I agree. But what I would ask, since there are representatives here, can we them agree to give us the information?
I think we'll try to accomplish that before the end of the hearing today. I'm not the Chair of the Committee, but I'm sure that we all want to make sure that you're adequately prepared to represent your client.
Thank you for your testimony. Any questions from Members of the Committee?
Not for this witness, Mr. Chairman. 112 01/26/05 - PUBLIC PROPERTY - BILL 041071
Can I ask John Fogarty, are you going to make this information available to Mr. DeBunda?
Yes. I think one of the other attorneys in our office responded to Mr. DeBunda and advised him Time Warner has no 13 direct relationship with PhilaComm. Our relationship and our agreement is with the Inner City entities, and we advised them that it was appropriate for them to obtain that information from the people with whom they had a relationship. I believe that's why he'd had the conversations with Mr. Holder who represents Inner City. We do not believe it's our place to insert ourselves in that relationship to which we are not a party.
For the record, this is 113 01/26/05 - PUBLIC PROPERTY - BILL 041071 Eric Holder again. I heard what Mr. DeBunda said. We have certainly endeavored to get to him the materials that he has requested. In fact, I would like to make a part of the record a letter that was sent to him dated January the 24th. It's entitled "Requested Materials." It's to Mr. DeBunda and signed by my colleague Murad Kalam that details the information that we did convey to him. There are, I will admit, other items I believe that Mr. DeBunda wants access to, and we'll certainly work to get those materials to him. But I would not like the record to reflect what I think it presently reflects that all requests that have been made of us have not been complied with. As I said, the materials that were sent to him are fairly substantial and delineated in the letter that we have sent to him along with an index of the materials that were sent to Mr. DeBunda.
May I comment? I just want to comment that yesterday I received two binders from Mr. Holder. 114 01/26/05 - PUBLIC PROPERTY - BILL 041071
Sal DeBunda. I received two binders yesterday from Mr. Holder's office. They are copies of the original 1999 documents. I got them yesterday morning. I have not, because I've been preparing for other things, been able to review those, but I did get them yesterday morning. But the thing I was talking about, I still requested copies of the response by Time Warner to the City's request for information. I have not received that. I have not received any of the backup material. I have not received any of the material in that binder you got today. So I have now received through conversations with Mr. Holder -- I want to make that clear -- yesterday morning copies about this high of documents that had to do with the original transaction in 1999. But I still have not gotten copies pursuant to my request to get copies of everything in connection with this transfer request so we 115 01/26/05 - PUBLIC PROPERTY - BILL 041071 can comment and all correspondence going back and forth. It was mentioned this morning of Counsel writing a letter, for example, suggesting that there were preserving rights with respect to running of the 120-day period, even though my clients are parties to this transaction in a sense, we have not received a copy of that.
Have you submitted a written request to the City of Philadelphia for information with respect to that?
From the City Solicitor's Office, not the Sutton from Inner City. And I had a telephone conversation in which he said they were still reviewing whether or not they could give me the information and that therefore I should contact either Time Warner or Inner City to request the information, which I did. 116 01/26/05 - PUBLIC PROPERTY - BILL 041071
Why don't you do this. Why don't you forward that request to this Committee, the Chair of the Committee and the Members, and we will then subsequently refer that to the City Solicitor's Office or the appropriate department as it relates to this particular hearing and these particular proceedings.
I appreciate that. But again, I want to be clear, we would like to participate in these hearings, but we're not able to until we get it somewhere.
I understand. I don't think we're going to have a vote on this today. Am I correct, Councilman?
But my point is if you schedule it two weeks from now and we don't have it, I'm going to be back here making the same request.
As sooner you get us the request, the sooner we're able to --
You'll have it 117 01/26/05 - PUBLIC PROPERTY - BILL 041071 tomorrow. Thank you.
Just so the record is clear. We will endeavor to get the materials to Mr. DeBunda that he request that we possess, but I think just so that we understand framework in which we operate, we labored under perhaps the misapprehension that the materials that were requested of us were in the possession of the people who ran PhilaComm. They had equal access to these materials. It was not until actually I spoke to Mr. DeBunda, I guess a few days ago, when he indicated that he had searched in Mr. Kernodle's files and other files and they did not find these materials. It was at that point I became convinced that, in fact, that was the case, and we have tried since then -- and there's only been, I guess, yesterday that the letter was sent -- to try to get the materials to him. We'll do what we can to get the materials, as I said, that we possess and that request to him. There may be some materials that he will request from us that we think are not appropriate for this hearing, 118 01/26/05 - PUBLIC PROPERTY - BILL 041071 but we'll try to work it out.
