Summer 2014

WATOA NEWSLETTER SUMMER 2014
WATOA
washington association of telecommunications officers and advisors
Comcast - Time Warner - Charter
Merger & Spinoff:
How your community can respond1
INSIDE
PAGE 4
FROM THE PRESIDENT
Chris Jaramillo shares the
success of and recaps
WATOA’s recent Spring
Conference held in
Eastern Washington
PAGE 5
PRODUCTION NEWS
TV Tacoma uses a
collaborative process to
develop its new regular
program: “artTown”
PAGE 7
ORGANIZATION NEWS
Nominations are open for
the Brian Wilson Award
PAGE 8
MEET YOUR BOARD
I. Introduction
By now, everyone in WATOA has heard
of the blockbuster merger between
the first (Comcast) and second (Time
Warner) largest cable providers that will
subsequently include cable system swaps
with Charter and the spinoff of some three
million cable subscribers to a company
yet to be named (SpinCo). The question
for WATOA members and your elected
officials is what are the details of the
deals and how can your local franchising
authority participate in the reviews that will
take place at the federal and local levels.
Contributed by Gerard Lederer
Best, Best & Krieger LLP
II. Summary of the Deal
According to representations made to the
FCC and Justice Department, the merger
will combine not just the first and second
largest cable operators, but also the first
and third largest broadband providers,
giving Comcast more than 30 percent of
the cable market and more than 50 percent
of the residential broadband market.
The merger will occur at the parent level
and it will be a stock for stock transaction.
That means a Comcast stock share will be
given to Time Warner (TW) shareholders
on the following ratio: 1 share TW = 2.875
Comcast. The deal is valued at $45 billion
and TW shareholders will control about 23
percent of Comcast common stock, and
Comcast will control all of TW franchisees.
WATOA’s newest board
member is John Delay
from the City of Spokane
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER PAGE 2 SUMMER 2014
Merger and Spinoff...continued
This is important for local franchising authorities as the local franchisees will remain the same with only the corporate parent changing.
In addition, because the merger would result in Comcast controlling more than 30 percent of the cable market, Comcast has
pledged to divest itself of some three million subscribers, and in a subsequent deal with Charter, Comcast will swap systems for
geographic consolidation and provide Charter a 35 percent and controlling interest in SpinCo.
III. Approvals Required
The merger requires approval at the federal level by
both the Justice Department and the Federal Communications Commission. It may also require local
approval or state approval depending on franchise.
The flow chart reveals that a communications
merger of the type we are talking here (as well
as the proposed acquisition of DirecTV by AT&T)
must pass muster before two governmental
bodies that will apply two separate standards.
The Department of Justice or the Federal Trade
Commission must determine under the Clayton
Act and the Hart-Scott-Rodino Act2 that the
merging companies do not lessen competition. The FCC must determine that the proposed transfer of licenses required to make
the merger a reality are in the best interest of the public.
Justice’s review, unlike the FCC’s, is not a transparent process. There is a page of guidance. Actions are conducted in private
(see http://www.justice.gov/atr/public/guidelines/hmg-2010.html). Justice’s Antitrust Division will conduct an investigation,
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER PAGE 3 SUMMER 2014
Merger and Spinoff...continued
during which it will ask for submission of tens of thousands of
pages of documentation, perhaps conduct depositions, and
engage in detailed discussion with the parties.
Under the Communications Act, Comcast bears the burden
of proving that approval of the transfer of the hundreds of
licenses (e.g. microwave, satellite and other licenses) from
Time Warner to Comcast is in the “public interest, convenience
and necessity.”
Some believe that the public interest standard offers the
Commission greater latitude to investigate a deal than the
authority present at Justice. The Commission can base
its actions on a determination of what the deal’s approval
means, not just on its impact on competition, but also how
the deal might impact the diversity in the marketplace of
ideas, competition or localism.
Most of the application materials are available for public
review on the FCC’s webpage under docket M.B. 1457.
Certain competitively sensitive information is withheld from
general public scrutiny, but lawyers for opposing parties can
obtain permission to read them, and use their analysis in
FCC filings if they agree to sign “protective orders” under
which they are barred from revealing what they learned to
any unauthorized parties.
