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9.a application for cable communications franchise from citizens Telecommunications of Minnesota, LLCCommunications 14450 Burnhaven Drive, Burnsville, MN 55306 Jack Phillips Director- Gov't and External Affairs Frontier Communications (v) 952-435-1373 (f) 952-435-2111 iack.phillips@ftr.com DELIVERED VIA OVERNIGHT MAIL AND E-MAIL October 27, 2016 Neil Soltis. City Administrator, Deputy Clerk City of Scandia Scandia Community & Senior Center 14727 209th St. N. Scandia, MN 55073 Re: Application of Citizens Telecommunications Company of Minnesota LLC for Cable Communications Services Franchise in City of Scandia, Minnesota Dear Mr. Soltis: In response to the City of Scandia's Notice of Intent to Consider Issuance of Franchise, please find one original and two copies of Citizens Telecommunications Company of Minnesota, LLC's notarized application for a cable communications franchise in the City of Scandia, Minnesota ("City"). Frontier reserves the right to make and redact any information it determines to be Trade Secret information. Also enclosed is a check in the amount of $5,000 payable to the City in full payment of its application fee. This application fee constitutes the City's "entire reasonable and necessary costs of processing a cable communications franchise" as contemplated in Minn. Stat. § 238.081 Subd.(8). Very t - ours, Jack ' ips CITY OF SCANDIA APPLICATION OF CITIZENS TELECOMMUNICATIONS COMPANY OF MINNESOTA, LLC FOR A COMPETITIVE CABLE FRANCHISE Citizens Telecommunications Company of Minnesota LLC ("Frontier") respectfully files this application for a competitive cable communications franchise with the City of Scandia, Minnesota ("City") pursuant to the City's published Notice of Intent to Consider Issuance of Franchise this 26`h day of October, 2016. Background: Overview of Frontier Frontier's motto is "We can help?" Frontier goes the extra mile for our customers and is extremely proud to serve our communities. Local engagement is more than a strategy to Frontier. It is in our DNA. Broadband and communications are central parts of daily life and are requirements for our communities to thrive and grow. Frontier takes seriously our responsibility to reliably deliver these services to the millions of customers we serve. Frontier's parent company is Frontier Communications Corporation, Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. Frontier serves predominantly a mix of urban, suburban, and rural areas in 29 states across the United States. Frontier offers a variety of services to customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice and Frontier Secure digital protection solutions. Frontier Business Edge offers communications solutions to small, medium, and enterprise businesses. Frontier's Values Frontier is committed to its core value of being the leader in providing communications services to residential and business customers in its markets by putting our customers first, treating our customers, business partners, and employees with respect, keeping our commitments, being accountable at all times, being ethical in all of ours dealings, being innovative and taking the initiative, being a team player, being active in our communities, doing right the first time and continuously improving, using resources wisely and always having a positive attitude. 2 1 P Overview of Frontier in Minnesota Frontier is one of Minnesota's largest incumbent local exchange carriers and our Minnesota infrastructure is essential to the success of businesses large and small, educational institutions, healthcare facilities and public safety agencies in the communities we serge. Frontier's network is also critical to the support of other telecommunications (such as wireless carriers) and information service providers. All Frontier products and services offer 24/7/365 support from a 100% U.S.-based workforce. Frontier employees live and work in the Minnesota communities they serve. They are our customers' friends and neighbors and the subject matter experts on the best communications technology for home and business. They are customer -focused and empowered to make the right decisions for the customer. Employees support programs and initiatives important to their communities and live Frontier's values every day. Recent examples include: ➢ We belong to and actively participate in the Chisago Area Chamber (Lindstrom Chisago), Wyoming Area Business Association (Wyoming) Our ABC — America's Best Communities team is a finalist promoting economic development, revitalization and community vibrancy in the Chisago lakes are touching all communities. The ABC team has used the prizes awarded to date to build and implement a 9 project vibrancy plan for the area and is a finalist competing for $1M, $2M and $3M finalist prizes. ➢ Frontier Communications employees actively participate in Community Events such as Karl Oskar Days, Shafer Days Parade and Ki -Chi -Saga Days in Chisago City. ➢ We operate a local retail store with the ability to contact Frontier in person We have implemented 61 CAF (Connect America Fund) projects in 2016 to improve broadband reach and capabilities in the rural areas around these communities investing more than $3.7M and improving service capabilities to more than 2600 households in the area ➢ Several of our technicians participate as volunteer firefighters in these local ZD communities Frontier's Commitment to Our Customers Each of Frontier's markets across the 29 states we serve has a General Manager who is personally accountable for delivering extraordinary service. Decisions are made at the local level taking into account local needs and interests. In the City area, the General Manager is Tom Murn. Frontier's regional Vice President handling Minnesota is George Meskowski. Frontier's regional, state and local leadership are actively involved in day- to-day operations and personally see to it that customers in their markets are receiving our best. From the CEO down, we are all accountable to our customers every day. When storms or natural disasters strike our regions, we are among the first to respond, and have the national resources to call upon. When members of our community fall on tough times, 31P� we pride ourselves on being there to support them. Our technicians work around the 17 clock in some tough conditions to keep your services running smoothly. Know that when a person becomes a Frontier customer, they are signing up for over 28,600 employees at their back. Every day, our employees put the customer first. Frontier's Commitment to Veterans Frontier is also an award-winning Veteran employer and proud to support those who served our nation. More than 1 out of every 10 Frontier employees is a veteran, reservist, and/or the spouse of a veteran. Frontier is a member of The Military Spouse Employment