idea that there will be changes to the LOI that are presented To one of the bids so I feel that my second that I can't in good faith vote for a second choice I understand that we are not Necessarily obligated to do so so I may very well not do that Understood counsel Tracy. Thank you. I think under this process a counselor could vote for one We have been advised by a city attorney Counselor jeng I really don't know how the politics works and all of this But I don't think we need to change anything in here because this was the resolution that this council Approved to have a commission of four people to go and come back with the way that we will we need to vote to move forward and I don't know me city attorney if this is accurate I just need some type of explanation I think the issue is if somebody that that you all are doing a resolution in which you're saying you you want everyone to vote Twice but if someone feels very strongly that they cannot in their conscience and in their duty as a counselor vote for a Second choice This question doesn't really give them a chance to say no the way of a regular motion would be So their choice is not to vote and so they will abstain that and the fact that the resolution says they won't abstain I just don't see how you can make somebody Vote who doesn't want to vote. Yeah, so I think you and I we had this Conversation through email and I ask you very simple question because it sounded like I knew this was going to happen I knew this was going to happen one day sooner or later and today is a 27 There is no way we're getting out of here without making a decision and move forward and in the email It made it very clear. What would be the consequences if a counselor decide to not vote? This is something that we decided and we need to move forward and I don't know how things work Why things changing this way? I mean and you are the legal person that need to Advice us and I ask you a question that but the answer wasn't clear. I mean there should be consequences. Yeah, sorry No, I just think there is not there isn't anything you don't have any Ability to force someone to vote who is going to say I am not going to vote What I have suggested to people is that if you think you are not going to vote for two that you say that you do Essentially what counselor Tracy did which is to say I believe that it's not consistent with my duty as a counselor that I could vote for two of of these folks and and right now you haven't first of all you haven't adopted the process yet and one option would be to change the process and and I Suggested that a that somebody could amend the resolution that hasn't happened yet But if one counselor comes forward and says I'm not going to vote There I'm just glad that our conversation is on record the email that I sent you an 1128 and it was about 612 p.m And your responses are also in here So I just want all of us to please make sure that we do this right and we get out of here all of us Thank you. Thank you councillor jane. I you know I think that councillor jane has a good point and it is if people can comply Can find a way to comply they will and that's I think that all we can ask tonight The floor is open on the motion to adopt councillor shannon. I just want to say that there This should not be such a huge surprise to the council because in the past We have had commission appointments where we have two people put up and I have in fact voted No, because we are not allowed to abstain and not vote but My vote has been no in similar situations because you can't compel somebody to vote for Something that they are against and that's my intention tonight. Thank you. Thank you councillor shannon. Any other councillor? Seeing none all in favor of the motion to adopt our resolution on our count on our voting process as presented Please say aye Any opposed Can you raise your hand please so we have councillor Tracy in the in opposition and all the rest Support so passes on a vote of 11 to 1. Thank you councillor Okay, so we are now into the next item which is the selection of a Burlington telecom buyer and We have we're going to start I understand with a presentation from the ZRF insurers folks I Am going well I'm on I'm going to pass the gavel to our president pro tem Anderson I let her know so she's going to be managing the voting and this item and so I guess I should pass it off now, so I'm figuratively passing the gavel to our pro tem and I think that City of the city attorney will advise you on Where we're going now, but I think the next step is the presentation Yes, it might make sense to first indicate that there's going to be a presentation that is going to Change Make a change in the bid We have offered that same opportunity to the other two bidders both of whom To to make an adjustment to their bid both of whom decided not to make an adjustment this evening Okay, so the question for vote tonight is whether the council shall authorize in the mayor to sign a letter of intent for the purchase of Burlington telecom with KBTL ting to Kels or ZRF shares And now we'll have a presentation by ZRF shares Thanks for inviting us back Let me start by saying that Foss and I We were honored to rejoin the process and we did our partnership in a way that we thought gave the council a real Alternative and we're not sure it helped you so we're coming back with Still a partnership between us because we think there are elements That we each bring to the table, but I let me just start by saying that our partnership is switched But it's still a true partnership, but I want I want to give ZRF all the credit for kind of stepping aside So what we're proposing is basically taking elements out of sure's his last LOI and and and Melting them with the LOI that you received from us Monday of last week and the updated one today So it would be the old sure's price of thirty point eight million. It would have the It would still have the community investment the entrepreneur The job retraining All the elements of the ZRF bid it would no longer be a GP LP. It would be sure's as the owner The city would still have its right to roll over equity Just just for the city Price will go up to the third price right commitment to city of Burlington of all the community Related activities BTB tech and job retraining will stay the same Yeah, the net neutrality is the same and There are some terms which you would their lawyers will need to figure out regards to memorial and right You know our last let me put this way our last letter of intent was you know Didn't have all the details sorted out because it took us four days five days This one was more of 15 minutes So we don't have everything salt, but I think you understand You know if there are elements that overlapped in the two we would clearly honor those And if there are adjustments required, they will be made right I think the structure is that it's sure's deal With ZRF as a minority partner there is no GP LP structure There is no second sale right what's GP LG sorry general partner limited partner It's a very different structure that it's that structure is not there There is no second sale, but from our perspective As I said, we will do the right thing And if the right thing was for ZRF to step aside and Let people get to a consensus and maintain the benefits of ZRF, which is The community related initiatives startups will do all of that so I think we have As we said, we would not stand in the middle of you reaching consensus and if that's what The group wants We are supportive of it Yes, thank you pro Tim Anderson and just we can't hear you unless you speak right into the mic Thank you, and there's the room so I just have a question for the attorneys, which is It's the expectation that we'll have there'll be something on paper But in your judgment the council can act on the in the revised LOI as it has been presented to us here tonight Yes, I I've talked to the lawyers and I think they're gonna deliver it tomorrow morning as suggested tonight So the pro time is managing the floor now, right? There the internal second sale is not there it is I Want everyone which is Counseling yeah, this is a question for the attorney again When would the other LOI is due From the bidders when when when would the date and time that they would do this? I believe the latest ones were due last Monday at 9 a.m. And today we are Monday the 27th one week after and it sounds like this is a total new LOI presenting to us. I mean It's a question It is a different LOI. Yes, but it's based on the same terms that you've seen It's basically a combination of the ZRF and shers proposal They're taking the shers price and shers flipping to a majority owner and the ZRF the other ZRF Benefits and them staying as a minority owner. I mean now my real question is are the attorneys deciding? on Adopting a new LOI's or it's the council that should decide that we need to have a new LOI from an From and from from a new bid. I mean this is totally like something totally new And I don't know who should make the decision if we will accept this or no Well, I think that what you're being asked to consider tonight is whether you accept it on the terms that are verbally presented But obviously it's gonna have to be followed through with a right a written one And if you don't get that in writing on the terms that we're talking about it And knowing that the LOI's would do One week ago and one week after we are getting a presentation of a new LOI. That's not even in paper I mean, I just need to to look at our processes the way we do things There have been a number of changes in process and this is another one for sure So I have Mayor Weinberger and then Councilor Buescher Thank you President Pro Tem Anderson um Councillor Jang I Hear the frustration in your voice and I Certainly share Some of it, but let me say a couple things As I understand the motion it is To authorize the mayor to sign a letter of intent and I can certainly assure you that Uh, I will not actually sign a letter intent until there is an excellent document If if if and I think it remains an if this is the proposal that the council chooses to accept tonight I will not be signing that document without a Very uh tight and well written um LOI uh to sign off on um, so there's some discretion there that You know, you can you can ensure will happen um this This is a surprise to me and um No idea that this uh was going to transpire uh tonight in fact Had uh made some calls to Hoping to ensure there were no last-minute surprises um And I'm sure this is anyone watching at home and I understand there are Quite a lot of people watching on youtube and facebook and the free press website and who knows how else Uh That um, this is quite a spectacle going on and I know this you know, I've been seeing some of the tweets I know there's a lot of frustration was going on um, I have to say that um, I am glad that This change happened here. I'm not saying I'm going to support this but what I'm saying is What the council now has I believe before it is uh A much stronger bid than what um what we had been discussing earlier in the night that at least from my perspective um was Not something that I could consider accepting the the fact that um, the second sale Uh, the fact that there was such a dramatic discount or For for the 25 million dollar offer that was on the table um The fact that I think had we accepted the other one there would have been substantial legal risk still um open The city would have faced and I wanted to go with that That in more I think has been addressed by this change. This is not a small change. I think it's done the council and the city Uh a favor to have this different choice before us um I think you now have two very different types of Operating companies that both have long track records that you can look at and making the decision And I hope even though the hours is late Quite late that we will I think the people of Burlington deserve some discussion of the very different choices now that they have That are now on there before we adjourn tonight. So I hope that's helpful out councilor jay Great, so then I have councillor busher then roofed heart in it and tracing um, thank you, um I didn't know if you it looked like you wanted to answer something but um, so I have