IV. Issues Ripe for Local Review3
While Federal rules4 affect the process of local review, they do
not affect the substance of the review, but failure to follow deadlines can result in approval being deemed granted. Perhaps
the most important element of review is that the franchisee is
in compliance with their obligations. The statutory provisions
and legislative history suggest a franchising authority may
ensure that the transferor is in compliance as part of transfer
process, and that transferee (absent agreement) cannot be
held responsible for predecessor’s omissions, at least for
purposes of renewal.
In states that have recently adopted state franchising,
local authority to review transaction may be minimal or
non-existent and state review may be perfunctory. In states
that retain local franchising, the right of a locality to review will
depend on franchise language/local law.
Some franchises require approval of transfers of franchise
or franchisee, but do not require approval of changes in
parent company control. The first question that will determine
whether local review is required is whether the local franchise
reaches changes of control or similar changes. The second
issue is what constitutes a change of control, and absent
franchise language to the contrary, common understanding
of that term governs. Localities also have significant authority
to address outstanding performance issues and to ensure
transfer will not harm the public or reduce competition in the
delivery of cable service.5
V. Recovering Fees
The first question that lots of franchising authorities must
grapple with is who is going to pay for the consultant fees
and attorney’s fees required to review the transfer. Here the
news is not good absent a local law that allows the recovery
of such costs directly from the cable operator.6 The FCC has
determined that such fees, imposed upon a cable operator
solely because of its status as such, are not “incidental to” the
enforcement of the franchise, and therefore generally must
be treated as franchise fees (which are capped at 5 percent7).
(Endnotes)
1 T
his paper is drawn from an hour long seminar that is archived on
line at http://www.bbklaw.com/?t=40&an=29801. In addition to
the seminar, BB&K has prepared a “Transfer Tool Kit” to provide
additional guidance.
2 Technically merging companies do not need Justice nor the
FTC’s permission to consummate a transaction, but if Justice
does not approve, it can ask a Federal District Court to enjoin the
transaction or break up the combination. The Hart Scott Rodino
Act requires that parties must file information about the deal with
Justice and they may not close on the purchase for 30 days following the filing, or for longer should Justice request additional
information.
3 BB&K has a full “Transfer Tool Kit” to help guide a local government through the federally mandated process. Visit www.
BBKnowledge.com for a link.
4 47 U.S.C. Sec. 537. The relevant FCC regulation is 47 C.F.R.
Sec. 76.502.
5 In Charter Communs., Inc. v. County of Santa Cruz, 304 F.3d
927, 933 (9th Cir. 2002), the court found that a denial “should be
upheld as long as there is substantial evidence for any one sufficient reason for denial.”
6 It is also helpful if the recovery of such transfer costs apply to
other utility type entities such as gas and electric companies.
7 In re Implementation of Section 621(a)(1), 22 FCC Rcd. 19633
paragraph 11 (2007).
Gerard Lavery Lederer is of counsel in Best Best & Krieger LLP’s Municipal Law practice group in the firm’s Washington,
D.C. office. Prior to joining the firm in 2011, he was an attorney with Miller & Van Eaton, a nationally recognized
telecommunications law firm. BB&K is proud to serve as counsel to numerous WATOA communities. Mr. Lederer also serves
as legislative counsel to TeleCommUnity, a collection of local governments dedicated to ensuring respect for local rights in
federal legislative activity. He is the 2012 NATOA Member of the Year. He can be reached at gerard.lederer@bbklaw.com.
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER PAGE 4 SUMMER 2014
From the
President
The benefits and value of an annual
WATOA membership were never
more evident than at this year’s
Spring Conference held May 1-2,
2014, at Campbell’s Resort in
Chelan, Washington. Nearly 70
participants from Washington,
Oregon, Wisconsin and Colorado
enjoyed all the ingredients of an
informative and valuable training,
not to mention the beautiful setting of Lake Chelan.
Those interested in Policy/Regulatory issues heard
presentations and policy updates on recent decisions made by
the FCC and the newest telecommunications legislation being
considered in Washington DC and Olympia. The session on
cable franchise renewal and a very lively presentation from
the cable companies (Comcast, CenturyLink, Frontier and
WAVE Broadband) gave attendees an updated perspective on
where the video cable industry is heading and, as regulators,
what we need to be preparing for.
The PEG producers heard about the newest and most
efficient technologies and learned more about the process of
moving from standard definition to high definition broadcast.