Partnership, The 100,000 Jobs Mission, The Employer Partnership of the Armed Forces, Honor and Remember, and Joining Forces. Citizens Telecommunications Company of Minnesota LLC, the applicant, is a Delaware limited liability company in good standing and authorized to do business in the State of Minnesota. The following responds directly to the requested information set forth in the Notice of Intent to Consider Issuance of Franchise pursuant to Minn. Stat. § 283.081 Subd. 4: (1). Plans for channel capacity, including both the total number of channels capable of being energized in the system and the number of channels to be energized immediately. Frontier's underlying technology allows for an almost unlimited channel capacity. While a final channel lineup has not been finalized at this time, please see "Exhibit A - channel lineup and programming packages" from another jurisdiction Frontier offers service. Frontier will provide the City with a copy of the actual channel lineup prior to launching service. Frontier also provides a robust library of Video on Demand content. (2). A statement of the television and radio broadcast signals for which permission to carry will be requested from the Federal Communications Commission ("FCC"). Frontier will make all appropriate filings and preparations prior to the turn up of its video service including (1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must -carry or retransmission consent election. In its existing markets, Frontier complies with many additional federal requirements in providing its service, including all of the FCC requirements applicable to multichannel video programming distributors (such as equal employment opportunity and set-top box requirements), the FCC requirements applicable to EAS participants that are wireline video service providers, other FCC requirements applicable to provision of Vantage TV (Frontier Broadband Service in Minnesota) (such as receive -only earth station license requirements and annual regulatory fees for 1PTV providers), and the Copyright Office 4lPBg requirements for cable systems filing semi-annual copyright statements of accounts and paying statutory license fees. Frontier does not file an FCC Form 327 relating to CARS microwave facilities because Frontier does not use such facilities in connection with the provision of Vantage TV. Similarly, Frontier does not file FCC Form 320 and FCC Form 321 as they relate to the use of aeronautical frequencies that are not applicable to the JPTV technology. In these areas where Frontier offers service, area, Frontier will negotiate retransmission or must carry agreements with the following stations: KTSP (ABC) WCCO (CBS) KMSP (FOX) KARE (NBC) WFTC (My Network) WUCW (CW) KSTC (This/Antenna) KTCA (PBS) WUMN (Univision) KPXM (ION) The planned carriage of the stations identified above could include both primary and multicast signals of each station. (3). A description of the proposed system design and planned operation, including at least the following items: The following provides a general description of the technology and infrastructure: Frontier Communications' Vantage TV video offering is powered by Ericsson's Mediaroom software platform. Mediaroom is the world's #1 IPTV platform — one that is proven and widely adopted by Network Service Providers worldwide — with over 16.4 million subscriber households and 32 nullion connected devices running the software to date. Vantage TV is an innovative, scalable, and highly reliable video service designed to run over our IP enabled networks (xDSL, FTTP/FTTN, etc.). Our customers' satisfaction has been extremely high to date — relative to our competitor's video offerings in the same markets in which we are deployed. Vantage TV's core product features include: • Secure delivery of SD (Standard Definition), HD (High Definition) and 4K/UHD (Ultra High Definition) content — via integrated Digital Rights Management �- to set-top Boxes on each TV. • Superior HD, SD & UHD picture quality. 5 1 P a g e • WiFi-enabled set-top boxes are also a deployment option allowing our customers to place their TVs wherever they want in their homes. • Live TV broadcast with instant channel change allowing super -fast navigation through our Interactive Programming Guide. + Video On -Demand library that will contain more than 100,000 movies and shows. • Total Home DVR records up to 6 shows at once and lets our customers pause, rewind and play back live TV and store over 170 hours of HD progranuning. We provide our customers with up to 1 Terabyte worth of on -premise storage capacity. • Next generation EPG (Electronic Program Guide) and enhanced search functionality deliver real time results with a rich, new visual poster -art driven experience that allows our customers to easily discover and consume content on their terms. • Integrated interactive applications include Social TV (access to Twitter and Facebook), Weather, Interactive Workout, Home Shopping Network and interactive games. It is important to note that Vantage TV is more than just a "middleware" or a User Interface; it is an end-to-end platform that covers all video functional dependencies starting from Content Acquisition all the way through to Service Consumption. These are described below: Content Acquisition: Frontier processes Live and On -Demand content through encoders and content packaging tools at our Video Headend in Fort Wayne, Indiana and Video Serving Offices (VSDs) in markets that we serve. Acquisition Servers (A -Servers) in our service delivery architecture encrypt streams, encapsulate in RTP and/or Smooth Streaming format, and put multicast streams out on our network for devices to seamlessly connect to and consume content. Content Protection: Frontier secures all of the content it received through leveraged Digital Rights Management (DRM) and Public Key Infrastructure (PKI) systems, which in turn, establishes trust across its entire server environment and its set-top Box clients. Service Management. Vantage TV leverages a complex TV Services management tool to configure and manage subscriber information, Live TV Services, Channel Line -Up / Channel Maps, and Video On Demand Services all from a web -based interface that our Video Operations team controls. Subscriber Management: Frontier integrates Vantage TV with our internal Billing and Provisioning systems (OSS/BSS) in a seamless fashion to ensure the most efficient customer experience. We continuously monitor the system end to end and manage subscriber groups, entitlements, and user authentication to all content and packages, while at all times protecting customer information A subscriber group is essentially a category to which one or more client set-top boxes are associated with. For example, a single client device might be in the following subscriber groups: "HD -capable," "Premium Content