um, so once again another Turn and in the process here that wasn't anticipated um But one that I'm intrigued by um So but I need to know a little more and I know you've you've tried to give us a quick overview Um, so I have a couple of well three questions. First of all Um gary ovens does his role change? in this Yes, no Um, yes in the sense that there's no longer a partnership Um, so yes, that would change but no there's still things Really we we we got together because we think this is interesting what we might do together So do I see gary having a role? Yes I have to ponder that. Um decision making For the city. Can you just refresh my memory? I didn't bring your original shame on me LOI, but I didn't um, so can you just refresh my memory on the decision making ability that the city would have In this relationship Um, I didn't bring my original LOI either so Um, you're not the only one If I remember correctly, you know, we believe well, I know we believe in strong local management So that would be the key role here. We also proposed a local board Um that um very similar to what zrf had so that was there would be local There'd be local management local governance a separate local audit because you have shared ownership Okay Yeah, the city would have a board same structure. It's only is rather than Let's just call it same five people board. Yeah, city getting its seat The difference is it will be shows deciding Who will be on the board and if requested we will play the same role which they were required they were Uh Playing in orbit, right, but I think the biggest difference is what we captured of The second sale right So the last question, I mean you spoke to this and so for me the concept of partnering and being having a being a partner was Pretty relevant for me pretty important And and I appreciate the the change in in this relationship, but I'm still trying to Adjust to it The equity share as I do recall when I was doing my this is way back when we had the first four proposals before us I remember that that shores had the most opportunity for the city to have a A larger equity share up to potentially one third. Does that remain? Um, yeah, I we definitely want the city to roll over its equity and have the right to do so I think that's one of those What I was told is whether the city can do so or not is is The city doesn't know I think that's something we we'd revisit very quickly So our our intent would be the same if okay, so my question once again is does that when does that sunset? That's a really important piece for me And so I asked that before in the other relationship, but it's really important for me now to know in this new relationship If the city wasn't able to act on so if indeed the city Found itself in a situation where the state or the regular regulatory body said You can't do that Would the city have an opportunity to talk among ourselves and the residents and figure out if there was another way that we could exercise An opportunity to have some type of equity share Yeah, I think our intent would be yes. I don't know how we would do that Okay, but I think So that's an important comment for me to roll over equity. Yeah, we are obviously very comfortable having the city as a partner So Yeah The answer is yes. I just don't know how yet, but I'm writing. Yeah, okay Okay, I think it's for the city to figure out that if they have the ability to contribute Either if not through equity if they can figure it out then in principle You'll have to so I'm talking hypothetically, but I'm also wanting in this Letter of intent and ultimately if indeed you were to be the Selected entity I would like to see that written obviously So that we would know what the criteria was and what what the what the opportunity was I think that's very that's important to the community. I mean because there is So you're looking at somebody who really doesn't want to sell the entity at all There was one person that came maybe two that came tonight and spoke about you shouldn't sell vt And really I'm in that camp. I have to be honest with you. That's really where I'd like to be I wish I was Todd shores and I wish I could give it back to the city actually, you know, if I had money But I don't so I'm in the situation where I'm I'm trying to do what is best and trying to also Let the people that I represent and the citizens of burlington know that although They're going to no longer and they don't own it now I get it, but they're no longer going to have that entity that they'll still have some say in it So that's why this is so important. Yeah, no So I understand what you're saying and absolutely whatever we do would be in writing That's that's I just don't have it for you right now So, yeah I I understand what you're saying. Okay. Thank you council rift Um, I will can I have two quick questions first. I think it's the attorneys. Um, just trying to get my by head around The difference between lois that we've seen and something that is is new and by my understanding the nature of lois are they are Also non binding non contractual. They are I mean, I might be over this might not be legal, but are they essentially verbal commitments? No, that's very legal They are non binding all of the lois that have been presented are non binding and and this is non binding and also verbal which is different Um, but it's going to be followed up in writing And the idea is to get principal terms agreed to that them would turn into definitive documents Okay. All right. And the second um is for Mr. Scherz One item that was typically commonly discussed was the guarantees around Cost for service for a certain time length I'm trying to recall and I can't I'm wondering if you can the time That was in your last oi and just to be on the record for committing to that. I believe it was five years Yeah, we had the longest commitment That will that commitment will remain under this proposal Yeah, thank you I have councillor hartnett tracy rate and no doubt. Thank you um There's a couple things so I I know you got that look on your face out there. How do we get here? But you know, I honestly believe if we didn't get here that we would be six six again And we weren't going to have an outcome And I think this gives us an out a chance to to get to get here And I look at this more as an amendment to Scherz's letter of intent. I mean It's really the original letter of intent that Scherz submitted That's been seen by this council. It's been seen by the public. It's been vetted I'm not saying that we don't get to see it again and we will but this isn't something that like You know is brand brand new like, you know, that they're trying to some of the counselors are trying to say that This is a brand new letter of intent. That is that is not really true This is a this is kind of a win-win Right, it answers all the questions If we talked about bt and in their criteria that we heard tonight about local ownership and and and about you know Future sale, right? This answers all that and to be honest with you Coming out of the b-tab committee and we got a letter from david provost over the last couple days It said the city council needs to honor the work of the b-tab Well, if that was really the case Really coming out of b-tab shores was the recommended company initially All right, and if we were to handle this differently from the start and including myself We sure we made mistakes But at the end of the day if this takes us a little extra longer If it takes us till 12 o'clock at night or till the more morning to get this right and to come up with the best Partner for the city of brolington. I think we have a responsibility to do that and not everybody in this Council is going to be able to embrace this, but I would say there'd be Seven eight nine counselors that at the end of the day could say okay Maybe we ended up with the best partner wasn't my choice But maybe we ended up with the best partner And I appreciate Shores and zrf willing to do that and to be honest with you I approached them myself and asked them tonight if you want to know how we got here because I knew that we were headed 6 6 And we can't be 6 6 We can't for the sake of broington telecom For the sake of the city for the sake of the council we can no longer be 6 6 It's bigger than all of us right that we need to get out ahead of this And if they're willing to do it I think we should I think as a council we should embrace this Thanks counselor tracy So we came into this meeting thinking that we were going to be debating one loi And midstream out of the view of the public We got a completely different loi that was negotiated out there in the hall Out of public view out of anybody's knowledge or anything Anybody's ability to review it. I haven't even had a chance to look at it in any way I feel incredibly uncomfortable with this and I think it's incredibly unfair to the citizens of burlington Who have not had a chance to do who have not had a chance to look at this loi I understand that the other lo that the other bidders were given a chance to look at this but they were To to throw this on their their their plate at the last second and say hey You want to make a counter offer feels incredibly unfair to them as well? Um, and it's just a slap in the face to the public process that that's happened here I think this is completely unjust So I would ask both of you in your own words. How is this at all fair to burlington citizens? I don't think we're trying to be unfair to anyone I think we were invited if you remember We were invited back into the process And we tried to give you an alternative And unfortunately the first alternative we gave you didn't seem to help resolve the issue that the council was having so Honestly, I don't know if this one will help either But we're actually trying to be helpful and certainly not insult anyone But Okay, I certainly appreciate that and I just feel like I don't feel I can feel completely uncomfortable with this I walked in thinking that I was going to support you and give my second bid to you But I don't think I can do that because you know, I just don't I just don't think that this was the proper process to follow for this I think this is completely Wrong, and I just really don't like it. I think you should always vote your conscience um Let me add to that We did not come in today for this outcome I ZRF proposal was always different. It was always An equity proposal. It was always about the second aspect of community development This deal which was on the table We did not craft In order to do the right thing so that the council can make a decision ZRF did not stand in the middle of it Which they had the right to do I want to be in front of that But it would not have been the right thing to do for us to say That's the deal So the all I can say Fine. We're not the winner. Our structure is not the winner but if Burlington can get a better deal which I still have my views on first sale second sale, but it doesn't matter I had the same views back in july about which one is a better decision So I think What this is not a deal we created. This is the situation which was presented in front of us We had a decision to make Either we could just stay at our position and this or for ZRF to step aside Let shores be the lead Ment and we did not say that we will not do the the piece which we said we want to do which is the community piece We'll be the minority partner But I can tell you this Throughout this process. I have gained A huge respect for this partnership Maybe half an hour ago or an hour ago. We were the lead And they were in a different role I hope to god I can play the same gracious role which they played to us. So We responded to what was asked Of us in the in the best way we know how to and to give up essentially our Our structure and our deal but not take away From Burlington the benefits. I'll keep on coming back to you is We'll do it under Shores's deal nothing is changed. I'll I'll still do all What we committed to do council council right Thank you. Um I understand councilor tracy's frustration in a sense, but I want to thank both of you and gary um I very much appreciate that you're doing this in a spirit of what you think helps move this city forward I think that you sat up there and you watched and listened