If I may comment on that. Mr. Fogarty's comment was interesting in the since that this is really Time Warner's request for consent and he said Inner City should be giving us the information. Well, if Time Warner has the information, I don't see why they can't give it to us also, because it's really Time Warner's request for a transfer that's going on here, not Inner City's request for a transfer.
If I could respond. I think the request and the Form 394 which is the federal form that's submitted in connection with cable franchise transfers is signed and submitted by both the transferor and transferee. And transferor here is the Inner City Broadcasting entities who are selling their partnership interest, and we are the transferee of that partnership interest, so it is a joint application to the City, not strictly a Time Warner application.
For the record, this is Eric Holder again. We will get those 119 01/26/05 - PUBLIC PROPERTY - BILL 041071 materials whatever the responsibility is if we possess them and we think they're appropriately given to Mr. DeBunda, we'll get them to him.
Mr. Chairman, I think we have all learned a great lesson here this afternoon, which is to understand better why the two gentlemen at the witness table get paid the big bucks. They have put on a professorial display of great advocacy for their clients and their legal acumen. Gentlemen, regardless of who is the transferor or the transferee, who's making the application or anything else, you're both with us here today. We're trying to move through a process. What I'm going to ask is, with the two of you at the table, as you are somewhat joined at the hip in the transaction, will you in fact cooperate together in the transmittal of documents either made by your investors -- you've obviously responded to any request that 120 01/26/05 - PUBLIC PROPERTY - BILL 041071 I've made, and I'm not an investor. Will you at least agree with us here today in respect of the Committee's process that whatever the request is, other than if there's some legal reason or proprietary information or something like that, although if they're investors it would seem to me that they would have access to virtually everything as investors, can we just agree that you'll transmit the information and not have us go in circles about who talked to who, who's connected to who, who's related to who or anything else? We're trying to move through a process and recapture our lives. Will you just turn over the information that's requested?
Certainly we'll make information available. We would prefer that -- and I think it's easier that if the request go through Mr. Holder and if there's any information that he doesn't have which we have, we will get it to him promptly so he can transmit it.
You'll work through it. But Mr. Fogarty, look, not 121 01/26/05 - PUBLIC PROPERTY - BILL 041071 withstanding the legal relationships, it's clearly been established by numerous conversations in your own chart, Time Warner Urban Cable Works of Philadelphia operates the system, not Inner City; isn't that right?
The people who are at the table work for Time Warner, not Inner City. So information about revenues, expenses, penetration rates, investments in the system and all of that is all information within the realm of Time Warner because you're spending the money, you know where every dime goes, right?
Thank you. You have all the information. Let's transfer the documents. We have serious and important business to do here. I don't want to get caught in a document trap, who has what and 122 01/26/05 - PUBLIC PROPERTY - BILL 041071 everybody gets to point a finger at somebody else. Can you just transmit the information so we can continue with our hearing? How long is it going to take to respond to the request?
I can't answer because I don't know what those requests are. That's why I thought it would be best and frankly the easiest and fastest way to make sure that Mr. DeBunda gets the information that he wants if he continues his discussions with Mr. Holder. He knows what information has been transmitted already. I have absolutely no idea what he's asked for or what he's gotten so far. But to the extent that they don't have it and we do, we will make sure he gets it.
To the extent that you can make yourself a little more knowledgeable about this, just give a little more -- I know you're very busy. Give a little more time and attention to these particular items so that we can move through, the Chair can reschedule a hearing in a timely fashion. 123 01/26/05 - PUBLIC PROPERTY - BILL 041071 I mean, on the one hand, you want to move through the process and you want to conclude your transactions as quickly as possible. We're trying to have as much information so we can do our jobs. You've got an entity who is an investor that's trying to do what they're trying to. And we're just trying to move through this. We don't have time.
Right. I think we're agreeing. We want to get them the information as quickly as possible. What we will commit is that Mr. Holder and I will work together to get them the information as quickly as possible.
You've got a big binder. You sent me a binder. You can get them everything they probably need within a few days, fair?
Again, it's hard for me to answer. I don't know what they asked for, but certainly what we gave you we can get 124 01/26/05 - PUBLIC PROPERTY - BILL 041071 to them, yes.