Package," and/or "Suburban Minneapolis metro area." Subscriber groups also have Server clusters associated with them (for VOD and Linear TV Services). For example "South Metro" might be used to associate a subscriber group to a set of live channels, public -access channels, and correlated to a specific set of video distribution servers that provide content. The TV Services Management tool then offers the ability to associate clusters of Servers with a subscriber group and to associate subscriber groups with client devices (propagating associated content rights and entitlements). Service Deliverv: Frontier delivers high-quality Live and Video -on -Demand content over our Managed IP Network to the customer premise. Distribution Servers (D -Servers) in our service delivery architecture buffer streams, generate instant channel change bursts, and do forward error packet correction. Service Consumption: Frontier presents content to our customers' TVs in a secure and reliable manner through Vantage TV's client software. That software, which decrypts the stream (via SOC / System on a Clip), resides directly on our customers' set-top boxes. In summary, Vantage TV is an end to end software solution that enables Frontier to deliver next -generation TV experiences including standard and high-definition/ultra-high- definition live TV channels, video -on -demand (VOD), digital video recording (DVR) and connected entertainment experiences to our customers. (i). The general area for location of antenna and headend, if known; 71 Page Frontier has a "super head end" in Fort Wayne, Indiana which has a satellite "farm" used to download national content. This super head end has redundancy to receive terrestrial secondary feeds from Verizon, i.e., should an emergency interrupt service from one of its national content sources. The national content is encoded and then deployed over diverse 10 GIG circuits to the local head where the local content, including public, educational and government access channels, is inserted for delivery to end users. Customers in the City will be served out of the head end in Apple Valley. Frontier will pick up the local broadcast signals via fiber circuits and/or will also capture those signals by antennae located at the local head end and /or as a back-up, precautionary measure. (ii). The schedule for activating cable and two-way capacity; While an exact launch date has yet to be determined, Frontier is working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon successful execution of a Franchise Agreement. Frontier will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized. (iii). The type of automated services to be provided; As noted in Section B above, Frontier has provided a sample channel lineup. See Exhibit A. This illustrates the vast selection of content available to subscribers. Vantage TV offers: • Incredible 100% digital picture and sound. • Total -home DVR with ability to record up to six shows at once and view on any TV with a set-top box. • Instant channel change and super -fast navigation through our interactive program guide and Video on Demand. • The ability to watch up to six different channels at once with Multi -View. The ability to Pause, Fast Forward, Rewind live or recorded shows on up to eight TVs in your house. • Next generation enhanced search which delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings. • Introducing Channel Peeks which maintains full -screen viewing while "peeking" into other programming. • Recent & DVR Peek allows you to preview and tune to any of the last five channels or DVR recordings. 8 1 P a g e (iv). The number of channels and services to be made available for access cable broadcasting; and Frontier will carry the same number of PEG stations as the incumbent. (v). A schedule of charges for facilities and staff assistance for access cable broadcasting; Frontier will make all franchised cities' access channels available to its subscribers. For purposes of acquiring the signal, Frontier will pick up the particular City's access channel signals at the point(s) of origination via fiber facility and transport such content back to the local VSO for insertion in the channel lineup. At the point(s) of origination, Frontier will need rack space and power for its equipment to receive the signal(s) handed off by the City to Frontier. Frontier will pay for all facilities and equipment located on its side of the demarcation point where the City will hand off its content to Frontier and as is industry practice the City will be responsible for all equipment on its side of the demarcation point. (4). Terms and conditions under which particular service is to be provided to governmental and educational entities. Frontier will provide at no charge expanded basic service to all government buildings, schools, and public libraries located within its service footprint so Iong as those locations are capable of receiving service from Frontier and no other cable provider is providing service at such locations. (5). A schedule of proposed rates in relation to the services to be provided and a proposed policy regarding unusual or difficult connection of services. Final rates have yet to be determined, please see "Exhibit B for a general description of the tiers of service that will be available. (6). A time schedule for construction of the entire system with the time sequence for wiring the various parts of the area requested to be served. Frontier is still finalizing its initial footprint for the deployment of cable services within the City service area. Frontier's planned deployment is highly confidential. Pursuant to an executed franchise agreement(s), Frontier will meet regularly with the City and the Commission to discuss where service is available and any plans for additional deployment. Frontier is the second entrant into the wireline video market in the City. As a second entrant, investment in and expansion. of Frontier's cable system should be driven by market success, and not a contractual requirement for ubiquitous coverage. 9IPas The following sets forth some critical background with respect to employment of both telecommunications and cable infrastructure. Initially, local telephone companies were granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation- a duty to provide service - to customers in its service territory. Similarly, with respect to video services. The incumbent video provider (and its predecessors) operated as a monopoly over facilities -based video. In exchange for making the capital investment to deploy facilities, the incumbent cable company got 100 percent of the customers who wanted cable television. Subsequently, with respect to telephone services, the federal and local governments effectively eliminated the local telephone monopolies and fostered robust competition. It should be noted that in doing so, the telecom second entrant had absolutely no obligation to build any facilities or to serve any particular location(s) at all. As the FCC noted, imposing build -out requirements on new entrants in the telecommunications industry would constitute a barrier to entry (13 FCC Red 3460, 1997). Cable companies were free to enter the telecom market on terms that made business and economic sense to them. This very environment was the catalyst for robust wireless and wireline competition and the proliferation of higher broadband speeds. Congress became concerned about the lack of competition in the video world and in 1992 amended federal law to prohibit a local franchising authority from "unreasonably[y] refusing] to award an additional competitive franchise." 