And you saw the result that many of us were seeing that we were going to be in the potentially to be in the same spot As we've been in for for weeks here So I don't think it was My guess is it was not easy for you to come to this decision. I think that facile I think thought that he had a better way forward And I think there was a lot of exciting elements to the proposal that was in front of us before But some of the questions that I did have when when I first heard about this was What happened to the five-year broadband? I I asked the freeze on broadband was different in this proposal There was other good things in the first proposal, but now the five-year broadband's back in The freeze on broadband prices um One of the questions I had asked in the mayor's office and I asked it a number of times is the question about valuation And I get that we were more about equity in your proposal and the carried interest But now the now there is no question about a loss of it anymore The valuation is up into an area where there will be no question about that There will be no question about the regulatory process to me. I'm excited as hell about this change I think it gives us a both of the best of both worlds in this I think we have a And there's no no knock on the first proposal. Please believe me. There's no knock on the first proposal I appreciate how hard you worked on the first proposal and and and I I absolutely love the spirit That you both including gary have come forward with this proposal and and the good intentions for the city of berlington So I am eager and I hope that we have found the sweet spot With a proposal that a majority of the council can once and for all Get behind and move us forward. So I want to thank you for that Thank you. I really want to I don't know what outcome we will have if uh, whether this Revised proposal will work or not, but one thing which I want to do in the record that I want to I'm thankful to gary Of putting us together I am whether we win or lose you know I'm really thankful for gary for For making this at least us introduction happens. Yeah I have a president no dell then I have counselors mason shannon and paul Thank you pro tem anderson. So I want to ditto everything that the counsel right said counsel hartness said Um, and I also totally respect the frustration of my colleague counselor tracy um But in my when I spoke at length probably too long a couple weeks ago Really my point there was We have with the kbtl and with the two cows ting bid We had two very extreme kind of opposite In many ways opposite proposals And we didn't get neither we were getting deadlocked between those two opposites and I was saying we need to find something in the middle And eventually that led to inviting back shores and zrf and A lot of the comments I was prepared to make on behalf of zrf's bid, which I also really liked Really do also apply here, which I for the people who you know wanted the co-op. I don't see a way of getting getting there But what I do see That carries forward some of those values Is that under this proposal bt continues as Kind of an independent burlington based burlington centric Burlington identified burning burlington embedded company. And I think that's Really really important and has lots of positive implications for us moving forward The potential ownership position is 33 and a half percent from the the september 18th shores bid There is the board there five member board We still have the same competencies of the partners At the table hbc shores and zrf very complementary kinds of competencies And so like counselor right i'm hoping that we we can get to a A strong majority vote For this for this revised loi I've spent most of my time When i'm not scrambling to get ready for lecture reading these lois over so I I personally don't feel that I can't understand What's in front of me? I feel that I have a good grasp Of the verbal presentation of what we are looking at here And I I know that the mayor will give it a fine tooth comb and will review it carefully And I think we can have confidence in that work that the mayor will do on on our behalf if we do Decide to go with this proposal revised proposal tonight. Thank you counselor mason Thank you acting president anerson um Thank you for Your efforts to try and get across the goal line. I what i'm struggling with I appreciate that those of us on the council Who have lived eaten breathe bt for significant period of time may be able to grasp this very material change The difficulty is the public um You know we've we've all done significant outreach and in particular over the last week via front porch forum meetings etc This is a complete change from what we presented To the public. I've not received You know a single constituent that said vote for shares because You didn't have a bid And that's the piece that i'm struggling with I don't know what I mean. I appreciate all of us on this Council want this to be over tonight. I I think if any of us made a motion to postpone or you know For a week or some period of time to allow public input um, I'd probably be You know pummeled But the reality is we really have not had the public input and there are differences, you know between the three offers There was started to be public Um input, you know on shares some of which I appreciate Was not received well, but there are differences between ting insurers customer service pricing etc And we really haven't a dug into that as a council or or as much as we might Um and also not allowed the public to weigh in on that and and i'm struggling with what do I do with that? It's 12 o'clock I appreciate there's a desire to move forward and i'm not asking you to do this I'm just telling you what i'm thinking through here. We are in a process where i'm gonna have to cast two votes Um, I know how I may feel about those two votes But I don't know that I've afforded my constituents and the public an opportunity to inform me in making that bid and that's troubling to me I I don't I I I appreciate I appreciate what you're saying council shannon Thank you I've just first want to say thank you to all of you for staying in this process with us Thank you to all the folks at ting. Thank you to the folks at kbtl This has obviously been an agonizing process for all of us and there's a lot of frustration And I don't want it to appear like it's with you because honestly, it's not with you I think you've been straight shooters with us and I appreciate that facile You came to the table and you told us this is about building it up and flipping it and some people don't like the terminology But you were straight and I respect that I'm not sure I use the word flip. You did. Yeah, you did You did I type like verbatim But It's okay because you can use a different term. It's still the same thing and you just told the truth. That's good I will tell you there will be a second sale But if I used it Okay, well, we don't we don't need to be doing we have like lots of things to debate and we don't need to debate that And this is not yet your opportunity to weigh in so you have not been asked a question For the record, please take this word out So um By understanding is that's not whatever we call it. That's not the plan anymore So that's I think that that's a good thing for burlington. Generally I Completely respect that you have come forth with with your best offers Um, but in you know in figuring out how did we get here today? Um, I'm wondering if over the last two weeks have you met or had conversations with any counselors about changing your bid or about coming forward with Uh, something else No, you have not. No, Dave Dave chatted with us tonight So you did not meet with counselor president odell. You did not meet with counselor right at the airport I didn't know Point of order point of order Beth, I mean, we're really talking about the bid. We're not really talking about the process. Are we I mean There has been no discussion to change the deal There has been no discussion Prior to tonight because I would not have put so much effort into the deal If I knew what the outcome just happened But you have had meetings and discussions about not to change to Alter the bid in some way. There was no point of order. They've had discussions about the sale his sale Counsel shannon She is out of control You're out of control counsel shannon and you're going down the wrong path I've never had a wait. I'm sorry can I want to acknowledge Comments that are being made So president nodel. I think you want it. I I believe I have the floor Okay, I think I'll allow her to keep going Okay All right, so facile can continue to answer the question. I've not had a discussion with anyone prior to tonight Whether how are we gonna If this deal would have worked this is of this deal would have happened the discussions were only about your old deal We have had Input from everyone A lot of people in terms of what we should do with our deal. There will pressure on us Increase evaluation do this do that. Yeah, but my only questions is if you've met with city counselors Outside of the city organized meetings So you did not meet with president nodel or or counselor right Point of order because that needs to be explained Right Point of order, please. I'd like to be recognized on point of order Counselor right No There were no more meetings any different than what you attended counselor Shannon We had a process That if we went through terry dorman we could set up a meeting And it just couldn't be an individual counselor by themselves by themselves I had questions that I wanted to continue to ask about the proposal No different than you going to the fletcher fleet free library and meeting with them as you did Yes, you certainly did and that was a sanctioned meeting I'm sorry. I have the floor right counselor. Shannon. I have the floor point of order No, I believe I'm addressing counselor right has to address the chair not myself And so the reality is I contacted terry He sanctioned the meeting We met at the airport because facile was flying out of town Otherwise we would have met with him in a downtown location But we said it was it was the easiest thing to do there We followed the process that was exactly as it was laid out We ran into counselor paul there. We asked her if she wanted to join the meeting and she did She actually brought up the question and said I'm not sure we're supposed to be doing this and I said well, we are because terry set the meeting up for us and because there's more than one of us here. It's fine And that was the process that we followed There is no question about that It is no different than the meeting that we had at the fletcher free library Or the meetings that we had here in the city hall It is a meeting where we continued to want had questions about the process And nothing was as it was exactly as facile has stated Facile didn't request the meeting we requested a meeting that facile was here As was Todd and gary to meet with counselors and to go through their proposal. Thank you We had continuing questions about that. Thank you. I believe I have I have the floor you do have the floor okay, uh I want to be clear because I'm being accused of doing something outside of what we agreed to that um, the council was invited to meet with uh, with the bidders in meetings that were arranged and shared with the full council I had no knowledge of and the meeting at um, the library was actually with terry dorman Was available to all of the counselors and we all sat in on the meetings. There were no secrets And it was known to everybody Um, that those meetings were available to all of us That was not the case with meetings at the airport and other meetings that I've heard about But I'd like to move on to the substance of this issue Um, and everybody who has had separate meetings. I know I have not had any meetings with you or any other bidder Or any conversations Those who've had can you know defend themselves um Who will operate uh, bt under your Uh current proposal You said it would not be gary No, it would not be gary unless I mean, I guess we could Have that discussion, but I haven't had that discussion with gary So we would have a strong local leader and so that's to be determined Um, so that's you know where we are right