00-29Council File # 00 — a9
Green Sheet # (0�3�9.
RESOLUTION �
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To Committee: Date
n^
1 WHEREAS, the City of Saint Paul has granted a non-exclusive cable franchise to MediaOne of St. Paul, Inc.
2("Grantee"), to provide cable service in the City, which was issued on May 27, 1998 and effective July 31, 1998,
3(the "Franchise"), which Franchise is, as set forth therein, subject to Chapter 430 of the St. Paul Legislative
4 Code ("Ordinance");and
6
7
8
9
10
11
12
13
14
15
16
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delawaze, Ina ("MediaOne-Del."),
which in turn is wholly owned and controlled by MediaOne of Colorado Inc., which company is not involved
directly or indirectly in the management or operation of Grantee, which in turn is wholly-owned and controlled
by MediaOne Group, Inc. ("MediaOne"); and
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as U S WEST)
are signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998 Transfer AgreemenP') by and
between the City, Continental Cablevision of St. Paul, Inc., MediaOne of Delaware, Inc., and US West, Inc.; and
Grantee is pariy to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 1997 as
amended by the Franchise Documents (collectively the Ordinance, the Franchise, and a11 documents
incorporated, attached to or referenced therein, and including the 1998 Transfer Agreement and the Corrective
Plan Agreement and Corrective Plan aze referred to as the "Franchise Documents"); and
17 WHEREAS, MediaOne is guarantor of Grantee's obligations; and
18 WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Metear Acquisition, Inc.
19 ("Meteor"), and MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
20 into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the transactions
21 contemplated by the Merger Agreement (the "Transactions"), Meteor will become the corporate successor to
22 MediaOne; and
23 WHEREAS, MediaOne Group, Inc. filed FCC Form 394 with the City on July 20, 1999, requesting the
24 consent of the City to a transfer of corporate control of MediaOne Group, Inc. to AT&T Corp; and
25 WHEREAS, Upon closing of the Transacrions, control of MediaOne-Del, will change from MediaOne to
26 Meteor, and Meteor in turn will be wholly owned and controlled by AT&T (the "Change of Control"); and
27 WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
28 WI�EREAS, the City has determined that it is not in the public interest to approve the Change of Control unless
29 certain conditions are satisfied, including the execution of this Agreement, and MediaOne-Del, MediaOne,
30 Grantee, Meteor and AT&T (collectively, the "AT&T Parties") aze willing to satisfy those conditions, which
31 conditions aze set out in an Agreement attached hereto.
00 -a°i
1 WHEREAS, among other things, there are outstanding issues as to franchise compliance, and under the
2 Franchise Documents, non-compliance provides a ground for denial of a Change of Control request; and
3 WHEREAS, the Agreement, negotiated with City staff, and executed by authorized representatives of the
4 ttausfer parties, provides remedies for the customer service performance issues and provides that the City will
5 withdraw the August 24, 1999 I�iotice of Violation regarding customer service issues; and
6
7 WHEREAS, the Agreement contains other representations, wananties and agreements by the transfer parties
8 that resolve transfer issues and provides indemnities to the City regazding its approval af the change of control;
9 now, therefore, be it
10 RESOLVED, that the Change of Control &om MediaOne to Meteor and AT&T is approved, provided that the
11 attached agreement becomes effective, and is fully enforceable in accordance with its terms.
12 RESOLVED, that the Change of Control is denied as of this date if the attached agreement does not become
13 effective, or if it is not fully enforceable in accordance with its terms.
14 RESOLVED, that the Mayor and Director of Technology and Management Services are hereby authorized to
15 execute the aforementioned Agreement and that stafFbe and hereby is directed to draft the appropriate ordinance
16 amendments for submission for Council consideration.
17
18
19
2�
21
22
23
24
25
26
27
28
29 Adopted by Council:
3� Adoption Certified by
Date co
\
Counc' Secretary
31 sY: �, �—. � ,�...�.,,_
32 Approved by Mayor: Date �/�}„ r��
33 sy: ✓l
34
35
�
Requested by Department of:
Technolo & ➢a na em nt Services
By: � � � ; �
Pe er Hames, Director
Approval Recommended by:
Deoartment of Financial Services
By:
Joe Reid, Budget Director
Form ro ed by City Attorney
By:
Approved by Mayor for Submission to
Council:
By:
Oo•��
GREEfV SHEET
�.,��
TOTAL # OF SIGNATURE PAGES
No 1 ���?9
��.
FOR � CIYAiIOpEY � CIYCIYK
❑ iW/1N1t�fICiICO➢OL ❑ }�IRIYI'JLLiFRiIKttO
❑ WYOR(ORAiCifAM� ❑
(CUP ALL LOCATIONS FOR SIGNATUR�
Resolution approving the change of contxol of the Saint Paul Cable Franchise from MediaOne
to Meteor and AT&T.
a
PLANNING COMMISSION
CIB COMMITfEE
CNIL SERVICE CAMMISSION
Has tnic a��rm exr qarxed urMCr a conUaa tormis depa�fine�'J
vES NO
Has mis vwsoNfirm eVer tcen a atY emPbYee7
YES NO
Does tAis Pa��rm 0� a sldll rwt norma�y'P�sesseE M anY arrent citY emWoyee4
YES NO
�s mR a��m a �ea.eomn
rES wo
� aH ves ansv.ers an seoaiate aneet ana attsch w nreen she�
COSTrttEVENUE BUDOETED (CIRCLE ONE)
SOURCE
ACTNRY NUMBER
rEE NO
iNwrs�ana+�exawM
��cJ �J �rs;�,�
• i � '
AGREEMENT
DATED JANUARY 12, 2000
THE CITY OF ST. PAIJL, MINNESOTA ("CITY"), MEDIAONE OF ST. PAUL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, INC. ("MEDIAONE"), METEOR ACQiTISITION, INC. (METEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS:
WHEREAS, Grantee holds a franchise to provide cable service in the City, which was issued on
May 27, 1998 and effective July 31, 1998, (the "Franchise"), which Franchise is, as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinance");
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delaware, Inc.