47 U.S.C. § 541(a)(1) provides a direct avenue for federal court relief in the event of such an unreasonable refusal. 47 U.S.C. § 555(a) and (b). Until the advent, however, of state statutes granting statewide cable franchises without a mandatory build requirement (e.g., Florida) or progressive cities willing to grant competitive franchises, cable monopolies continued to the detriment of consumers and competition. Level playing field requirements are just one example of barriers to competitive entry erected by cities at the behest of the cable monopolies. Courts have ruled, however, that "level playing field" provisions do not require identical terms for new entrants. See, for example, Insight C0191771U77ications v. Cite of Louisville, 2003 WL 21473455 (Ky. Ct. App. 2003), where the court found: There will never be an apple -to -apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty years. No new cable franchisee can ever be in the same position as a thirty-year veteran. See also, .hz Cable TV Fund 14-A, Ltd. v. Cite of Naperville (1997 WL 209692 (N.D. 11I); and New England Cable Television Ass'77, Inc. v. Connecticut DPUC 717 A.2d 1276 (1998). In sharp contrast to the monopoly provider, a second entrant faces a significant capital outlay with absolutely no assurance of acquiring customers; rather, it must compete with the monopoly incumbent and win each and every customer over. As Professor Thomas Hazlett of George Mason University has explained, "[flncumbents advocate build -out requirements precisely because such rules tend to limit, rather than expand, 10jP g competition." The federal Department of Justice has also noted that "...consumers ID are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs, reduced innovation, and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MC Dkt 05-311) The fact is that the, incumbent cable provider has (1) an established market position; (2) all of the cable customers; and (3) an existing, in-place infrastructure. These disparate market positions make imposing a build -out requirement on a competitive entrant bad public policy. Under the guise of "Ievel playing field" claims, incumbent cable operators seek to require new entrants to duplicate the networks the incumbents built as monopolies, knowing that such a requirement will greatly reduce, if not eliminate, the risk of competitive entry. lit 2007, the FCC issued its findings with respect to facilities based video competition and held as follows: (1) with respect to level playing field requirements, the FCC stated that such mandates "unreasonably impede competitive entry into the multichannel video marketplace by requiring local franchising authorities to grant franchises to competitors on substantially the same terms imposed on the incumbent cable operators (Para. 138); and (2) with respect to mandatory build out, the FCC held that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1) [47 U.S.C. § 541(a)(1)]." Those two FCC holdings alone should put this entire matter to rest - level playing field requirements and unreasonable mandatory build requirements are barriers to competitive entry in the cable market and violate the federal Cable Act and the FCC's order. Minnesota, however, codified its requirements in a state law and the FCC expressly declined to "preempt" state laws addressing the cable franchising process. It is clear, however, that the FCC did not intend to protect the Minnesota statute which mandates the imposition of barriers to entry on each and every local franchising authority. As various providers were trying to enter the competitive cable market and encountering barriers such as level playing field requirements and mandatory build out provisions, many states passed statutes to facilitate competitive entry and to prevent local franchising authorities from erecting barriers to entry. Such laws were passed in 26 states including Florida, Missouri and North Carolina, where incumbent video providers have taken advantage of the streamlined process to enter a market without a mandatory build obligation. These laws have facilitated competitive entry as evidenced, for example, by the presence of four facilities based competitors in the Orlando, Florida market, including CenturyLink and Comcast. As such, these state laws are aligned and not in conflict with the FCC's and Congress' policies for promoting competition in the video distribution market. 111 Page Minnesota's cable Iaw, however, is quite the opposite. Minnesota's cable act dates back to the 1970s and directs each local franchising authority to impose not only a level playing field across a broad range of issues (many of which Frontier does not oppose), but also a five year mandatory build out requirement. Both of these provisions have been deemed to be barriers to entry by the FCC. The incontrovertible fact is that the law has been extremely successful in barring cable communications competition in the City: The City has not experienced any facilities -based competition because of the barriers to entry Minnesota codified in Chapter 238. In support of this position, that the FCC's 2007 Order preempts Minn. Stat. Chapter 238, Franchisee notes the following: Conflict preemption: State law may be preempted without express Congressional authorization to the extent it actually conflicts with federal law where state law "stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress." English v. General Elec. Co., 496 U.S. 72, 79 (1990). Whether state law constitutes a sufficient obstacle is a matter of judgment to be informed by examining the federal statute as a whole and identifying its purpose and intended effects. Crosby v. Nat'/ Foreign Trade Council, 530 U.S. 363 #372 (2000). Minn. Stat.