now As I said, I'd like to I'd like for gary to have a role. I don't know what that role would be But but who would be? Operating and managing bt. How would that work? You know, I'll I'll be Yeah, I'll be candid with you right now I wasn't expecting to answer that question. Yeah, I was expecting to answer the question as lp So I mean if you can't answer the question it's perfectly fair to say, you know I'll get back to you or I can't answer the question. I don't know the answer. Okay um Your My understanding was you would need board approval to go forward with this deal And I'm sure you had some inkling as to that that your board was going to approve your original loi perhaps that was run by them and perhaps The partnership with zrf had been run by them and I wondered where are we with your board approval process? So the previous loi was reviewed and approved by our company's acquisition committee and our board So that structure was already done The zrf partnership my acquisitions committee met Tuesday of last week and approved that So I'm having to schedule a new board meeting in the next couple weeks. So that would be I would update everything at that point Okay, so so it still requires that that process um Who will be the investors in My understanding is this is 60 percent shares. It's 40 No, it would be no. I'm sorry didn't mean to interrupt you. Oh go ahead if it's no then just go ahead Our company would be the owner The city of burlington would roll over or invest what they would do Zrf would have a stake in a minority sticking as well. We're figuring that out But that would be it What percentage ownership would you have would shirts have could you Well, and it would be anywhere. I mean part of it depends on what the city does so it could be It could be I think the right way to think about it. This is This will be a shores deal right with zrf as a minority partner What percent we will decide we haven't decided but it is not the it is It is shores is deal with benefits of zrf of all the community related initiatives and investments But we do not have the gplp structure We will be a minority partner in their deal And and to get back to Councilor busher's question. Yeah, I don't know It we're not it's not a general partner limited partner kind of structure But we're still figuring out how it all fits together understandable Do you So you're going to be a my minority part Zrf is going to be a minority partner. Is it just going to be you investing or will there be other Investors in that zrf partnership that Will be the minority partner We haven't figured this out, but the reality is the right way to think this about is This is shores deal Okay, this is shores deal going to have the majority shores will have a minority interest if you have other investors Will we know that you have other investors and will we know who the investors are? We're going to follow the same process which we followed earlier It's you know If zrf is you know, a big investor It will have be a same gplp structure between zrf and its investors But at this stage, I think the right way to think about it is not get into the internal dealings off Sorry, how we structure that I think the right way because the the thesis of zrf's proposal was That That there will be a second sale at some stage I I do understand that you don't know this is not that this is right This is zrf. This is shores deal And just think of this is I'm sure you have to go and and Figure out, you know, if you're going to have other investors and and it might not be the same people interested in this deal That were interested in the previous deal But my question is just if you bring in other partners you had it previously agreed to share the names of the other partners with Um Which are pretty small but not with the city and I just want to know is that the same arrangement? Will we know that you have partners? Will we know who the partners are? Who will that information be shared with? I think because we are we are public it's different than a private body and and It's important to the public to know who owns the telecom I think in this case shores owns it Shares is a minority partner, but I'll take that to mean that you do not want to share the details of who's in your partnership is No, I think shares would be the majority partner and we would have anywhere from And again, it depends on what the other parties do we could have anywhere from 60 to 95 to 100 of the ownership so Effectively shares would be the owner of BT at that point And so zrf may not be your partner in what you're offering us tonight No, there's still some things that zrf offers that we are very much interested in namely The things in the community with the entrepreneurship with the job retraining That's those are the things that we're still figuring out But if you own 60 to 100 percent at 60 percent zrf is your partner and at 100 percent I assume he is not most most of that gap and there's how much does the city of burlington have I think our partnership is Would we support? Shores to do the things which we suggested one should do The answer is yes, okay Would we be there to help? shores Do all those things including the tech innovation fund including the retraining Yes, so you're talking about that 200 and well you put it as 1.75 million dollars over seven 1.75 million dollars over seven years point of order Council jeng Yes, we were supposed to make a vote on the 27 we on the 28 and we won't be here until the 29 Can we ask can we make take turns to ask questions? Yeah, at least I will wrap up my my questions point of order You like that council? We need we need to move on I do think that it's important that we get all of our questions answered so we can go another round I'm happy to do that. So I have more questions. I don't think we can vote until all questions are answered, but I will yield to the other counselors council, pa Thanks, um You know, I I had actually prepared You know some comments that I was going to speak to given the fact that it was a zrf sure's proposal and one of the things that I was going to say was that Quite honestly, I would have preferred a sure's offer with the zrf Value add I think this is a better proposal for the city of burlington And as others have mentioned as counselors hartnett Right and president nodell have mentioned some of the benefits of that one of the others is that And one of the concerns that I always had was that I was much more attracted to a decentralized model And I think this is a decentralized model the burlington telecom that we have today Under a sure's the rf proposal will I believe feel like the burlington telecom that we all care about And I think probably the opportunities are much greater with this kind of arrangement For us to be able to benefit from the synergies with hayawatha broadband So i'm very happy with this proposal The other thing I just wanted to mention is that um, you know, I I I wouldn't have had really an opportunity With a zrf sure's proposal to really speak to the financials because You know, you really you it was hard to As a family office. It's a completely different setup But I just wanted to for the benefit of the public To just reiterate what I had said back in Mid-october, which was I did at the time have Long before there was a moratorium on individual counselors being able to speak with With the bidders I had contacted terry Jormann and had asked him if he would set up an opportunity for me to speak with todd about His audited financials and we had a a great conversation on a sunday afternoon And He also did give me the opportunity to access his His audited financials for which I was very appreciative and I think I think what we're looking at with sure's communication is a very strong and sound company One that is not interested in any sort of get rich quick Kind of scenario. It's a very patient Patient return on equity And I think it's the kind of offer that we're looking for a long-term owner Their record is not one of you know buy something and sell it in five years Buy something and sell it in 10. They are a long-term holder and And I think that I I personally think that you will be if you're selected a very good partner for burlington That being said and I I do want to make sure that we do have an opportunity to give The the two people that are here from ting the opportunity to come up and you know and and and for us to ask any questions That we want to ask of them. I do want to say in To to to ting that one of the things that maybe a lot of people don't know is that over the last couple of weeks There's a lot of things that we have asked of ting We've asked them to go and talk directly with kbtl to possibly work out something with them We've talked we've talked to them about different things that we wanted in their loy They have agreed to everything that we have asked of them And I think that we that that does bear our acknowledgement and our thanks You know they if they are selected they will be a very good partner for burlington as well So um, I agree with the mayor we have an opportunity to move forward with several good offers and uh Hope that we can wrap this up on the 28th of november. Thank you councillor jane Yep, I would like to make a request in having the summary of this new proposal before we make any vote I would like to ask maybe the council we go on a recess They can work on the summary of their proposal and bring it forward before we make any votes because we cannot just make votes on Just woods we have to have at least something in writing before we move on That's just a request. Thank you Okay, I think that's it Council's decision if you want to ask them to do A written loy So before we Grouped again. I met with Todd and fuzzle and we went through the joint loy that was proposed by them And No, is this the right one? No, not. Yeah, was this the right one? And Yeah, and and basically went through and put pencil notes on the things it would needed to have changed in that loy. So it was We pulled a few points out of the shores old loy and plunk them in pencil in that if it would help to Circulate that and look at it. We can do that or we can step through the actual Joint loy and explain what the differences are You want a copy of it? Okay Not the whole loy but at least the summary We'll call a five minute recess to make copies point of order Could we continue it's another recess honestly is pretty dangerous here Could we just continue asking questions and the and the we can just get copies of what you have shared with the council So that we can continue this process Councillor Jang were you done with your questions? I mean, I don't have any other and I don't know how people can ask questions just For asking questions. I mean we need something to look at in order to ask a question and that's what I'm Nicely asking to the council at least Councilor no doubt our president no doubt Yes, and I think it's helpful to have something in writing if we can get something, you know, fairly quickly I think that's an excellent idea And in the meantime if there are more questions we can, you know, kind of keep going through the questions I think we should need to make progress. We need to and no councillor shannon has more questions Let's get through the questions And let's I do think that we should get to the voting at some point and I think We we owe it to ourselves and to the city and to the bidders to at some point get to Voting because Questions could go on forever And we can't allow We need to get the important questions out. We need to get important information out and then we need to vote And I will ask to councillor because I don't have another hand to councillor paul's question Do we want to bring the other bidders? For back for any questions I have further questions But I know I wanted other councillors to have an opportunity Council shannon, okay Will you still be buying up other municipal telecoms? Is that still part of the plan? I think right now I think that we will be Digesting this one first. It would be the right answer I think we want to learn I think we want to learn before we make that next decision. We see a lot of opportunities clearly we committed to You know Complete the bill that in burlington except for those 120 households