("MediaOne-Del."), which in turn is wholly owned and controlled by MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne
(as U S WEST) aze signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998
Transfer Agreement") by and between the C3ty, Continental Cablevision of St. Paul, Inc.,
MediaOne of Delaware, Inc., and US West, Inc.; and Grantee is parry to that certain Corrective
Plan Agreement and Corrective Plan, dated December 22, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchise, and all documents incorporated, attached
to or referenced therein, and including the 1998 Transfer Agreement and the Corrective Plan
Agreement and Corrective Plan are referred to as the "Franchise Documents"); and
WHEREAS, MediaOne is guazantor of Grantee's obligations; and
WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the
transactions contemplated by the Merger Agreement (the "Transactions"), Meteor will become
the corporate successor to MediaOne; and
WHEREAS, Upon closing of the Transacfions, control of MediaOne-Del, which wholly owns
Grantee, wiil change from MediaOne to Meteor, and Meteor in turn will be wholly owned and
controlled by AT&T (the "Change of Control"); and
WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
WHEREAS, Grantee has requested consent by the City to the Change of Control; and
WHEREAS, the City has determined that it is not in the public interest to approve the Change of
s• .-
Controi unless certain conditions aze satisfied, including the execution of this Agreement, and
MediaOne-Del, MediaOne, Grantee, Meteor and AT&T (collectively, the "AT&T Parties") are
willing to satisfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AI3D THE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CHANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the following agreements:
1.1 AcceQtance — Crrantee hereby agrees that it continues to accept, acknowledge, and
agree to be bound by all of its commitments, duties and obligations, present, continuing and
future as set forth in the Franchise Documents.
1.2 Assumution of Obli�ations — Grantee agrees that as between itself and the City
neither the Change of Control nor the City's approval of the Change of Control shall in any
respect relieve Grantee of responsibility for past acts or omissions, known or unknown except as
set forth herein; and Grantee hereby reaffirms that it shall be liable for, and accepts the
consequences of, any such acts and omissions, known and unknown, including liability for any
and all previously accrued but wifulfilled obligations to the City under the Franchise Documents
and applicable law, for all purposes. MediaOne-Del agrees that as beriveen itself and the City
neither the Change of Control nor the City's approval of the Change of Control sha11 in any
respect relieve MediaOne-Del of responsibility for past acts or omissions, known or uuknown
under the 1998 Transfer Agreement, and reafFums that it shall remain liable for, and accepts the
consequences of, any acts and omissions, known and unknown, including liabiliry for any and all
previously accrued but unfulfilled obligafions to the City under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions sha11 assume a11 obligations and liabilities of
MediaOne under the 1998 Transfer Agreement, and assume responsibilities for past acts and
omissions of MediaOne thereunder, known and unknown. AT&T agrees that from and after the
Change of Control, it will exercise its control to the extent possible to cause Meteor, MediaOne-
Del and Grantee to comply with their respective obiigations under this Agreement and the
Franchise Documents.
1.3 Conflictin� Provisions Disallowed — The City, by its consent to the Change of
Control, is not approving or endorsing the terms of any document related to the Transacfions,
othex than those executed by the City. Without limiting the foregoing, to the extent there is a
conflict between (1) the terms and conditions of this Agreement and the Franchise Documents;
and (2) any contract (other than a contract with the City) related to the Transactions, or any
contract that may afFect St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter shall be expressly subordinate to the terms and conditions of the former.
1.4 City's Reliance Unon Comaanies' Representations — The AT&T Parties each
acknowledge and agree that: the City's consent to the Change of Control is made in reliance upon
flo -a9
the representations, documents, and information provided by them in connection with the request
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representations and warranties it makes (including any it makes
joinfly), wtrich representations and warranties include the following:
1.4.1 The AT&T Parties represent and wazrant that they understand that St.
Paul is only approving the Transactions set forth in the Attachment 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connecflon with the Transacrions
or not, and any agreement or option that would pernut a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transactions will not in
any respect reduce the level of customer service in St. Paul, either by reducing the number of
customer service representatives, technicians or technical managers serving St. Paul, or by
consolidating the St. Paul customer service operations with other customer service operations.
1.4.3 The AT&T Parties agree that any costs associated with complying with
this Transfer Agreement, or any amendments to the Franchise Documents that result from tlus
Agreement are not external costs for purposes of rates to St. Paul subscribers and shall not result
in rate increases to subscribers. The AT&T Parties further stipulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable increase in good will, intangibles or
tangible assets of the cable system serving St. Paul, above the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties represent and warrant the Change of Control will not
negatively affect access by the City to documents relating to the System.
1.4.5. (a) The AT&T Parties fiu�ther represent and warrant that no further
changes to the Franchise Documents aze required under current conditions, or will be required as
a result of the Transactions; provided that, Grantee does not give up any right it may have to
seek modification if there is a material change in current conditions.
(b) The AT&T Parties fiu�ther represent and warrant that their ability to
comply with any of their respective obligations under the Franchise Documents and this
Agreement is not based on the assumption that the AT&T Parties will be permitted to provide
services other than those authorized by the Franchise Documents. This provision sha11 not be
construed to imply that the City does or does not have any regulatory authority or jurisdiction
over any services other than those authorized by the Franchise Documents.