§ 238.08 mandates terms that each municipality must implement in granting a new or renewed cable franchise. Minn. Stat. § 238.084 sets forth the required contents of a franchise ordinance and sets forth very precise requirements in an initial franchise about the build: commence build within 240 days; must construct at Ieast 50 plant miles per year; construction throughout the franchise area must be substantially completed within 5 years of granting the franchise; and these requirements can be waived by the franchising authority only upon occurrence of unforeseen events or acts of God. Section 621(a)(1) initially gave local authorities the authority to grant franchises, but this broad grant resulted in exclusive franchises/monopolies. Congress "believe[d) that exclusive franchises are contrary to federal policy ... which is intended to promote the development of competition." H.R. Coni. Rep. No. 102-862, at 77 (1992). Legislative history clearly supports that Congress was focused on fostering competition when it passed the 1992 Act. Owest Broadband Servs. Inc. v. City of Boulder, 151 F. Supp. 1236, 1244 (D. Colo. 2001). 12 1 f> ai. 2, e In its 2007 order, the FCC found that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order, however, targeted local and not state laws. • Arguably, the Minnesota build requirements set forth in Section 238.084(m) are in conflict with Section 621(a)(1) and are, therefore, preempted. • In the Boulder case, the court applied Section 62I's prohibition on unreasonable refusals to grant franchises to find conflict preemption where local rules required voter approval for any new franchises. • The mandatory build out in the Minnesota statute could be considered a de facto "unreasonable refusal" to grant a franchise and thus conflict with the pro -competition purpose set forth in Section 621(a)(1). • in upholding the FCC's ruling, the Sixth Circuit stated that "while the [FCC] characterized build out requirements as 'eminently sensible' under the prior regime in which cable providers were granted community -wide monopolies, under the current, competitive regime, these requirements 'make entry so expensive that the prospective provider withdraws its application and simply declines to serve any portion of the community." All ia77ce for C77101 Media v. FCC, 529 F. 3d 763, 771 (6th Cir. 2008). The FCC ruling targeted local rules and actions and the FCC refrained from preempting state regulation because it lacked "a sufficient record to evaluate whether and how such state laws may lead to unreasonable refusals to award additional competitive franchises." FCC Cable Franchising Order (FCC 06-180, at n.2 &126). That is not to say, however, that upon full consideration, the FCC would not find the Minnesota mandatory build requirements to constitute an unreasonable refusal under Section 621. o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market. o In sharp contrast, the Minnesota statutes mandates individual cities and commissions to include onerous build out schedules which, standing alone, would run afoul of the FCC's order. It should also be noted that at least two cities in Minnesota have chosen to award competitive franchises to second entrants without satisfying all the mandates of 131 Pa Chapter 238. See Mediacom Minnesota, LLC iv. City of Prior Lake, Minn. Ct. of Appeals, A09-1379 (Unpublished decision, Filed June 22, 2010). In October 2014, the City of Owatonna awarded a competitive franchise to a second provider, and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather, it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service. Finally, nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis. (7). A statement indicating the applicant's qualifications and experience in the cable communications field, if any. Frontier Con-.munications is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. General Manager, Northern Minnesota (Including North Metro): Tom Murn is the General Manager overseeing Frontier's Northern Minnesota Operations. He has overall responsibility for the operations organization serving this area including customer service experience and community relations. Tom has a wealth of knowledge in business, operations, sales and community leadership. Murn joined Frontier in May of 2010 as part of their acquisition and transition activities in Northern Idaho. Prior to Frontier, Murn was a Regional Manager in charge of large timberland businesses in Northern Minnesota and Idaho. He more than 20 years' experience in executive roles and has served in numerous BOD / Leadership roles supporting the communities he has been part of. Tom is a graduate of the University of Minnesota with a Bachelor of Science degree and has a Master of Arts in business management from the College of St. Scholastica in Duluth. Area General Manager, Minnesota, Iowa and Nebraska: George Meskowski is Frontier's Area General Manager with overall operations responsibility for the states of Minnesota, Iowa and Nebraska. He lives and has his office in the South Metro area. He has overall responsibility for the entire operations organization in the three states and is responsible for all customer service and community relations for these areas. George was formerly a general manager with Frontier in Michigan and Indiana prior to being promoted to his current position in 2014. President and Chief Executive Officer: Daniel J. McCarthy became a member of the Frontier Board of Directors in May 2014. He has been President and Chief Operating Officer since April 2012 and was Executive Vice President and Chief Operating Officer from January 2006 to April 2012. Before this, he was Senior Vice President, Field Operations from December 2004 to December 2005, Senior Vice President, Broadband Operations from January 2004 to December 2004, and President and Chief Operating Officer of Electric Lightwave from January 2002 to December 2004. 14 1 P az Ue Mr. McCarthy has been with Frontier Communications Corporation since 1990, when he joined the company's Kauai, Hawaii, electric division. In 1995, he moved to Flagstaff, Arizona, and assumed responsibility for the company's energy operations. In 2001 he was promoted to President and Chief Operating Officer of Citizens Public Services sector, responsible for the company's energy and water operations. He earned a bachelor's degree in marine engineering from the State University of New York Maritime College at Fort Schuyler, and holds an M.B.A. from the University of Phoenix. In October 2013, he was appointed a Trustee of The Committee for Economic Development, a nonprofit, nonpartisan, business -led, public policy organization that combined with The Conference Board, a nonprofit business membership and research group organization. In December 2013, Mr. McCarthy was elected to the Board of Trustees of Sacred Heart University in Fairfield, Connecticut. He is also a member of the Western Connecticut Health Network Corporate Advisory Council. Executive Vice President and Chief Financial Officer: Prior to joining Frontier, Perley McBride was the Chief Financial Officer of Cable & Wireless Communications Plc until its May 2016 acquisition by Liberty Global plc. Previously, Mr. McBride