that are very difficult that we'll figure out how we can get to at some point There's lots of room to expand in in in neighboring communities. I think there's opportunities throughout the state of vermont so we're but We're going to walk before we run would be my answer and um You recently sold the telecom. I think in 2016 I don't remember the name of it over the Because it was made aware of this many weeks ago, but advanced cable in florida. Yeah, and can you share with us? Was that a fiber to the home business that you sold or no, and why did you sell it? It was a traditional cable business and we had been in that market There was coral springs in western florida's two communities I think we're in one about 20 years and the other about 30 to 40 years We were in a very difficult competitive position In a large media market there were I think Half a dozen video providers and probably five or six broadband providers and we found we just couldn't effectively We couldn't effectively serve our customers or compete in that market. And so we said it was better for us to leave Okay, so it was a very competitive broadband market and All of our markets and and we are in the sous city, iowa Region that's a competitive market. We're in the Outside of phoenix and toos on arizona. Those are competitive markets. So It's not the competitive nature of the competitive market It was the it was the fact that we just effectively couldn't communicate our message Okay, and now i'm going to ask you kind of the same question that i you know We had the zrf proposal on the table and the attraction of the zrf proposal was to I'm not going to irritate you It was to build it up and sell it Thank you You bet Willing to meet you halfway So That's not the plan Any Anymore right Our intention would be a long-term owner of burlington telecom So if if you're thinking that we switch seats and then The intent is still to Sell it in five to ten years that would not be so the city well the advantage to the city in that deal was that We were You know pretend if you were successful in doing that we would have had this Large yield at yield at the end and so The argument was that you know, there was a seven million seven point three million dollar differential between you and ting and But we could make that up at the sale in five to ten years We could potentially make more than the the seven million dollars So But in this comparison now you don't have that upside your price is 30.8 million Ting's price is 30 32.3 million You don't you're telling me you don't know who's going to operate this business So How are you going to be I mean are you going to make the argument that you're going to operate the business Better than ting or what's the thing that kind of puts you over in your mind? um What's the strength of your Of your bid here now. I mean you are at one point the high bidder I remember No, and you know I I can't judge how ting would operate the business You know, we would operate the business. Do I know who the local manager would be at this point? Yeah, that's that's all the things we need to figure out. We have a structure in our company um in terms of support and other things that We are right now in three markets and once we close the hiawatha broadband Um deal will be in four communities Um, you know, we've got tens of thousands of fiber customers. So We you know We have a track record and kind of know how we want to operate that. I think the big difference would be um You know, there would not be I I would not envision a sale of burlington telecom As a as a hundred percent entity in the future So, you know, we would need to sort out how you do that valuation I would expect and my our intent would be that the city's Ownership stake, whatever that is would grow I you know When we talk about alignment of interest I wanted to succeed for for everyone So, um, we'd have to figure out that valuation mechanism because it probably wouldn't be a sale Of the entity on the open market right so And I don't remember from your previous offer What the buyback arrangement was if the city has a I assume you're offering the city a 20 share and and we would have The opportunity to buy back the share and What what was the previous offer and are you sticking with that? Yeah, our previous offer was we we would be happy to have the city roll over its equity We also said if the city wanted to put in additional equity resources in We would welcome the city increasing its share up to one third of burlington telecom But then if the city is in for one third and then wants to liquidate that investment What is will shers buy out the city at some point? Yeah, and that was I think we had not And you're asking me to remember a letter of intent from well or what your intention is today Yeah, I can't remember. I think that we had said we would set up a mechanism But we hadn't done that yet. I know the answer to the question because I have the documents. Thank you The answer was basically that we would work it out We'll work with you to work it out And I also have burlington there the shers is confidential 11 year plan Which lays out very clearly their business plan. So if any counselor is interested in having this document Much of many of the questions that we are hearing now are actually have been answered by documents. We have received Up to now Okay, I just don't have it brought him yet. I can't remember. I apologize Thank you. So we don't we don't know at what rate you will buy us buy us back. Okay. Yeah, thank you I don't have questions, but I have a statement. I'd like to make When we're done with questions, can we complete the questions? with this presentation and Offer the opportunity to ask any of the other bidders questions Do we have a final copy of the written? Okay, because there there probably still be questions. I think councillor dang I don't want to speak for councillor dang, but I think that's what he was waiting for right Yes, we move on to the others though and come back to this for time Does do any councillors have questions for the other bidders? Yes for the other bidders. I would like to have both ting and kbtl Here, please Were you sleeping? So Can I ask question? I mean, I would like to start by saying thank you for trying joint venture proposal And as of right now It sounds like that's still a possibility. You still can work on a proposal and bring it right now You know if you could consider it we can give you some time to go do so I appreciate that. Thank you. Okay So my question for ting Is um, you know, you've been hearing all of this And it sounds like nothing is Done yet and we still have a possibility to make a vote before 12 p.m Today, right? So now I was wondering if you can work on Your community investment a little bit If you can, you know Work on it a little bit instead of two hundred fifty thousand dollars a year is that possible possible for you also to Make it happen a little bit make it go up a little bit And if you interest it in doing so, please do it You know In order for us to have all the LOIs to to discuss And yeah, maybe you can answer that and then my next question will go to kbtl Uh, one thing I do want to confirm is it's two hundred and fifty thousand dollars per year In perpetuity And in addition to the two hundred and fifty thousand dollars We would do the same things we do in other markets Which involve significant community support such as sponsoring local events Such as giving free service to select nonprofits Such as initiatives that would help bridge the digital divide beyond the lifeline program So I I think we will be giving additional community support That we haven't necessarily quantified but um, which is Which burlington has told us is important And that will be outside of the two hundred and fifty thousand dollars and would be on a yearly basis So there is no way to have it in writing what you just talked about and say this is the amount that we can Commit in bringing forward every single year for burlingtonians I think our our letter in 10 stands. I think uh, I think our bid Is is fair and is still the high bid. I think our Our commitment to the community is Is is higher if you take into account the fact that it It lasts forever Then what we've seen and and so I don't know that this is I don't know. This is about a bidding war anymore. I think this is about Values and and preferences and and and and who we trust to operate this business Thank you, and that's a great segue for kbtl And I think um, this is all about value the amount of support that you receive because we value community We value local control. We value sustainability And I haven't asked this question to any of you yet What are the chances for kbtl to not? Be successful if you are the successful bidder as a whole the the co-op to not be successful in terms of percentage Yeah, and I'll start with something. I think folks have heard me say which is We're not going to come up in front of the city and we don't want to put ourselves in a position Where we're going to fail And We've had a lot of pressure To just increase our bid we've had a lot of pressure to do different things And what we did in this final proposal Um Is something that's going to require a you know requires us to really you know Sharpen everything as finely as we can But still be in that position to say this is going to succeed within the community because the last thing we want to do Is take us back You know to the position where Things were either, you know, it wasn't necessarily that they took on too much debt But it that was that it was a spent too much on You know the build out and we don't want to put it back into that position so we've Focused very closely on making sure that we're not Going to be for the cooperative putting this in a position to fail So if you ask me the probability, I mean it's going to basically be a probability event that would be based on You know some dramatic business shift that would cause issue for any party And it's not going to be in us an operating issue that would come up Or a financial ability to pay our debts that come up So um, you know, whatever the probability of a you know, basically a business disruption that would be You know, and I don't mean a business I don't mean a business disruption like an equipment failure I mean the total change in the way the world Works type of business disruption the buggy whip kind of story that Would be our reason for failure And lastly the main concern for many of my constituents and also Many of the city councilors Were the amount of debt Now it was 12 million and now 18 millions Do How how did you come up with that? How why did you want to add more debt into your bid? Instead of just sticking to the 12 12 million that you came from the company councilor dean I have a very specific question that I think this is for ting On page 11 of your slide deck addressing investments in the local economy You Highlight a 50 million capital expansion investment plan for the next 10 years Which I think obviously shows your commitment to building out the The network the fiber network in this city and into the communities beyond But then a few pages later use you mentioned in in your investment commitment a 57 million dollar investment over 10 years And so i'm just trying to understand the seven million dollar difference between those two investments that you quote Yeah, the number is 57. I think we we used sort of over 50 as just a general round number placeholder So the real number is 57 million dollars. Yes. Thank you president. No doubt Just continuing that I had a similar question on the the team proposal And then I also have a question for kbtl the Discussion about completion of burlington you're very Unequivocal that where we will finish new north then we will build up burlington and then You say that you review plans for neighboring areas including winooski esics willister in south burlington build there if warranted So that's we're going to explore it and if it makes sense, we'll do it Okay, just want to clarify that so on on the keep it keep it tells there was a revision to the bid So my understanding is that the upper price in effect is now 16.5 and not 18 million dollars. Is that correct? Dave I think you need to yeah The 18 million dollar bid Assumes