1.4.6 Each of the AT&T Parties each hereby represent and warrant that (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any contract or agreement to which it is a party or by which it or any of its
properties may be bound (nor wouid such execution and delivery constitute such a default with
the passage of time or the giving of notice or both), and does not violate or contravene any law,
order, decree, ru1e, regulation or restriction to which it is subject (b) it is duly organized, legally
o� -a9
eatisting and in good standing under the ]aws of the states of its respective organization; (c) the
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, ttris Agreement is within its respective power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and aze
not in contravention of its respective charters, bylaws, or other organi�ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement — Grantee sha11 pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection with that
review, which payment shall be deemed to satisfy any obligations under Section 113 of the
Franchise or any other payment obligations any other AT&T Party might have in connection with
the review of the application for approval of the Change of Control. The payment shall be due
within thirty (30) business days after the effective date of a resolution approving the Change of
Controi, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv — Each of the AT&T Parties agrees that, from
and after the consumulation of the Transactions, it will not take any action inconsistent with the
promises contained in the Franchise Documents. Meteor agrees that it will provide a parent
company guaranty in a forxn substantially similaz to Attachment 7, prior to the date of the
Change of Control, guarantee to become effective at the time of the Change of Control; provided
that, if acceptable to the City Attorney, Meteor, as successor to MediaOne's obligations, may in
lieu of issuing a new guarantee, affirm in a form acceptable to the Ciry Attorney that it will be the
guarantor under the guaranty.
1.7 Franchise Amendments — The Grantee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necessary to effectuate the Change of Control or this
Agreement.
1.8 Sunset — In the event the Transactions do not close by December 31, 2000, or
close on terms that are in any material respect different from the terms disclosed to the City in
writing prior to the date of this Agreement, then the City's approval of the Change of Control
shall be void, and the Change of Control approval request deemed timely denied.
1.9 Other Conditions — Prior to the Closing of the Transactions, all payments
required under this Agreement, and all guarantees required must haue been delivered and
accepted by the City, except as otherwise set forth in this Agreement. Prior to the Closing of the
Transacrions, all required insurance, bonds and letters of credit must have been obtained and
proof of the same must be provided to the City, to the extent that the Change of Control may
change or affect the same held by Grantee as of the date of this Agreement.
SECTION TWO. CU5TOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received by CTrantee on August 25, 1999, the City notified Grantee of alleged violations
of various customer service standards required by Article II, Sec6on 208(a) of the Franchise, for
� o _ a`f
periods specified in the letter. By letter dated September 2, 1999 Grantee timely notified City of
its dispute of such violation norice. As complete settlement and mutual release of all claims
regarding the violations specified in the notice through December 31, 1949, the City and Grantee
make the following agreements:
2.1 Customer Letter and Compensarion — No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customer the right to a free Pay-Per-View movie of the customer's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estunated to be approximateiy $4.00). The customer letter will acknowledge the role of the City
in resolution of this matter. Arrangements will be made to accommodate any customer who does
not ordinarily have an addressable converter and, as such, cannot rou6nely take advantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View movie without any
additional expense or obligation in any form. The letter must provide customers at least six
months to take advantage of the free movie offer. The letter may not link the free movie to any
other promotion.
23 Notice of Violation — The City agrees that it will withdraw the August 24, 1999
Notice of Violation. The withdrawal of the notice does not mean that the City agrees that the
Grantee was in compliance with the customer service standards for that period; instead, the
withdrawal is part of this settlement of customer service issues raised in the Notice and is in
retum for the Grantee's agreements under this Section 2.
2.3 Performance levels — Disputes as to how the certain customer service
standards of the Franchise Documents are to be interpreted from and after January 1,
2000 are resolved as described in this section 2.3-2.4. Several of St. Paul's customer
service standards are idenfical to or incorporate minimum customer service standards
established by the FCC. By agreeing to the measurements for determining compliance as
set out in sections 2.3-2.4, the parties aze not agreeing that the measurements represent
the proper interpretations of the FCC rules; rather, the pariies aze agreeing as part of an
overall settiement that these measurements shall be used in determining whether Grantee
has met its customer service obligations under existing customer service standards.
Further, this Agreement is an agreement as to how existing customer service standards
are to be applied. This Agreement does not alter the City's authority under its police
powers, or under applicable law. The City may change or repeal customer service
standards, adopt different or additional customer service standazds, and may require
Crrantee to comply and to demonstrate compliance with the standazds the City adopts;
except that the City agrees to use the measures described in Secfion 2.4 to measure
compliance with the telephone transfer time standazd and the busy signal standazd until at
ieast September 30, 2000. Tlus provision is not intended to permit the City to adopt
customer service standards preempted by state or federal law.
23.1. Under the federal customer service standazds incorporated into the
Franchise Docuznents, standard installaUons are to be performed within seven (7) business days.
oa-a�
Under normal operating conditions,this standard must be satisfied no less than 95% of the tune
measured on a quarterly basis. The phrase "of the tnne" will be interpreted to refer to the number
of standard installations requested in the City, so that if 100 persons request service requiring an
installation, at least 95 of those instailations must be scheduled and completed within seven
business days unless otherwise initially requested by the customer.
23.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint promptly and in no event later than 24 hours after the problem becomes
known. C,rantee must resolve service complaints within three days.
2.3.3. Under the federal customer service standards incorporated into the
Franchise Documents, certain customer service standards apply only under "normal operating
conditions." Generally, the term sha11 be interpreted as defined in the FCC rules; but
notwithstanding how the FCC may interpret the term, upgrades, rebuilds, plant or facilities
construction or replacement (including but not limited to moving, adding or eliminating
facilities, or changing addresses), additions, deletions or changes in equipment (including
Grantee's telephone systems, computer systems, record-keeping systems) or employees, or
changes in operating or management procedures, consolidations, transfers, corporate mergers,
reorganizations, roll-out of services, price and service changes or any combination of the above
will be deemed to be "normal operating conditions."
23.4 Grantee shall, in addition to its other obligations under the Franchise
Documents, install such equipment, implement procedures and maintain such records and
prepare such reports as aze necessary to show Grantee's compliance with each and every
customer service standard.