served as Chief Financial Officer at Leap Wireless International, which operated the Cricket Communications mobile brand, from December 2012 through May 2014 and was part of the Executive team that led the business through its acquisition by AT&T Inc. Prior to Leap Wireless, he served as Executive Vice President of Finance at The Weather Company, owner of The Weather Channel among other assets, between 2010 and 2012, where he was instrumental in achieving sustained EBITDA growth and reducing leverage by two turns. He served in several senior financial management roles at Frontier between 1999 and 2010, and also between 1994 and 1997. During that period, he created a culture of expense discipline that enabled Frontier to achieve a consistent track record of sustaining industry-leading margins. He also worked in the finance department at Sprint Corporation early in his career. He holds a Bachelor of Science degree from Mount Allison University in Canada and has an MBA from the University of Houston. Executive Vice President, Frontier Secure and Administration: Cecilia K. McKenney is Executive Vice President, Frontier Secure and Administration, responsible for Frontier Secure, Human Resources, Marketing, and Product Development. Before this, she was responsible for Human Resources, Sales Operations, Corporate Communications and Public Relations. She was Executive Vice President, Human Resources and Call Center Sales & Service from February 2008 to May 2012. Ms. McKenney joined the company as Senior Vice President, Human Resources in February 2006. She is a member of the company's Senior Leadership Team and reports to the CEO. Frontier Secure, a service of Frontier Communications, offers products and services to protect every aspect of digital life, including computer security, cloud backup & sharing, the connected home, identity protection, equipment protection and 2417 U.S.-based premium technical support. Its products and services are sold nationwide directly to consumers and small businesses, and wholesale through strategic partnerships. Prior to Frontier, Ms. McKenney was Group Vice President of Headquarters Human Resources 15 1 P for the Pepsi Bottling Group, Inc. (PBG) in Somers, New York, responsible for all Human Resources functions supporting PBG's worldwide operations. Her organization supported PBGs headquarters and call center in addition to providing long-term strategic direction and day-to-day business support for Staffing, Compensation and. Benefits, Diversity, Training, Talent Development and Human Resources Systems. Ms. McKenney joined the Pepsi-Cola Company in 1989 in its headquarters -based employee benefits group. She became Human Resources Manager in Pepsi -Cola's Northeast Business Unit in 1992. In less than two years, Ms. McKenney transferred to Northern California to manage HR issues for the company's San Francisco market. In 1995, she was appointed Director of Human Resources for PBG's California Business Unit. When PBG became an independent company near the end of 1998, Ms. McKenney was appointed Vice President, Staffing and Diversity at Company's headquarters. In 2000, she was promoted to Vice President, Headquarters Human Resources and was named Group Vice President, Headquarters Human Resources, in 2004. Prior to Pepsi, Ms. McKenney worked for Mutual of New York and L.F. Rothschild in Human Resource and Management roles. She earned a bachelor's degree in business administration from Franklin & Marshall College and is a Certified Employee Benefits Specialist. Ms. McKenney is a member of The Leadership Council of Franklin & Marshall College and a member of the Board of Directors of The Child Care Council of Westchester County, Inc. In May 2014, she was honored with the HR Leader Award in the Large Company category at the 2014 Fairfield County HR People of the Year Awards. The awards are given each year by The Southern Connecticut Chapter of the Society for Human Resource Management to recognize individuals whose performance and contributions have significantly benefited their organizations, the Human Resources profession and the community. Executive Vice President, External Affairs: Kathleen Quinn Abernathy is Executive Vice President, External Affairs, responsible for the company's governmental and regulatory affairs. From March 2010 to June 2012, she was Chief Legal Officer and Executive Vice President, Regulatory and Governmental Affairs. Prior to joining Frontier, she was a Partner at Wilkinson Barker Knauer LLP, advising clients on a wide range of legal, policy and regulatory issues related to telecommunications and the media. Before this, she was a Partner at the law firm of Akin Gump Strauss Hauer & Feld, LLP. Ms. Abernathy served as a Commissioner with the Federal Communications Commission (FCC) from 2001-2005. While a Commissioner, she chaired the Federal -State Joint Board on Universal Service and participated as a U.S. representative in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunications Conference. She was appointed by the ITU to chair the 2004 ITU Global Symposium for Regulators. 16 1 Page Prior to joining the FCC, Ms. Abernathy was Vice President for Public Policy at BroadBand Office Communications; Vice President for Regulatory Affairs at US West; and Vice President for Federal Regulatory Affairs at AirTouch Communications. Earlier in her career, she was Legal Advisor to two FCC commissioners and a Special Assistant to the agency's General Counsel. Ms. Abernathy has received numerous honors and awards in recognition of her contributions to the profession. In 2011 she was named one of the "Top Ten Women in Telecom" by Fierce Telecom and honored by Legal Momentum with an "Aiming High Award." She was featured in Chambers USA's "Leaders in their Field" in the Telecom, Broadcast & Satellite: Regulatory category (2009); included in the Washington, DC edition of Super Lawyers (2009, 2010); and named one of Washington's Top Lawyers by Washingtonian magazine (2007, 2009). Ms. Abernathy served on Frontier Communications' board of directors from April 2006 through February 2010. She is currently on the boards of the John Gardner Fellowship Association, which is affiliated with U.C. Berkley, and Stanford University and Children Now. She also serves on the board of ISO New England Inc., the operator of New England's bulk power and wholesale electricity markets. Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University of America's Columbus School of Law, where she was a Distinguished Practitioner in Residence. She is a member of the District of Columbia Bar and the Federal Communications Bar Association, of which she is a Past -President, and has served as an adjunct professor at Georgetown University Law Center and The Columbus School of Law. Senior Vice President, General Counsel Secretary: Mark D. Nielsen joined Frontier in March 2014 as Senior Vice President, General Counsel, and Secretary. Prior to this, he was Associate General Counsel and Chief Compliance Officer for Danbury, Conn. -based Praxair Inc. From 2007 to 2009, he was a Vice President and Assistant General Counsel of defense contractor Raytheon Co. Before that, Mr. Nielsen served as Chief Legal Counsel, and then Chief of Staff, to Massachusetts Governor Mitt Romney (2004-2007). Mr. Nielsen began his legal career in 1990 as an associate with the Hartford law firm of Murtha, Cullina LLP. He also served three two-year terms in the Connecticut Legislature, one term in the House (1993-1995) followed by two terms in the Senate (1995-1999). Mr. Nielsen graduated from Harvard College magna cum laude and Phi Beta Kappa. He earned his law degree, cure laude, from Harvard Law School. Steve Gable, Executive Vice President and Chief Technology Officer: Mr. Gable joined Frontier in November 2012 as Senior Vice President and Chief Information Officer. In April 2015, he became Executive Vice President and Chief Technology Officer (CTO). Prior to Frontier, Mr. Gable was Executive Vice President/CTO of Tribune Company. At the same time, he was President, Tribune Digital, with expanded 17 ?; responsibility for the strategy and supporting technology that powered the company's digital brands "latimes.com" and "chicagotribune.com." From 2008 to 2010, he was Senior Vice President and CTO for Tribune Company, responsible for all aspects of information technology systems for its TV and newspaper operations. Before this, he served as Vice President of Technology for Clear Channel Radio, responsible for the technology strategy and direction of over 1,200 radio stations. He earned a Bachelor's degree in Business Administration and a Master's degree in Systems from Northwestern University Scott Mispagel, Senior Vice President Network Planning and Engineering:. Scott is the Senior Vice President of Technology Planning and Engineering at Frontier Communications where has responsibility for developing, deploying and managing Frontier's network technologies and architecture nation-wide. He has over 18 years of telecommunications experience engineering and managing carrier and video networks. Prior to Frontier, Scott held a similar position as the Vice President of Network Planning and Engineering at Windstream Communications and Valor Telecom where he led all Voice, Video and Data engineering efforts. Scott Abbott, VP, Video Strateg3T and Sales: Scott is a 33 year cable telecommunications industry veteran specializing in video content negotiation and management of national cable satellite networks and broadcast television retransmission consent agreements. He joined Frontier Communications in 2012 and is currently the Video Content lead whose video portfolio is in excess of $1B annually. Scott provides input and guidance on the overall corporate video and content strategy as Frontier grows its video business. In addition to his direct responsibilities for negotiations, relationships and management of all content matters, he has specific ownership of the large omnibus content owner portfolios; Fox Cable Networks, CBS, NBCU, Viacom and Discovery, etc. Scott guides compliance issues with various internal groups; Product, Settlements and Legal to ensure contractual obligations are met. Most recently, Scott was the Content lead and integration expert delivering ready -to -go at close of the video portfolio for Frontier's acquisition of ATT's CT property in 2014 and the 1.2 MM Verizon acquisition that closed in Q1 2016. Prior to joining Frontier, Scott worked at the National Cable Television Cooperative for 14 years where, among other duties, he negotiated and managed a video portfolio of more than $1B annually. As EVP, second in command, he provided strategic oversight of the entire video portfolio in excess of $2B annually. He also worked for several major programming networks including HBO, Disney and NBC. Scott has a Bachelors and a Master's Degree in Telecommunications from Michigan State University. Jon Davis, Assistant Vice -President Information Technology: Jon is an experienced video operations expert with 12 years of experience in 1PTV and video delivery systems. He joined Frontier Communications in November 2015 to run and unify our 181 n P ae ��w video operations. Previously he was Head of Video Support and Managed Services for Alcatel -Lucent and supported customers across the globe that had over 25 million end user customers. Jon Ied the overhaul of Alcatel-Lucent's support and managed services to create a streamlined, efficient best in class support organization that directly led to successful service provider video rollouts year after year. Peter Milhan, Assistant Vice -President of Video Product and Sales: Peter joined Frontier in mid -2015 from Ericsson, where he was responsible for TV/Media portfolio sales and business development. Previously he worked for Microsoft for 19 years, joining Microsoft's Mediaroom division in 2005. His background with Mediaroom includes video deployment, architecture, marketing and sales. Mediaroom was acquired by Ericsson in 2013 and is the platform used by Frontier in Connecticut and future market deployments. Mihan holds a degree in Mechanical Engineering from Vanderbilt University. Enrique Ruiz -Velasco, Director- Information Technology: Enrique is a technology leader with over ten years of experience in the field of cable television and is a pioneer of internet video streaming apps. He joined Frontier in 2015 and is currently responsible for software applications and back -ends that power Frontier's TV customer experience. Previously he worked at Verizon Communications as Director of Technology and where, for ten years, he oversaw the software development and various systems that power the FiOS TV service for 6 million video customers and 15 million set top boxes. In 2010 he introduced video streaming to tablets and mobile devices as well as Apps for smart TV's and game consoles. Francie Leader, Director Content Strategy & Partnerships: Francie is a veteran with over 30 years of experience in the cable telecommunications industry. She joined Frontier in July 2010 as part of the Video Content team to manage linear content for 350+ channels of programming. She is directly responsible for negotiating national satellite program carriage contracts, (ESPN/ABC/Disney, A&E, Scripps) including broadcast retransmission consent agreements to capitalize on revenue opportunities and bandwidth efficiencies. Francie directs all internal constituencies that intersect with video programming content and also manages the NCTC relationship (National Cable Television Cooperative) to ensure Frontier maximizes the benefits of its membership. Prior to joining Frontier, Francie began her career in the cable industry in franchising where she successfully franchised over 20 cities in Metropolitan Detroit for cable television service via grassroots marketing efforts. From there, she represented various national cable satellite networks, The Learning Channel, The Travel Channel, TNN, CMT, WGN, etc. and drove revenue and distribution growth for those networks as well as contributed to local and national promotional marketing campaigns to increase Network value. Francie is a well-connected relationship builder and a creative, resourceful deal -maker and catalyst for change. (8) An identification of the municipalities in which the applicant either owns or operates a cable communications system, directly or indirectly, or has outstanding franchises for which no system has been built. 