The seven vendors attending the conference were on hand to
showcase the most current video and lighting equipment, data
storage options, and to answer any questions from attendees.
Regulators also found great value in the information offered
by vendors.
The Storytelling Workshop for PEG producers – a first for a
WATOA conference – proved to be a tremendous learning experience. Facilitated by Bob Throndsen, KOMO 4 News and
Radio, producers had the opportunity to hear and learn from
Chris Jaramillo
a highly experienced and successful veteran who has
seen and done it all. Bob also made time available
for 1:1 sessions. Overall, this presentation was one of
the biggest PEG successes of the conference. Finally,
this was a WATOA conference that offered training to
PEG producers equal to those who manage the cable
policy/regulatory issues!
A post-conference survey sent to all attendees reported
that the overwhelming benefit of attending the WATOA
conference was networking. I agree that there is no better
opportunity than a conference setting to hear about and
share issues with people from around the state, especially
those who share the same cable provider. Keeping current
with telecommunication issues can sometimes seem to be
an impossible task. The purpose of a conference is to get upclose, quick and thorough information. This conference met
all the benchmarks.
WATOA continues to become a stronger and more viable
organization. Membership is inching back to our all time high
levels seen in 2006-2008. Our treasury is healthy and our
relationship with National NATOA continues to be positive
and highly beneficial. With the addition of John Delay from the
City of Spokane, who will be filling Board Position for Region
7, WATOA has a full slate of Board members and officers.
As an organization, we are definitely ready to take on any
challenge that we will be faced with!
Chris Jaramillo serves as the President of WATOA.
In addition, she manages the King County Office of
Cable Communications, servicing cable TV customers
of Comcast and WAVE Broadband in unincorporated
King County.
WATOA’s 2014 Annual Conference was a great success
• There was a 31% increase in attendance from 2013.
• Participants came from all over Washington state; from Vancouver to Bellingham, from Port Orchard to Spokane.
• 93% of survey respondents rated Campbell’s Resort on Lake Chelan as a ‘very good to excellent’ venue.
• 75% rated the conference food services as ‘very good to excellent.’
• Networking with peers and industry experts was most frequently listed as a primary benefit of attending a
WATOA conference.
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER Production
PAGE 5 SUMMER 2014
News
Contributed by Andy Hillier
WATOA Member, TVTacoma, Video Operations Specialist
“artTown” – A collaboration
“Beware what you set your heart upon, for it shall surely be yours.” – Ralph Waldo Emerson
My colleagues at TV Tacoma and I had long discussed the opportunity to produce a program to showcase the eclectic arts
base of Tacoma. The City attracts a broad range of artists because of, amongst other things, an affordable cost of living,
liberal politics and a high appreciation of culture and arts. It was the City’s Arts Program that finally pushed for a show which
they could use to showcase and promote arts and community. For us it was less of a consideration for the community and
economic benefit than just a cool program that people would want to watch.
To make time to produce this and other new programming, the bold decision was made to cancel the 25-year run of “CityScape.”.
“CityScape” was an award-winning magazine program which acted as a catch-all for City related topics including arts and
culture. The program featured four segments each originated, written, shot and edited by a different producer, which led to a
varied range of writing, shooting and editing styles.
“Creativity involves breaking out of established patterns in order to look at things in a different way.” –
Edward de Bono
The strength of “artTown” begins in the production meeting. The meeting consists of five people. Two are representatives from
the Arts Program; two producers from TV Tacoma; and one is a member of the Media and Communications Office. Ideas get
tossed around: themes for shows, who can we get and how can we create a balanced program. It is fun to be around other
creative personalities. Whilst they may have little knowledge of the technical side of television production, they can think
visually and are smart people.
“Alone we can do so little; together we can do so much.” – Helen Keller
The collaborative nature of the program is one of its most pleasurable aspects. Most shoots consist of two people: a
videographer/producer (TV Tacoma) and the interviewer (Arts Program representative). With guidance our interviewers have
learned how to structure their questions and coax responses with which we can work. As some segments require a second
camera (one even requires a third) additional TV Tacoma staff are added as needed. After working solo for many years, it
is a delight to return to team productions; having less pressure to be “everything” allows for more creativity and the product
certainly benefits.
It is standard that the interview is shot first which informs the producer what b-roll will be needed. It also allows the Art Program
representative to depart after the interview while b-roll is filmed. When two or three cameras are used, the collaborative
process is at its best. It might appear indulgent to have two TV Tacoma staff, but with two sets of eyes and minds, the
partnership works efficiently to produce an even more stylized, creative look.