2.4 Resolufion of Certain Disputes As To Telephone Answering Standards. The
reports and procedures specified in this Section 2.4 will be utilized to demonstrate compliance
with telephone standards described below through September 30, 2000. After that date, those
reports and procedures will continue to be utilized until (a) 30 days after Crrantee gives written
notice that the reports and procedures shall not apply; or (b) the City implements different
telephone answering standards, or different reports and procedures for complying with the
existing telephone answering standards. Prior to September 3Q 2000, the City and Grantee will
meet to discuss whether to continue to utilize the reports and procedures, or whether altemative
reports and procedures should be used.
2.4.1. Under the federal customer service standazds incorporated into the
Franchise Documents, telephone transfer rime to a customer service representative may not
exceed 30 seconds, and this standard must be met 90% of the time under normal operating
conditions on a quarterly basis. Within 10 business days of the end of the each month, Grantee
shall submit a report endUed "Telephone Service Factor," ("TSF") in substantially the form in
Attachment 2 and a report enfitled "Average Speed of Answer" ("ASA") in substantially the
form in Attachment 3. If Grantee properly prepares the reports, and (a) the ASA Report shows
that the average answer time was 45 seconds or less; and (b) the TSF Report shows that the
telephone service factor was 80 per cent or higher (these standards are referred to as the
�a -a�
"Preliminary Standards"), Grantee will be deemed to be in compliance with its customer service
obligafion to transfer calls within 30 seconds 90% of the time under normal opera#ing conditions.
2.4.2. If there is any month in a calendar quarter in which the Preliminary
Standards aze not satisfied, Grantee shall prepaze and submit a Detailed Log Report in
substantially the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to
identify those cails received during periods that were not normal operating conditions, to
determine whether the telephone transfer measure has been satisfied. The DLR will include
summary data showing (a) the total number of ca11s received in the reporting period; the total
number of calls received during normal operating conditions; and (b) the total number of half-
hour intervals during the reporting period; the total number of half-hour intervals where normal
operating conditions applied; and the percentage of half-hour intervals where calls were
transfened and answered within 30 seconds during normal operazing conditions. If the report,
properly prepazed, shows that: counring only periods of normal operating conditions, during 90%
of the time periods in the quarter, the average speed of answer was 30 seconds or less, Grantee
will be deemed to be in compliance with its customer service transfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee will, upon written request from the
Cable Communications Officer promptly pay liquidated damages to the Ciry for violaring the
standard for the quarter covered by the quarterly DLR, by a date specified by the Cable
Communications Officer. Nothing in this Section 2.4 prevents the City from contesring
Grantee's classification of particulaz time periods as involving "normal" or "abnormal" operating
conditions. Attachment 4 shows time periods classified as "abnorxnal" by Grantee, but the
inclusion of this attachment is to provide an example of the proper form for the report. The
parties have not agreed that the periods that were treated as"abnormal" in the example report
were in fact properly so classified, or agreed on procedures for determining whether a period
reflects normal ar abnormal conditions.
2.43. Under the federal customer service standards incorporated into the
Franchise Documents, a caller must receive a busy signalless than three per cent of the time
during normal operating conditions. Within 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" ("ATB") Report, in substantially the form in Attachment 5,
Within 20 business days of the end of each calendar quarter, Grantee will prepare a consolidated
ATB Report. If Grantee properly prepares the quarteriy report, and the quarterly report shows
that a11 trunks were busy less than three per cent of the time during the quarter, Grantee will be
deemed to be in compliance with its "busy signal" customer service obligation. If not, Grantee
will be deemed to be out of compliance and Grantee will, upon written request from the Cable
Communications Officer, promptly pay liquidated damages to the City for violafing the standard
during the quarter covered by the quarterly report, by a date specified by the Cable
Communications Officer.
2.4.4. Each of the reports prepazed under Section 2.4.1-2.43 will reflect only the
calls from and resources dedicated to customer service for the Twin Cities Metropolitan Area, as
defined by the United States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
/
i• .
2.4.5. In determining whether a particular outage event constitutes a normal
operafing condition for purposes of preparing the Attachment 4 report, Cnantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepare the ASA will measure the average elapsed time
from when a customer makes a selecfion on a phone system menu to the time when the phone is
answered by a Customer Caze Professional ("CCP") (if the CCP can answer the phone but put
the customer on hold to handle other calls, the wait 6me should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent of total calls
that were transferred and answered within 30 seconds (if the CCP can answer the telephone but
put the customer on hold to handle other calls, the wait rime shouid be included in determining
whether the 30-second standard is met).
2.4.8. The ATB measures the percentage of time (measured in one-second
increments) that all hvnks coming into the call center that are available for calls from the
Metropolitaxi Area are in use.
2.5 Resulution of Disputes as To Liquidated Damag�es — In resolution of the
disputes as to application of the liquidated damages provisions of the Franchise, the parties agree
as follows:
2.5.1. Liquidated damages accrue on breach, and the City need not provide
opportunity to cure prior to imposing or collecting liquidated damages. Provided that, before
imposing or collecting liquidated damages, the City must provide the Grantee the opportunity to
appear before the City and to show cause why liquidated damages should not be imposed or
collected except that, no such opportunity is required for liquidated damages as described in
Section 2.4.1-2.43.
2.5.2. With respect to customer service standards where compliance is measured
over a period of time and on a group rather than individuai basis (as is the case with telephone
answering time response), the parties agree that the Franchise Documents shall be interpreted to
provide that for each standard violated, for each day of the period during which Grantee was out
of compliance, Grantee will owe $200 (in 1997 dollars). By way of example and not limitation,
if Grantee failed to satisfy telephone transfer rime standazds far a single quarter, the Grantee
would owe $200(in 1997 dollars) x(the number of days in the applicable period); if Grantee also
violated the installation standard during the quarter, Grantee would owe an additional $200 (in
1997 dollars) x(the number of days in the applicable period).