19 1 P a g e Frontier (Citizens Telecommunications Company of Minnesota, LLC} has filed applications seeking franchises in the cities of Cannon Falls, Delano and Wyoming and Frontier is in the process of working with these cities to establish cable franchise agreements. Frontier's Minnesota affiliate, Frontier Communications of Minnesota, Inc. received cable franchise agreements in September in the cities of Burnsville, Lakeville, Apple Vallee, Rosemount and Farmington and began offering service in October. Frontier affiliates also have franchise agreements and operated cable systems serving approximately 1.5 million subscribers in Washington, Oregon, California, Texas, Indiana, Connecticut, North Carolina, South Carolina and Florida. (9). Plans for financing the proposed system, which must indicate every significant anticipated source of capital and significant limitations or conditions with respect to the availability of the indicated sources of capital. This information should include: 1. Current financial statement Frontier's ultimate parent company is Frontier Communications Corporation. Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) may be found here: http://investor.froutier.com/sec.cfm. 2. Proposed sources and uses of funds for the construction project Frontier's parent company is Frontier Communications Corporation. Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations with reported fourth quarter 2015 revenue of $1,413 million and operating income of $182 million. Frontier does not require any unique or additional funding sources (i.e. special notes or bonds) in order to deploy its Vantage TV service in this, or any other market. 3. Financial budgets for the next three (3) years Please see response to Section I (4) below. 4. Documentation regarding the commitment of funds, and As a publicly traded company, Frontier releases a very limited amount of forward- looking information for the company as a whole, but it does not provide forward- looking information at the individual market level because it could lead to incorrect or inappropriate assumptions or conclusions by its current and potential investors regarding the business as a whole. Given the extremely sensitive nature of the information contained in the requested pro forma, Frontier cannot file this information as part of its application. 201 Page 5. Any other information that applicant determines would be useful in evaluating its financial qualifications. Please see response to Section 1 (1) above. (10). A statement of ownership detailing the corporate organization of the applicant, if any, including the names and addresses of officers and directors and the number of shares held by each officer or director, and intercompany relationship, including the parent, subsidiary or affiliated company. Citizens Telecon-in-iunications Company of Minnesota LLC operates as a subsidiary of Frontier Communications Corporation. Frontier Communications Corporations Board of Directors believes that the purpose of corporate governance is to ensure that Frontier maximize stockholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board and senior management believe promote this purpose, are sound and represent best practices. Vire continually review these governance practices, Delaware law (the state in which we are incorporated), the rules and listing standards of the NASDAQ Exchange and SEC regulations, as well as best practices suggested by recognized governance authorities. Frontier's Board of Directors' Code of Business Conduct and Ethics reflects Frontier's commitment to maintain a culture of integrity, honesty and accountability when dealing with our business partners, our customers, our stockholders and each other. It is intended to help us focus on areas of ethical risk, recognize and deal with ethical issues, and to provide us with the resources and procedures. The code applies to all of Frontier's directors, officers and employees, including those at Frontier's subsidiaries and affiliates. Directors: Pamela D. Reeve, Chairman Leroy T. Barnes Jr., Director Peter C.B. Bynoe, Director Diana S. Ferguson, Director Edward Fraioli, Director Daniel J. McCarthy, Director Virginia P. Ruesterholz, Director Howard L. Schrott, Director Larraine D. Segil, Director Mark Shapiro, Director 21 Pa Byron A. Wick, IH, Director Officers: Chief Executive Officer and President Executive Vice President, External Affairs Executive Vice President and Chief Financial Officer Executive Vice President. and Chief Custom. Office Executive Vice President, Field Operations Executive Vice President and Chief Technology Officer Senior Vice President, General Counsel, Secretary Executive Vice President and Chief People Officer Daniel McCarthy Kathleen Quinn Abernathy Perley McBride Cecilia K McKenney John Lass Steve Gable Mark D. Nielsen Kathleen Weslock Contact information for the members of Frontier's Board of Directors and Management, as well as their profiles, may be found at http//investor.frontier.com/directors.cf and Frontier's Management's profiles found at http://investor.frontier.coni/manaaement.cfm. For information concerning the number of shares held by each officer or director of Frontier, please see Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) found at: htip://investor.frontier.com/sce.cfm. (1.1.). A notation and explanation of omissions or other variations with respect to the requirements of the proposal. None at this time. Jack Phil Director -Government & External Affairs Subscribed and sworn to before me this �V- 2-4 i '?-C,((,f t t 'A4 Notary public My Commission Eft xpires: MICHELLE :ANNSCHLItNotarMinMy Commiires Jan 3 Exhibit A 23 1 P zg e Vant�` - DURHAM,NC By chanl. nom e and packoee, 2 4 1 P a Zg e Loop jwg�n 0."', Rowswor 3,07" As an: now AWF con, �ln Now sm"-, of 60 UMMOW hi vy'Uphy anvwDimp 1017 rann, n too your ;Qjw-vO§w rs Onger vsw ve Zum boo AV OMMAg RM&MW one MnWAMO, der. ,D ta Frosntie�rxo-n v-- c'n ZWOMIMMn" Mqr=ze=&=n MO 25 1 ," a g e INI Son WAS"; wM7. -n��. i-0- Bw no not - on SZr 1 2 ? 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