An example of this can be found in Episode Two’s segment about skate culture. It was suggested to the producer that a Dutch
Tilt would work well for the interview. This ultimately ended up driving the style for the whole piece. Another benefit, which
works only with constant communication, is the speed of b-roll collection. Being attuned to the segment’s visual style allows
for one videographer to work on b-roll with the interviewee while the other is grabbing cut-aways and close-ups.
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER PAGE 6 SUMMER 2014
artTown...continued
“The editor is the final author of the film.” – David Lean
This is truly the case on “artTown.” There is never a script, no voice-over and no bridge between segments. Each piece has
to hold up on its own while working in the context of the overall program. The editor has to discover the story behind the
character(s) and this can lengthen the editing time. After a slightly rocky beginning, we have over two episodes worked out a
format for the various segments. With no script, we rely on the interviewee to narrate their story. Fortunately (except for the
approximate minute for Artist in Place segment) we are not restricted to duration but let the segment dictate the length. For
example, the segment artist2artist is a conversation between two artists from the same art form about their art. Prior to the
conversation each artist introduces themselves via a short bio that is shot separately. The conversations can last up to 45
minutes which then needs to be edited down to a more reasonable seven-eight minutes. This is where three cameras are
really useful to facilitate cuts.
Due to time constraints and other work commitments, videographers don’t necessarily edit their own work. Personally I enjoy
working on someone else’s video and it is a great way to learn other’s creative styles. Music, graphics and effects play a large
part in creating the style of “artTown.” With an online subscription to Warner/Chappell Production Music we have a wealth of
quick, searchable music. Most of the graphics and titles are produced in After Effects utilizing added plugins such as a Twitch
by Video Co-Pilot which allows the distinctive frame jumps that can be seen in the title sequence and on a lot of name titles.
“Art is never finished, only abandoned.” – Leonardo da Vinci
Once a segment is completed, it is first reviewed by the other producer for feedback then is shown to the other members of
the team. Changes are made if requested.
For air, there is no set total program duration. As TV Tacoma controls its own scheduling, this causes little problem. For release
on social media, each segment is separated and bookended with an “artTown” bumper. We then post them sporadically over
a course of several weeks to create a continual awareness of the show. We also encourage the artists to promote the show via
their own social media and place links to the segment on their websites. The broad reach of social media is illustrated when
pro skater and musician Mike Vallely linked “artTown” on his Facebook page, receiving hundreds of views from his followers
outside of Tacoma. Try paying for that type of publicity for that demographic!
The show strives to be different from other TV Tacoma programs and hopefully is drawing a younger demographic while
helping to promote a quality of lifestyle that Tacoma offers.
“artTown” can be viewed online at TV Tacoma.com and on the City of Tacoma YouTube Channel
WATOA
The Washington Association of Telecommunications Officers and Advisors
(WATOA) is a professional organization of individuals and organizations serving citizens in the
development, regulation and administration of cable television and other telecommunication systems.
WATOA is the Washington State chapter of its parent organization, NATOA.
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WATOA NEWSLETTER PAGE 7 SUMMER 2014
And the winner is...
Contributed by Jeff Lueders
WATOA Board Member Region 5
Nominations are open for NATOA’s Brian Wilson Award
Each year the NATOA Multi-Media & Programming Committee seeks nominations for the “Brian Wilson Memorial Award For
Programming Excellence”. It is an award that honors those that have made major contributions to government programming
through his/her body of work. What makes this award extra special for WATOA Members is that Brian Wilson, whom the award
is dedicated to, worked very hard in Tacoma prior to taking a job in San Francisco and continuing his strong dedication to PEG
Programming before passing away unexpectedly. This memorial award seeks to honor not only the individual’s production
efforts but the dedication to improving production through the sharing of ideas and concepts with colleagues through NATOA
and Chapters of NATOA to help improve PEG programming across the board.
Past recipients of the award include: Posthumously, Brian Wilson (2004); Kathy Sherman (2005); Bill Suchy (2006); Jennifer
McKinney (2007); Jerry Musial (2008); Posthumously, Kurt Ugland (2009); Jeff Lueders (2010); Keith Reeves (2011); Mark
Kaufman (2012).