2.53. Each distinct standazd with respect to customer service is treated as a
separate standard. By way of example, and not limitation, the telephone transfer time
requirements aze distinct from franchisee's obligarions with respect to busy signals.
8
�ia -�`�
7.3. Re�resentations and Warranties Material — Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warranty proves to be unhue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Grantee agrees to comply with all lawful Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obligations,
claims, defenses or remedies regazding the authority of the City to impose requirements in the
future. Except that, notwithstanding the foregoing sentence, after providing notice and
reasonabie oppornuuty to be heazd and present information on the subject matter of the findings
and the subject matter of the requirement to be considered by the City the City may impose an
access requirement later if an access condition could have been lawfully unilaterally established
as a condition in connection with the review of the Transactions. Costs associated with
Grantee's implementation of any such requirement shali not be subyect to the provisions of
Section 1.43 of this Agreement relating to external costs, but neither is the City conceding that
any costs would be external costs.
SECTION EIGHT. BINDING AGREEMENT. This Agreement shall bind and benefit the
parties hereto and their respective heirs, beneficiaries, administrators, executor, receivers,
trustees, successors and assigns; the representations and warranties contained herein survive the
effective date hereof unless otherwise terminated or superseded by agreement of the parties.
SECTION NINE. GOVERNING LAW. This Agreement shall be governed in ail respects
by the law of the State of Minnesota.
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendarion by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceabie against all who signed
it without production of, or accounting for, any other counterpart, and a11 separate counterparts
shall constitute the same agreement.
SECTION THIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference pwposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
11
OUTLINE OF MA70R POINTS IN PROPOSED AGREEMEI3T WITH MEDIAONE
L Issues to be resolved by proposed agreement
0� ��
A. Customer Service
B. Transfer of Control to AT&T
�
II. Customer Service
A. City staff believe that MediaOne failed to meet the customer service standazds as
required by the Cable Franchise Agreement
1. Numerous complaints from customers
2. Data provided by MediaOne was indicative of serious customer service
problems
a. Slow answering rime
b. Busy signais
c. Slow installations
f:�
c.
d. Siow service response time
3. Cable Communications Officer issued a notice to MediaOne alleging that
they were in violation of the terms of the Franchise Agreement
MediaOne does not agree that they have violated the customer services standards
contained in the Franchise Agreement
1. MediaOne acknowledges that there have been customer service problems
in the past
2. MediaOne does not believe that these customer service problems
constituted violations of the Franchise Agreement
Proposed Agreement
1. MediaOne will send a letter to all customers acknowledging customer
service problems in the past and committing to provide better custorner
service
2. MediaOne will acknowiedge the City's role in improving customer service
3. Med'aaOne will pxovide every customer with a free pay-for-view coupon
with a value of about $4.00. (Total value up to $200,000)
4. MediaOne will report new customer service measures to the City on a
monthly basis.
5. If monthly customer service measure indicate continuing customer service
problems, then more detail reporting will be done on a quarterly basis.
6. If the customer service standards in the Franchise are violated in the future,
it is clarified that MediaOne will be obligated to pay liquidated damages for
$200 per day for each violation for the entire quarter within which the
violation occurred. (Cost of $18,000 to $90,000 per quarter, depending on
number of standards violated)
7. MediaOne agrees this transaction will not reduce the number of customer
service representatives, technicians or technical managers serving St. Paul
S. City will withdraw the August 24, 1999 Notice of Violation
0 0 , a°�
III. Transfer of Control to AT&T
A. MediaOne of Saint Paul agrees to accept all of the temis of the current Franchise
Agreement
B. Meteor guarantees fhe performance of MediaOne of Saint Paul
C. MediaOne of Saint Paul agrees to increase the number of fibers in the City's
portion of the Fiber Institutional Network Upgrade from six to 48. (Estimated
cost $100,000)
D. MediaOne of Saint Paul agrees to increase the number of fibers in the County and
School portion of the Fiber Institutional Network LJpgrade from six to a greater
number if the schools or the county pay for the marginal cost of such additional
fibers.
E. MediaOne of Saint Paul agrees to provide $25,000 to the City for equipment for
the Institutional Nerivork
F. MediaOne of Saint Paul agrees to pay all City costs associated with this transfer.
($22,000)
G. MediaOne of Saint Paul agrees that the costs of this transfer wi11 not increase
subscriber rates
H. City reserves its right to require dpen Access, if it could haue done so as part of
approving this transfer of control
L Ciry confirms that Grantee has completed and satisfied its construction
requirements with respect to the upgraded HFC Inet as per the Corrective Plan and
Franchise Documents.
J. City agrees to approve the transfer of control from MediaOne to AT&T
0� -��
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIl�� OF TI� ESSENCE. In deternuning whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COLTNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on separate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without production of, or accounting for, any other counterpart, and all separate counterparts
shall constitute the same agreement.
SECTION TffiRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
Medi ne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
I - la-aD
Date
Date
Date
Date
11
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations ��_
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without producrion of, or accounting for, any other counterpazt, and all separate countetparts
shall constitute the same agreement.
5ECTION TFIIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shali not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEI�i. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and sha11 be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
L�,�i-.!
Date
��l �d
Date
i�// 00
Date
Meteor Acquisition, Inc. Date
11
MediaOne of St. Paul, Inc.
-�,�.
�& Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
1, ( I ��
Date
Date
Date
Date
�----------�
_—�
� �� OC�
Meteor Acquisition, Inc. Date
� � ,� �
Director, Technology and Management Services
City of Saint Paul
���
Mayor, City of St. Paul
AP OVED AS TO FORM
As C City ttorne
� � ��
Date
�/Z��
Date
(�a-
12
��-�l
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
l AT&T Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
� MediaOne of Delaware, Inc.