that the city takes a carried interest of 1.5 million So if the city is going to preserve its full option To take all cash The offer does have to come down to 16.5. Okay, but at an 18 million dollar bid the city's Available cash or available carried interest is larger than that or 12 million dollar bid which may give the city more flexibility Okay, and then when you compare your I didn't have a chance to study the new projections in detail But I knew the 12 million dollar number is pretty well So when you change to the 18 million, let's assume the city with all the assumptions to get to 18 million How does it affect your? You know cash flow and The numbers still work with the Well, you have to keep in mind there were several important changes at the 12 million dollar bid there's member buy-in $500 per account With half of that waived for burlington subscribers With a minimum pay-in of five dollars a month And and that brings in close to four hundred thousand dollars a year for the first four years So So there's other elements that improve the cash flow as well as the impact of Do you want me to detail all of the changes? No, no, no just the summary just the kind of big picture the short answer is that the Debt coverage ratio Has a has a bit of a larger hole in the 18 million dollar bid at Five years when the payment to main fiber steps up right On the other hand, there's substantial amounts of Available cash in the years prior So if if the cash flow is managed The the average debt flow debt average is fine. So it does work. Okay. Thank you Yep, maybe last question. Um, so I asked earlier a question to She was ZRF Um about If you contacted them In bringing a joint proposal together And I was You were just wondering and they said they could not answer that question right and It was all it's all good We did talk to them and the reason I know the reason they didn't Answer the question is they didn't know if we were in the room and they were uncomfortable to answer without Us being in the room. So yes, we did and I think it was Again, it was just, you know, something that wasn't gonna Um, you know necessarily connect with the approaches that we take in particularly toward ownership of of the asset. So Um, yeah, we were introduced and we were able to speak with them a bit, but it didn't really Uh, you know have didn't go very far Councillor Shannon, um There's actually a Question posted on twitter that I wanted to ask of shers, but I don't know if they're still in the room Or if they just want to Negotiate On the what? Okay, when they come back I have a question for them Sorry, I'm sorry. I don't have questions. I've seen so much of you guys. I don't really have any more questions for you So by the way, if any The shoes are uh, brooks. I don't think you actually knew that they were bricks. Although they are red. Okay There are no other questions on should I propose a five-minute resource or alan thinks I asked about shoes rather than shers because it is so late My ears aren't that bad Why don't we take a five-minute recess then while we wait for the papers? To be copied and completed We don't have any more questions for them Shers is not in the room um I just didn't want to drag this on any any longer than we need to so So so somebody just tweeted and asked me to ask this question and sent me a link And you know, honestly, we haven't had a lot of time to do any kind of due diligence On your offer. So I apologize for just kind of springing this on you on the floor But what was what was sent to me was uh from mother jones The title of it is media meet the media companies lobbying against transparency And there is a list of companies included in this And you and and this goes back to 2012 Lobbying Against net neutrality in in 2012 along with there's there's a number of Other organizations on there Including gannett Cox media group Hearst television and and you're on the list So I just wanted you to have the opportunity to address that and I know you do hire lobbyists and and Do you hire have you hired lobbyists on the net neutrality issue or What was your position in 2012 has it changed? Yeah We've hired a lobbyist once it was not for net neutrality it was for something completely different It was for a a transaction Related kind of thing And I don't know what that one was about. So I you you're catching me cold Um, I don't think we've ever lobbied on that neutrality as far as I'm aware of Um, at least let me say I know I haven't um, I also know that The commitment we made to you um That we made And that the two of us made In the letter of intent we did together as well as the one that we made our company made In september we would absolutely honor that that's that's the way we do business So I I don't know. I don't know that one That specific article. I'm sorry If if you make a deal with btv that you are supportive of net neutrality I don't really understand the structure of your company to know if Um, you might have you have a subsidiary Antietam I think They could lobby for uh against net neutrality even though Even though in burlington we support net neutrality They might decide that they do not support net neutrality. Is that correct? Yeah, well, let me we we own eight newspapers I don't think we've ever had a year where they've all endorsed the same candidate We're fine with that. Okay. Thank you Anyone else the attorneys have gone downstairs to update just so everyone knows what's going on They're updating a document that they will take a few minutes on and come back with so If there are no other questions We go back for Was that a hand? I'm sorry. No, let's recess then for a way to recess. Yeah Can we get some water? Is there water back there? No, I just want to We need to get you some cups too I'm your class tomorrow Oh, I have to be at work by eight And I'm getting tired. Hey chip. What time do you have to be at work tomorrow? Me too In the morning don't go to bed Because you'll feel worse Are you going on tomorrow? Where are you? What? So So Okay, great. Thank you I don't think so It's uh, I think it's going to come to an end shortly here But shares provide a path through the city I don't think so We can't we can't afford to that's the problem The problem is that once you know once you if it continues to grow like we all hope it does We hope it's lucrative and successful It becomes cost prohibitive You should take some and it was what I'm going to do is go build this check-up again Yeah, I can But could we have a more meaningful partner? I don't think so I think crf. I like that model better But I think crf We could have You know The city is looking for the same thing we are in terms of we don't mind taking a Share as long as we have a path Ownership that doesn't mean buying them out at some high price Right, but I don't I I think that you know You know unless I'm really wrong I don't feel like the city can afford to buy it back But afford to buy it back now Because it is just starting to do But No, I think I'm hoping I want to be able to buy it back, but yet I want it to be successful So I'm hoping that actually it will take off and our share will be Good for us financially and hopefully it will be a meaningful enough Share that we will be able to realize What we want out of it. We will have some real say in them That's really my goal Well, that's another possible Again, looking at it from the co-op We could say, okay, you can you can build the extension. Let us have brilliant. Yes, but if you Yeah In a way that you could buy out We might get there, but even in the agreement. Yeah, but even in the agreement that they put forward with crs They talked about they talked about a number of options and one of them was that they could expand It was a different model. I wasn't quite sure Or Somewhere it says that the curies potentially That they would Themselves would own the fiber, but we would So I wasn't quite sure what that meant whether they would be Investing in the build out. So that would say this is the crm proposal I wasn't quite sure if that meant that they would Be you know putting up the money for that expensive infrastructure because To put fiber to the home is expensive. Yeah So I wasn't Yeah, okay. Okay. Here it is. Wait a minute. Sorry. I set it wrong. Wait a minute partner with other municipalities where vt becomes operator of the network and co-ops municipalities The physical fiber So the municipalities would own their physical fiber But vt would be the operator So that that could work for the co-op as well. It was the co-op Yes, I know The city allowed the co-op to buy them out See that's where that's where I was trying to understand and I still don't understand If they would have If they would allow you to be a minority share Well, you need to think fast that should not you but I think that's really a question And I don't know that I I said, yes, but it was a really like a Any kind of I Good morning Would you like to meet at the garden atrium for coffee if the room could Be quiet So the documents have been handed out. I think we'll ask If Ralphino work will maybe walk through it briefly and then address any questions Okay, so the document that you have in front of you is the summary of proposals that we've been using To review the various lois this last one is the last presentation that was put Fourth by zrf kbtl and tings And then I've taken the third column Which was the zrf column and converted it over to add in the new proposal so it's sort of a blended Approach of showing the changes from the zrf proposal to the new shores proposal So the first provision is on management ownership on that Shurs is going to be the majority Owner and zrf will be a minority owner or partner or however that ends up getting characterized But the concept there is the majority minority position No change with respect to the retention of staff on the Offer a source of funding. It's cash at 30.8 million It assumes that the 2.5 million that's been planned and capital expenditures will continue to be made And additionally there is possibly an additional price increase Based on the ebitda performance for fiscal year 2018 those those that was in the shores offer before and but it doesn't have firm Numbers around it yet. It's a cash deal that hasn't changed from Before on the commitment to move memorial There they will move memorial facilities with 18 months of notice and the payment of that is still To be negotiated with with the lease terms is what we're talking about The potential city equity is I think on the purchase price proceeds, it's it's 20 percent There's been this talk about additional amounts But that's going to be subject to whether the city can do that. I think so that's The same on fiber build out the they're actually much more expansive provisions on the capital commitment But the plan is to reinvest the profit into growth and then to make additional capital commitments that were set forth and that you know more expanded LOI from before I think it had like the 6.5 million and Am I saying that right? And then the the community commitment these provisions are all the provisions from the zrf proposal and they stayed the same Pricing commitment was to make no price increases on broadband for 60 months Which is an increase from the 36 and content costs increases only on video past on it cost The customer service Was you know an expansion of the of the Current customer service They have included the anti monopoly provision and concept this the specific language around that still needs to be determined The there's a commitment to net neutrality and On the put right if the city decides to take it's an equity interest and they want to sell their interest back They've included that but still some of the terms around what that put right is going to look like or need to be determined That was consistent with the old shores loi as well The the commitment to smart city initiatives is the same With respect to the church street location they Would like a long-term lease with either a right of first refusal or an option to buy And we haven't we still have to negotiate the terms on rent And they offered a right of first refusal to the city on the future resale But that also needs to still be negotiated Which is again consistent with the prior loi and the