The nomination window is once again open for the “Brian Wilson Memorial Award For Programming Excellence” so if you
know someone who is an active member of NATOA and who has contributed through their body of work to, but not limited to:
•
•
•
Development of a community channel
Development of outstanding PEG programming
Served or is serving diverse populations
•
•
Impact on a community or communities
Use of unique ideas for PEG programming and/
or funding
Please submit your nominations today at http://natoa.wufoo.com/forms/the-brian-wilson-award-for-programming-excellence/.
The submission deadline is Wednesday, July 16, 2014.
Need a Scholarship to attend the NATOA Conference?
Also in honor of Brian Wilson, WATOA offers up to two members a scholarship to help attend the annual NATOA Conference.
The scholarship covers the full NATOA conference registration fee! Any WATOA members interested in the scholarship to
attend this year’s NATOA event should submit a statement (100 words or less) of why they should receive the scholarship.
Send submissions to WATOA President Chris Jaramillo at chris.jaramillo@kingcounty.gov. Chris and WATOA Treasurer Dea
Drake make up the selection committee. Deadline for this scholarship is August 15, 2014.
WATOA Goals & Purpose
The Washington Association of Telecommunications Officers and Advisors (WATOA) is a professional organization of
individuals and organizations serving citizens in the development, regulation, and administration of cable television and
other telecommunication systems.
The goals of WATOA are:
•
•
•
•
•
Share information about cable and telecommunications issues and activities affecting local governments;
Improve the administration of cable TV franchises;
Provide technical assistance to members;
Provide a forum for the open and balanced discussion and debate of telecommunications issues;
Communicate with other professional organizations for the overall improvement of telecommunications services
to the public, and to establish an active role in the development of telecommunications policy at the State and
Federal level in a manner consistent with applicable laws.
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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WATOA NEWSLETTER The
President
Secretary
Board
Vice President Past President
TreasurerBoard Member
PAGE 8 SUMMER 2014
Meet your 2014 WATOA Board
The WATOA Board is made up of nine regional
representatives from specific geographical
areas covering the State and five executive
board members. In this edition we will take a
look at our newest board member.
John Delay
Board Member Region 7
John Delay started his career with the City of Spokane in 1988 as a freelancer,
later becoming Director of CityCable 5 in 1997. John manages all aspects of the
facility from programming the channel to advising the City on video technology.
One of the biggest reasons for his lifelong commitment to public service is that
he feels that he really is making a difference providing transparency to the public
process. Another reason, and perhaps more importantly, is that he gets to use his
rudimentary engineering skills to upgrade the facility as technology changes…..
which seems to be every couple of years!
As technology changes, so does programming. With only three people on staff, John’s station maximizes
technology to the fullest extent, producing numerous weekly, monthly and bi-monthly local programs as
well as the standard City meeting coverage. Lately the focus has been finding ways to “multi-purpose”
information for web and social media.
John has a bachelor’s degree in radio-television with a business emphasis from the University of Idaho, in
Moscow. Away from work, John enjoys spending time with his wife, Angela, and three-year-old twins in the
great outdoors – skiing, camping and fly-fishing.
WATOA BOARD
President - Chris Jaramillo, King County, Cable Compliance Officer
Vice President - Linda Seesz, City of University Place, Communications/IT Manager
Past President - Mike Charboneau, City of Richland, Cable Communications Coordinator
Secretary - Megan Hutton, Pierce County TV, Producer
Treasurer - Dea Drake, City of Kent, Multimedia Manager
Region 1 - Mark Somers, City of Everett, TV Station Manager
Region 2 - Brenda Cooper, City of Kirkland, Chief Information Officer
Region 3 - George Geyer, Kitsap County, Voice, Video and Infrastructure Systems Engineer
Region 4 - Jim Demmon, City of Vancouver, Cable Television Manager
Region 5 - Jeff Lueders, City of Tacoma, Cable Communications Franchise Manager
Region 6 - Randy Beehler, City of Yakima, Communications Manager
Region 7 - John Delay, City of Spokane, CityCable 5 Director
Region 8 - Jon Funfar, City of Pasco, Communication Specialist
Region 9 - Judy Devall, Mid-Valley TV/Toppenish, Community TV Manager
WASHINGTON ASSOCIATION OF TELECOMMUNICATIONS OFFICERS AND ADVISORS
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