Date
Date
Date
Date
;
� Meteor Acquisition, Inc. Date
Director, Technology and Management Services Date
City of Saint Paul
Mayor, City of St. Paul
APPROVED AS TO FORM
Assistant City Attorney
Date
12
oo-aq
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Cotp.
MediaOne of 5t. Paul, Tnc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
Date
Date
Date
Director, Teckuiology and Manap,�ment Services Date
City of Saint Paul /
Mayor, City of St.
:•�t� � _: • ��c
Date
12
�
Assistant City Attorney
�o-aq
00 - a�
DRAF`7'
1/5/00
AGREEMENT
DATED JANUARY _,2000
TAE CITY OF 5T. PAUL, MINNESOTA ("CTI'Y"), MEDIAONE OF ST. PAiIL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, ING ("MEDIAONE"), METEOR ACQUISITION, INC. (1VIETEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS: %
WHEREAS, Grantee holds a franchise to provide cable service in the City, which� issued on
May 27, 1998 and effective July 31, 1498, (the "Franchise"), which Franchise � as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinanc ';
/
WfIER.EAS, Grantee is wholly owned and controlled by MediaOne o�DelawaTe, Inc.
("MediaOne-Del."), which in turn is wholly owned and controiled hy MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as
U S VJEST) are signatories to that certain Transfer Agreements dated April 15, 1998, (" 1998
Transfer Agreement") by and between the City, Continental Cablevision of St. Paul, Inc.,
Med'aaOne of Delaware, Inc., and US West, Ina; and Crr tee is pariy to that certain Conective
Plan Agreement and Corrective Plan, dated December 2, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchi , and all documents incorporated, attached
to or referenced therein, and including the 1998 T sfer Agreement and the Corrective Plan
Agreement and Conective Plan aze referred to the "Franchise Documents"); and
WI�REAS, MediaOne is guarantor of Gr tee's obiigations; and
WHEREAS, pursuant to the Agreemen and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 ( e"Merger Agreement"), MediaOne will merge with and
into Meteor, with Meteor as the surv' ing corporation in the merger, and as a result of the
transactions contemplated by the erger Agreement (the "Transactions"), Meteor will become
the corporate successor to Media ne; and
WfIEREAS, Upon closing o the Transactions, control of MediaOne-Del, which wholly owns
Grantee, will change from ediaOne to Meteor, and Meteor in turn wiil be wholly owned and
controlled by AT&T (the' hange of Contral"); and
WI�EREAS, GranteeT'uill continue to hold the Franchise after the Change of Control; and
WIiEREAS, Gras}�ee has requested consent by the City to the Change of Control; and
Wf�REAS, t e City has deternuned that it is not in the public interest to approve the Change of
Control unle certain condifions aze satisfied, including the execution of this Agreement, and
oa -3�
MediaOn�Del, MediaOne, Crrantee, Meteor and AT&T (collectively, the "AT&T Parties"} aze
willing to saUsfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND TIIE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CFiANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the foilowing agreements:
11 AcceQtance � Grantee hereby agrees that it continues to accept, acknowiedge, and
agree to be bound by all of its commitments, duties and obiigarions, present�e'ontinuing and future
as set forth in the Franchise Documents. /
1.2 Assum�h'on of Obligations 0 Grantee a�ees that as b een itself and the City
neither the Change of Control nor the City's approval of the Chang of Controi shall in any
respect relieve Crrantee of responsibility for past acts or omissio , known or unlaiown except as
set forth herein; and Grantee hereby reaffirms that it shall be li le for, and accepts the
consequences of, any such acts and omissions, lrnown and own, including liability for any and
all previously accrued but unfi.iifilled obligations to the Ci under the Franchise Documents and
applicable law, for all purposes. MediaOne-Del aa ees at as between itself and the City neither
the Change of Control nor the City's approval of the ange of Control shall in any respect
relieve MediaOne-Del of responsibility for past act or omissions, known or twknown under the
1998 Transfer Agreement, and reaffirms that it s I reinain liable for, and accepts the
consequences of, any acts and omissions, kno and unknown, including liability far any and all
previously accrued but �xnfiilfilled obligation to the Ciry under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions s 11 assume all obligations and liabilities of MediaOne
under the 1998 Transfer Agreement, and ssume responsibilities for past acts and omissions of
MediaOne thereunder, known and wn. AT&T agrees that from and after the Change of
Control, it will exercise its control to e extent possible to cause Meteor, MediaOne-Del and
Crrantee to comply with their respe ve obligations under this Agreement and the Franchise
Documents.
1.3 Conflictin Pr isions Disalluwed � The City, by its consent to the Change of
Control, is not approving or dorsing the terms of any document related to the Transactions,
other than those executed b�the City. Without lnniting the foregoing, to the eatent there is a
conflict between (1) the t s and conditions of this Agreement and the Franchise Documents;
and (2) any contract (ot er than a contract with the City) related to the Transactions, or any
contract that may affe St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter s I be expressly subordinate to the terms and conditions of the former.
1.4 C' 's Reliance U on Com anies' Re �resentations � The AT&T Parties each
acknowledge agree that: the City's consent to the Change of Control is made in reliance upon
the represen ons, documents, and informafion provided by them in connection with the request
2
oo-Z9
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representaCions and wananties it makes (including any it makes
jointly), which representations and warranfies include the following:
1.4.1 The AT&T Parties represent and warrant that they understand that St.
Paul is only approving the Transactions set forth in the Attaclunent 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connection with the Transactions
or not, and any agreement or option that would permit a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transzcrions will not in
any respect reduce the level of customer service in St. Paul, either by reduc' �the number of
customer service representatives, technicians or technical managers serv' St. Paul, or by
consolidating the St. Paul customer service operations with other custo er service operations.