board You know, there's some flexibility on this as well, but the idea would be that probably uh Nisar and Todd and Maybe even Gary would be on the local board and the city would have a board seat as well If it rolls its equity in it assumes zero working capital and I think that's pretty much the The run-through yes So we'll open it to questions. Um I councillor busher Thank you. Um, thank you. This was very helpful. Um, I just have um, a couple of questions Since tonight is the night to think outside the box I'm gonna exercise that But the first thing has to do with The opportunity, um You referenced it. Um, where is it? City may elect to retain sorry city may elect to retain ownership interest up to Whatever but approximately 20 percent and What am I confusing the 33 and a third with this 20 percent? What am I what am I the 20 percent reflects the um, if if we were to roll over all of the sale proceeds I think the 30 percent that you're thinking about Was A provision that was in the other it was in the previous loi But it was saying if the city had additional funds to roll in Right, but is that going to be retained in this Because that was in the original loi from shores. That's important to me. I reference it I don't think shores has any problem with it. I didn't put it in there because I don't I don't know how we could structure that under our charter Okay, okay The answer is yes, okay um And so the other question is I don't know if I have the I have the right to ask it, but I'm not sure if it's legally okay. Where's Eileen? She probably went home just exhausted. But anyways um 200 church street, which you know long term lease or right of first refusal refusal or option to buy Could we just get more equity in in the company? Just saying that mr. Mayor So I'm just trying to figure out ways to increase our Portion of this And I just wanted to know I didn't know whether that was something that really could be discussed It's a real estate transaction and that has to come before the council. I'm well aware of that, but Anyways, that's another food for thought as As we move forward. Thank you Councillor mason Thank you. Um, thank you for this chart ruffian. It's helpful, but I think it also highlights some of the Difficulties we're going to have to face in making a decision. I see at least Three material items that are not finalized The you know the the move I know it's been projected. That's a million dollar plus. Who's going to pay for that was something to be determined The right of repurchase Again, something to be negotiated in good faith Contrasted with the ting offer where we've got a specific purchase price and a specific timing requirement And finally, you know on the right of first refusal We have specific language from at least one bidder, but we have a to be negotiated From a leverage perspective if they are moved forward as the winner, what leverage do we have to extract? Terms that would be more favorable to the city Well, I think your leverage has been extraordinary through this transaction So I I'm saying now though. I mean if we go from three to two to one tonight You know with these three material terms open Well, we have to get those terms finalized quickly I think it's there was some there's some exposure on this on in all of the lois Frankly, we hadn't really nailed all of this down in any of them. So I think there was exposure in all of them. So I I appreciate what you're saying. There might be a few more points here that would be But frankly, this was true in all of the lois. Thank you council hearten it I just want to make sure i'm correct here, but letter of intent is really As we talked about earlier, you know non-binding and that we're going to have probably another 30 days to Get some of these questions answered right before we sign a sign a final letter Is it no actually? I think that you're going to have to sign a letter Soon very soon. We're going to have to sign final purchase documents by december 31st Okay, but we have some time to get these questions answered Necessarily don't have to be answered tonight. First you have to pick a bidder and then we'll yeah, right? Well, that's is what we're trying to do but my point is is that Sooner we vote We'll soon be able to do this, right? So, you know, let's vote mayor Weinberg Thank you Pro tem Anderson I I really do want to thank you. This has been extraordinarily difficult Meeting to step into and be asked to do this and and thank you for Keeping this move in and bringing us I think imminently to to a resolution here Obviously this has been By orders of magnitude the most challenging vote that that I've ever seen I've been involved in over the last five and a half years. I know that many brawlingtonians are going to wake up tomorrow and have No matter what happens of these three votes and you know, it's not entirely clear to me what's going to happen Of the three bidders. I think there's going to be questions I just want to say that as painful as this has been and as circuitous as it has been I know everyone sitting here at this table has worked extremely hard on This issue and has had the interest Burlington in mind and trying to bring this to as good a resolution as possible and as Ralphine just suggested It's painful. This process has been the bids have gotten substantially better over the last couple months and We are I hope in position to close us out in a in a successful way at long last That wasn't confident of that going into the night and I do want to thank again Todd Scherrs and facile nissar for for I think Staying flexible and finding a way to help us get to the end. I do want to Say again two things to the kbtl um Board and volunteers If if the kbtl is not chosen in the votes a minute. I I I hope you see the stamp on these final Both of these final other bids and how much you have improved them I also of the you know, I have a few regrets of how this thing how this has transpired in the last couple months one of my regrets is that We were not able to quite get over the Finish line and find a way for the co-op to have a 20 percent ownership With the ting bin. I think that would have been Combined with the city that was almost within our grasp there that we would have had 40 percent local ownership and maybe as you know for mayor Kovell suggested more weight than the 40 percent suggested in the future of the company and I want you to know that I wish that had had had come to had come to pass I think it would it would be maybe better than what we're going to end up with Final thing I would like to say is I do want to say thank you to to ting for their extraordinary work over throughout this process Noss did right to me years ago sent a mayor to lay letter to the mayor's office That I didn't really notice for for years, but it is remarkable how long king has been Following what is happening here and been interested and and and wanted to be a partner to burlington While I if if The sure's bid is chosen tonight. I Fully expect that I will be able to work with The sure's company and get this done. I do want to be clear before the council make its final vote that I do continue to believe that That that ting is would be a great choice for burlington as abby ty cocky tweeted earlier today ting has been through the hashtag btv cc america and ninja warrior gauntlet and they're still here waiting to scale that warp wall They have been very committed Throughout I I believe They are The choice of a large segment of the public. I think many burlingtonians are going to be very disappointed If they wake up tomorrow and find that ting is not the choice And I think that's because ting has an extraordinary record of affordability A extraordinary record of customer service And I think they have Shown for 24 years that they believe in burlington values like net neutrality like an open internet like good privacy policies like Lifeline programs and and make ensuring that the digital divide is closed I've been unable to convince you that as everyone knows Four weeks now, so I will close not with my words But I do want to just make sure that the council is aware of a letter that came in right here at the end came in last Wednesday just before thanksgiving was written by christopher michael The highly respected director of community broadband networks from the institute for local self-reliance His letter stated in part. I won't read the whole letter, but there's some important words We are an organization that shares localism as a strong value and has more than a decade of experience working on broadband policy to best benefit communities We have a long history with ting though no financial relationship Not only have we extensively documented ting's partnership with westminster maryland to build a citywide fiber network But many of us have been customers of ting's parent two cows in various ways Ting's has long been a force for good in protecting and expanding an open internet Both in sponsoring important events and via its CEO who has Served in organizations that can be thankless and irritating But nonetheless make the internet what it is today in its partnership with westminster Ting put more on the line to make that partnership work than we have seen in any other partnership Um, I believe with what is still before you for at least a few more moments here. You have Uh, an loi that could be a new model of municipal partnership Municipal private partnership the combination of a partnership with a company with a long progressive track record An agreement that codifies a long list of local values And I hope the people understand there were comments in public forum earlier tonight We've been caring about the privacy policy. We've been caring about Other policies that we're still hearing the public care. It's in that agreement This is an agreement that codifies a long list of local values and goals And a city minority interest that gives us a seat at the table With an ability to demand enforcement of our agreement will be something that other communities greatly envy Um, I still think that would be a great choice a great outcome from tonight. Thank you I Thank you. Uh, I just really uh, I'm gonna take a little issue here with the mayor I think people are going to wake up tomorrow in brookton and we disappointed that an ingot sold to kvtl And and so aren't we in a sense all right that Because of actions not by this administration or by this council that we were put in this position That I believe everybody around this table in this room would love to have this concept of kvtl Right, but we don't own kvtl And unfortunately we're not in that situation right And to say that people in brookton will be disappointed that it's not sold to tang Is not true Where they're really going to be disappointed is that we unfortunately because of the mistakes that we made in the past And where we had to get to because with this city was on a financial meltdown a crisis That we couldn't even buy fire trucks for christ sakes or police cruisers That we had to we had to be in this position tonight not to be able to keep this our own And that's the sad thing Not that we're not going to sell it to tang But that we couldn't eventually be and still be the owner of this company And that is that no fault to anybody in this room So hopefully tonight, I think we have partnered with somebody that Is going to be a true partner And if you look at the criteria of the brookton b-tab and you look at the work they did And their recommendation coming out of brookton b-tab that shores was the right partner all along And they got screwed because of politics So to say that tang would be the only one to make people in brookton happy is not true counselor tracy As throughout this process i've been in a huge kvtl supporter and i continue to be a kvtl supporter I'll be casting one vote for kvtl I think that the values that they brought to the table the tenacity that they brought to the table the organizing and the continuous public support That they demonstrated time and time again, whether it was coming out to city council meetings coming to forums that we organized in the old north end whether it was rallies whether it was questions that counselors answered are asked It was really truly unbelievable to see the community coming together