The answer is the information we gave you -- I just don't know what information they requested so it's hard for me to say we'll get them everything they've asked for.
But your earlier statement was you think they should go through Inner City. If Mr. Holder representing Inner City says yes, then you should say yes.
I'll take the responsibility for making sure that we get those materials to Mr. DeBunda and I'll interact with Mr. Fogarty to get from him those things we don't have. I'll take responsibility for that.
I'd like love to go to some of your meetings. It must be a hell of an operation down there, just trying to move through this. Thank you, Mr. Chairman.
Thank you, 125 01/26/05 - PUBLIC PROPERTY - BILL 041071 Councilman Nutter. Councilman Rizzo.
Thank you, Mr. Chairman. I'm equally amazed. You really want this deal to happen, don't you? You want to get this over with and get the transfer done. We don't particularly like -- at least I'm a member of this Committee. I would have like to have this all done today, walk out of here, not have to reschedule. We have a tremendous schedule with hearings. If this cooperation would have occurred and this all worked out, you would have worked out of here with probably a done deal today. But because of the attitude, it isn't a done deal. Now you've got to wait two weeks. You would have liked to have had this all done today, right?
Obviously, we'd prefer to get this done as quickly as possible, sure.
Well, it doesn't appear, just me sitting here listening, that that is really what you want because I can't imagine that Councilman Nutter had to pull that out of you. An person that wants a deal 126 01/26/05 - PUBLIC PROPERTY - BILL 041071 done and then telling me, again as a member of the Committee, that you don't you know -- you know what they want they want. They want the information that they need to understand the transaction. Again, I think I don't want to beat a dead horse, but it to me sounds like if you want person deal and you want to get it done, cooperate; because my time is valuable and so is yours.
I don't mean to be argumentative, but I do have to say I don't know the extent of the information that -- Mr. DeBunda's dealings have been with Mr. Holder. I haven't been a party to them.
I think, though, if I were on your side of the aisle that I would have made sure that today this was going to be kind of a painless hearing to get this accomplished, that everybody was aware of -- you should have been aware that he wasn't communicated with well enough to -- and I'm not here to lecture you -- move forward. That, to me, should have been a red flag to you that you had a problem today and that this 127 01/26/05 - PUBLIC PROPERTY - BILL 041071 was not going to sail. End of my statement here. I mean, I've sat through a lot of these hearings. Boy, for an attorney and an organization that wants to make something happen, you didn't do what you needed to do to make the happen. Thank you.
Councilman, I don't want to make a horse any deader than he is, but in defense of Time Warner and Mr. Fogarty, the request did come to us. And as I said, I will take the responsibility for making sure that whatever the source, that the material gets to Mr. DeBunda. The request did not go to him. So I think that Mr. Fogarty is correct when he says he didn't have the request in front of him to the extent that perhaps that we did. I think that's all behind us.
I think we should quit while we're ahead. We've got a commitment by the gentleman to get the 128 01/26/05 - PUBLIC PROPERTY - BILL 041071 information. They've agreed to work together. I'm assuming that they have a clear understanding of what -- at least one of the parties has a clear understanding of what's required. The other party has expressed an interest to participate in that process will get you the information.
I just want to correct the record. I did write to both of them separately so that Mr. Fogarty's office was written to separately specifically requesting the information. He then passed the ball over to Inner City. But in my letter, there was a long list of things that I asked for, so his office should know exactly what I was asking for. That's all I wanted.
That is in fact in the record now. Any other questions from Members of the Committee for these witnesses? (No response.)
There being none, thank you very much, gentlemen. Anyone else to testify on this 129 01/26/05 - PUBLIC PROPERTY - BILL 041071 particular bill? (No response.)
There being none, at the request of the sponsor, Bill No. 6 041071 will be held in Committee. This concludes the public hearing. Thank you all very much. The hearing will be recessed until Thursday, February 17th at 1:00 p.m. Thank you very much for your time. This concludes the public hearing of the Committee on Public Property and Public Works. Thank you. (Council adjourned at 1:35 p.m.) - - - - 130 C E R T I F I C A T I O N I HEREBY CERTIFY that the foregoing proceedings of the Council of the City of Philadelphia of Wednesday, January 26, 2005, were reported fully and accurately by me, and that this is a correct transcript of the same. RE: COMMITTEE ON PUBLIC PROPERTY AND PUBLIC WORKS _________________________ Lisa C. Bradley, RPR