1.43 The AT&T Parties agree that any costs asso 'ated with complying with this
Transfer Agreement, or any amendments to the Franchise Doc nts that result from this
Agreement aze not external costs for purposes of rates to St. P subscribers and sha11 not result
in rate increases to subscribers. The AT&T Parties fiuther s' ulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable ' crease in good will, intangibles ar
tangibie assets of the cable system serving St. Paul, abo the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties
negatively aff'ect access by the City to
warrant the Change of Control will not
relating to the System.
1.4.5. (a) The AT&T P ies furkher represent and warrant that no further
changes to the Franchise Documents aze re uired under current conditions, or will be required as
a result of the Transactions; provided th , Grantee does not give up any right it may have to
seek modification if there is a material ange in current conditions.
(b) The &T Parties further represent and warrant that their ability to
comply with any of their respectiv obligations under the Franchise Docusnents and this
Agreement is not based on the
services otherthan those authc
construed to imply that the Ci�
over any services other thanjEh
�umption that the AT&T Parties will be permitted to provide
zed by the Franchise Documents. This provision sha11 not be
does or does not have any regulatory authority or jurisd'acfion
authorized by the Franchise Documents.
1.4.6 E�'ch of the AT&T Parties each hereby represent and wazrant that: (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any ontract ar agreement to which it is a parry or by which it or any of its
properties may be ound (nor would such execution and delivery constitute such a default with
the passage of ' e or the giving of notice or both), and does not violate ar contravene any law,
order, decree, e, regulation or restriction to which it is subject; (b) it is duly organi2ed, legally
existing and ' good standing under the laws of the states of its respective organization; (c) the
ao-a�
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, this Agreement is within its respeetive power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and are
not in contravention of its respective charters, bylaws, or other organi7ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement � Grantee shall pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection wit� that
review, which payment shall be deemed to satisfy any obligations under Section 1 of the
Franchise or any other payment obligations any other AT&T Party might have ' connection with
the review of the application for approval of the Change of Control. The pa ent shall be due
within thirty (30) business days after the effective date of a resolution appr ing the Change of
Control, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv � Each of the AT T Parties agrees that, from
and after the consiumn.ation of the Transactions, it will not take action inconsistent with the
promises contained 'an the Franchise Documents. Meteor agree at it will provide a parent
company guaranty in a form substantially similar to the attac ed, prior to the date of the Change
of Control; provided that, if acceptable ta the City Attomey, Meteor, as successor to MediaOne's
obligafions, may in lieu of issuing a new guarantee, aff in a fornl acceptabie to the City
Attorney that it will be the guarantor under the guaran .
1.7 Franchise Amendments � The Crr tee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necess to effectuate the Change of Control or this
Agreement.
1.8 Suaset � In the event the Tr nsactions do not close by December 31, 2000, ar
close on terms that are in any material re ect different from the terms disclosed to the City in
writing prior to the date of this Agree nt, then the City's approval of the Change of Conirol
shall be void, and the Change of Con ol approval request deemed timely denied.
L9 Other Conditions Prior to the Closing of the Transacrions, ail payments
required under this Agreement, d all guazantees required must have been delivered and
accepted by the City, except a otherwise set forth in this Agreement. Prior to the Closing of the
Transactions, all required in ce, bonds and letters of credit must haue been obtained and
proof of the same must be rovided to the City, to the extent that the Change of Control may
change or affect the sam eld by Grantee as of the date of this Agreement.
SECTION TWO. CUSTOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received Crrantee on August 25, 1999, the City notified Cnantee of alieged violations
of various custo r service standards required by Article II, Section 208(a) of the Franchise, for
periods specifie in the letter. By letter dated September 2, 1999 Grantee tunely notified City of
its dispute of ch violation notice. As complete settlement and mutual release of all claims
�� -�-�
regarding the violafions specified in the notice through December 31, 1999, the City and Grantee
make the following agreements:
2.1 Customer Letter and Comaensafion � No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customet the right to a free Pay-Per-View movie of the customet's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estimated to be appro�cimately $4.00}. The customer letter will acknowledge the role of the City
in resolution of tlus matter. Arrailgements will be made to accommodate any custo er who does
not ardinarily have aa addressable converter and, as such, cannot routinely take vantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View
additional expense or obligation in any form. The letter must provide custo�
months to take advantage of the free movie offer. The letter may not litil�t�
other promotion. f
Ldvie without any
ers at least six
free movie to any
2.2 Notice of Violation � The City agrees that it will thdraw the August 24, 1999
Notice of Violation. The withdrawai of the norice does not me that the City agrees that the
Grantee was in compliance with the customer service standar for that period; instead, the
withdrawal is part of this settlement of customer service iss s raised in the Nofice and is in return
for the Crrantee's agreements under this Section 2.
2.3 Performance levels - Disputes as to w the certain customer service
standards of the Franchise Documents are to be inte reted from and after January 1, 2000
aze resolved as described in this section 2.3-2.4. veral of St. Paul's customer service
standards are identical to or incorporate minim customer service standards established
by the FCC. By agreeing to the measuremen ar determining compliance as set out in
sections 2.3-2.4, the parties are not agreeing at the measurements represent the proper
interpretations of the FCC rules; rather, the arties are agreeing as part of an overall
settlement that these measurements sha11 used in determining whether Crrantee has met
its customer service obligations under e'sting customer service standards. Further, this-
Agreement is an agreement as to how �sting customer service standazds are to be
applied. This Agreement does not a er the Ci1y's authority under its police powers, ar
under applicable law. The City m change or repeal customer service standards, adopt
different or additional customer rvice standards, and may require Grantee to comply and
to demonstrate compliance wit the standards the City adopts; except that the City agrees
to use the measures describe n Section 2.4 to measure compliance with the telephone
transfer time standard and t e busy signal staxidard until at least September 30, 2000. This
provision is not intended permit the City to adopt customer service standards
preempted by state or fe eral law.
23.1. Under the federal customer service standards incorporated into the
Franchise Docume ts, standard installations are to be performed within seven (7) business days.