and organizing and showing true vision And I think that that's what i'm going to be really heartbroken about tonight If we don't end up going with with kvtl is it's a real loss for the city of burlington It's a real loss for the city of For the people of burlington and something that i think that we will will very much regret in the future should we not go with kvtl I also think it's incredibly unfortunate that we've decided to abandon all process seemingly at the at the At the 11th hour. Well, maybe it was the 12th hour. I don't don't know I lost track of time long ago, but The the fact of the matter is is that we've lost any semblance of real process and it it strikes me as completely unfair that we put Ting and kbtl through their paces in over six months of vetting And then we have another loi emerge before us in the hall out there Negotiated away from public eyes coming before us at the in the middle of the night And we just it's 1 a.m. And we just get the deal in writing And now we're expected to now we're going to be voting on on this deal And this could be very well the telecom that we have to live with for generations to come when we don't really Have any of the vetting that we did with any of the other other bidders in place, which is just incredibly unfortunate And I think it's a real mistake To do so I think it's incredibly unfair and I think that burlington residents are going to wake up tomorrow morning and be furious Absolutely furious that they were not given a chance to weigh in on this particular option. It's going to be messy It's going to be really ugly because people were this is a participatory town This is an issue that has drawn on that participation And we really have left the public out of any meaningful Ability to comment on this this offer that they're going to be asked to live with For generations to come so I think it's incredibly unfortunate. I think it's an absolutely a mistake And I think we'll regret it as a city if we move forward this way council shannon Thank you um I just want to be clear about For those that are considering Considering a vote for sure as and I'll say it's hard to talk at this late hour But there's a few things that I want to point out If we're not going to vote for local ownership with kbtl, which I know for myself I am not and I have said that to all of the board members. I think Um over a long course of time I wish I could support the offer but but I can't and so if we're now choosing between the two non local offers and let's be clear These are both non local offers Let's look at what the comparison between those non local offers are We do not know who will be operating bt under Um Scherz management. That's what we were told tonight that decision has not been made Um when it was under zrf We had been told that it was going to be operated Um, I think the bt staff was told this morning was going to be operated by gary evans and steven baraclough Later, we were told that they would that steven would not be part of it. So i'm not sure we knew there either Um, but we do know who the operators are under ting The board approval is still required and this deal would fall through the board I don't believe knows about the deal that was crafted here on the floor tonight And should that approval not come this deal will fall through Um, we do not Know who the investors from zrf are Um, they will be A minority partner And they have shared with us tonight that they Do not intend to disclose who those investors are. Does it matter who owns our telecom? I think it does matter to the citizens of burlington I think that um If you know, we we could find out anybody Owns a significant share in burlington telecom. It could be donald trump Owns a share in burlington telecom We don't know who those people are and I think that that is a problem for the citizens of burlington We are supposed to be transparent as government um, and I understand, uh, you know Private companies don't work that way public companies do and ting is a public company. So we know a lot about them There's nothing redacted. It's it's transparent um We don't know, uh President nodel had made a huge issue of our buyback rate and said that Burlington was not getting a good enough deal from ting the deal that we have with ting is that ting is going to Uh buy burlington at a certain multiplier of ibida and the agreement was that if We wanted to liquidate our share That they would buy us back at the same multiplier of ibida, but that was not good enough In this case, we have no idea What the buyback rate is going to be And that was critically important in considering the ting offer but now I think we lose our leverage out of our vote tonight And while the date is december 31st that we're supposed to uh, Approve the final documents. It's december 18th. That's our last Meeting of this year and getting into the christmas holiday is hardly a transparent time to be approving documents um Currently 50 of bt employees get retirement benefits I don't know what shers plans to offer to the bt employees. I know that Uh ting had said that 100 percent of the bt employees will Get retirement benefits So that remains an unknown unless somebody wants to correct that point because I Certainly, I might have missed something at this at this time There's no right of first refusal in this offer in the communications that I have received certainly on the council floor The predominance of input from the public has been support for kbtl In my own inbox. Um, I've had very mixed Support for kbtl and ting there has been a lot of support that has been expressed to me in the community And you know, it's not televised, but there is a lot of support in the community for ting on twitter I think the predominant support has really been for ting from the kind of tech community Um, there were I think on facebook. I had two People respond that their second choice and it was a long second Was zrf and when I asked why the only thing I heard was the right of first refusal That is not part of a shers offer. There's no right of first refusal in a in a shers offer So we have lost that so for the community The community has not Asked for anything in this offer. There's nothing in this offer that that ting isn't providing Ting is providing $250,000 annually Um for community Uh community investments like btv ignite like smart cities like bridging the digital divide Uh We have a seven-year commitment in the shers offer I think there's a lot of value when that when that gets cut cut off We're going to feel that when you take that $250,000 annually out of the community We are going to feel that as a community There's a number of questions that are being raised on twitter about shers's position on net neutrality um, they are not Convinced of the answer. They're not well I don't want to say they're not committed to the answer because I think todd was very fair in saying that he's agreed To net neutrality for burlington telecom, but the other organizations of shers are not committed to net neutrality The parent company is not committed to net neutrality So to the extent that burlington telecom, i'm sorry that i can't support you because i don't think you met the bar of a viable offer But ting is a great alternative and one of the experts in local telecom the community expert in local telecom Says well, if you can't go local Ting is an awesome choice In in uh, their their letter to burlington, which the the mayor referenced so I uh I don't understand how the council how how any counselor can cast a vote For a company that has virtually no community support Nobody in the community is saying that they want shers. It's not true.  I have the floor. It's unbelievable Councilor, i have gotten no support. I have nobody to tell me make the stuff up Councilor heart not that look at the stuff that you made up. Councilor heart net. I'm sorry, but that's unfair, right? I mean she sits here. How about we rebut this heart net? She has the floor Perhaps counselor heart net has had lots of people telling him that they want how about that That's for him to say For myself, I have no input from the public in support of the offer that is now on the table It's unknown to the public because they have been sleeping for all of the time that it's been negotiated here And I will not be casting a vote That is I mean I I hate to use the word transparency and I never do But I never have seen a less transparent process than bringing in a completely new offer At the 11th hour when everybody's asleep Yeah And I will not I I I think shers could be a good operator And I think that they could be good for burlington But I cannot tonight In good and they're good people and I like them and boring, but I hope That we won't I hope that we won't cast a vote For an unknown I think the attorneys just wanted to make a clarification and then Yeah, I just wanted to clarify the point on the right of first refusal I I think they have offered a right of first refusal. We just don't have complete clarity on the terms I I realized that's not a full answer, but it It's not that there's a lack of willingness to offer a right of first refusal, but it's just not defined yet Where is that like how would I know that? On page thank you for the correction Okay, I just I appreciate it No, call the question We'll vote then I'm indulge me. I'm just going to remind you don't we have to vote on calling the question Oh, that's point of order. So I think uh There's a motion to end debate and move to the vote which I think does it require a second? No, I don't think it does But it does need to be voted on that's why I stopped. I'm sorry Okay, so we will then we'll We need to vote on it We'll vote on the calling the question I'm sorry So just for clarification a yes vote means we want to end debate and move to voting. Okay. All those in favor Point of order. Can I ask a question? I'd not not during the vote. Sorry I'm sorry. Can we just have all the can we call the question again? Yes. Yes. I'm calling the question again All those in favor, please Opposed Okay, so then we will we will move to vote Now I'm just I'm just indulge me for just a moment. I'll remind everyone what we're going to do make sure I have it straight Um, the question is Um, whether the council should authorize the mayor to sign a letter of intent for the purchase of burlington telecom with kbtl Ting two cows or zeor f shares We'll go through two rounds of voting in the first round. We will try to move from three to two bitters Each council will be asked to vote for their two for two choices And so if we as we do the roll call you will say Will you'll respond with one vote for your first choice and one vote for your second choice? That would be great. Hopefully we will have two Two winners from there. We will move to the second rounds and vote again for one each Okay So we will actually call the roll councilor hartnett Shores and kbtl city council president nodel Shores and kbtl councilor dean One vote for ting and I respectfully declined to vote for another candidate to councilor shannon Ting and no councilor bushar kbtl on shores councilor tracy kbtl councilor moor kbtl and shores councilor right Shores and kbtl councilor mason Ting and shers councilor paul Ting and shers councilor jing kbtl and no councilor roof Ting and shers So I have eight for kbtl five for ting and Eight for shores slash no, no That's not correct You said Okay So this is right. Yes I agree with that. Okay Seven for kbtl kbtl five for ting and eight for shores Okay So the two highest were shers and kbtl. So we will Okay, we will move forward to the second round And we will again call roll and ask each councilor to vote for one of the two shers or kbtl You would call a roll, please councilor hartnett shores city council president nodel shores Councilor dean I won't cast a vote Councilor shannon. No councilor bushor councilor tracy kbtl councilor moor shores councilor right shores councilor mason Councilor paul shores Councilor jing councilor roof Councilor siref two for kbtl and eight for shores Okay So the final vote is for shers as the party to move forward and I will pass the gavel back Thank you And I'll entertain the motion to adjourn move to adjourn Bright and roof seconds it All in favor Aye We stand adjourned at 145am