Under normal op ating conditions,this standard must be satisfied no less than 95% of the time
measured on a arterly basis. The phrase "of the time" will be interpreted to refer to the number
80 -aq
of standazd installations requested in the City, so that if 100 persons request service requiring an
instaliation, at least 95 of those installations must be scheduled and completed within seven
business days unless othenvise initially requested by the customer.
2.3.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint prompfly and in no event later than 24 hours after the probiem becomes
known. Crrantee must resolve service complaints within three days. �
2.3.3. Under the federal customer service standards incorporated ' o the
Francluse Documents, certaiu customer service staudards apply only under "no al operating
condirions." Generally, the term shall be interpreted as defined in the FCC es; but
noiwithstanding how the FCC may interpret the term, upgrades, rebuilds, ant or facili6es
construction or repiacement (inciuding but not limited to moving, addi or eliminating facilities,
or changing addresses), additions, deletions or changes in equipment 'ncluding Grantee's
telephone systems, computer systems, record-keeping systems) or ployees, or changes in
operating or management procedures, consolidations, transfers, c orate mergers,
reorganizations, roll-out of services, price and service changes any combinafion of the above
will be deemed to be "normal operating conditions."
2.3.4 Grantee sha11, in addition to its oth obligarions under the Francivse
Documents, install such equipment, implement proced s and maintain such records and prepare
such reports as are necessary to show Grantee's comp 'ance with each and every customer service
standard.
2.4 Resolution of Certain Disputes s To Telephone Answering Standards. The
reports and procedures specified in this Sectio .4 will be utilized to demonstrate compliance
with telephone standards described below thr ugh September 30, 2000. After that date, those
reports and procedures will continue to be 'lized until (a) 30 days after Crrantee gives written
notice that the repofts and procedures sh not apply; ar(b) the City implements different
telephone answering standards, or differ nt reports and procedures for complying with the
existing telephone answering standazd . Prior to September 30, 2000, the City and Grantee will
meet to discuss whether to continue utilize the reports and procedures, or whether alternative
reports and procedures should be u ed.
2.4.1. Under th federal customer service stanciards incorpora#ed into the
Franchise Documents, teleph e transfer time to a customer service representative may not
exceed 30 seconds, and this dard must be met 90% of the time under normal operating
conditions on a quarterly asis. Within 10 business days of the end of the each, month, Grantee
shali submit a report en ' ed "Telephone 5ervice Factor,° ("TSF") in substantially the form in
Attachment 2 and a re ort enfitled "Average Speed of Answer" ("ASA") in substantially the form
in Attachment 3. If antee properly prepares the reports, and {a) the ASA Report shows that
the average answ time was 45 seconds or less; and (b) fhe TSF Report shows that the telephone
service factor w 80 per cent or higher (these standards are referred to as the "Prelnninary
�
ao -�°I
Standards"), Cnantee will be deemed to be in compliance with its customer service obligation to
transfer calls within 30 seconds 90% of the tune under normal operating conditions.
2.4.2. If there is any month in a calendaz quarter in which the Preliminary
Standards are not satisfied, Crrantee shall prepaze and submit a Detailed Log Report in
substantialiy the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to,=
identify those calls received during periods that were not normai operating conditions, to�
determine whether the telephone transfer measure has been satisfied. The DLR will ' clude
summary data showing (a) the total number of calls received in the reporting peri ; the total
number of calls received during normal operating conditions; and (b) the total ber of half-hour
intervals during the reporting period; the total number of half-hour intervals here normal
operating conditions applied; and the percentage of half-hour intervals w re calls were
transfened and answered within 30 seconds during normal operating c ditions. If the report,
properly prepared, shows that: counting only periods of normal oper ng conditions, during 90%
of the vme periods in the quarter, the average speed of answer was 0 seconds or less, Grantee
will be deemed to be in compliance with its customer service tr sfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee 1, upon written request from the
Cable Communications Officer promptly pay liquidated d ges to the City for violating the
standard for the quarter covered by the quarterly DLR, by date specified by the Cable
Communicafions Officer. Nothing in this Section 2.4 p ents the City from contesting Grantee's
ciassification of particular tnne periods as involving "n al" or "abnormal" operating conditions.
Attachment 4 shows time peziods classified as"abno al" by Grantee, but the inciusion of this '
attachxnent is to provide an example of the proper f for the report. The parties have not
agreed that the periods that were treated as "abno al" in the example report were in fact
properly so classified, or agreed on procedures f determining whether a period reflects normal
or abnormal conditions.
2.4.3. Under the federal cu omer service standards incorporated into the
Franchise Documents, a caller must recei a busy signalless than three per cent of the time
during normal operating conditions. W' in 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" (" B") Report, in substanrially the form in Attachment 5.
Within 2Q business days of the end o each calendaz quarter, Grantee will prepaze a consolidated
ATB Report. If Grantee properly epares the quarteriy report, and the quarterly report shows
that ali trunks were busy less th three per cent of the time during the quarter, Grantee wili be
deemed to be in coinpliance wi its "busy signal" customer service obligation. If not, Crrantee
wili be deemed to be out of c piiance and Grantee will, upon written request from the Cable
Communicafions Officer, p mptly pay liquidated damages to the City far violating the standard
during the quarter covere y the quarterly report, by a date specified by the Cable
Communications Offic .
2.4. Each of the reports prepared under Section 2.41-2.4.3 will reflect only the
ca11s from and re urces dedicated to customer service for the Twin Cifies Metropolitan Area, as
defined by the nited States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
2.4.5. In determining whether a particular outage event constitutes a normai
00 -a
operating condition for purposes of prepazing the Attachment 4 report, Grantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepaze the ASA will measure the average elapsed time
from when a customer makes a selecrion on a phone system menu to the time when the phone is.
answered by a Customer Care Professional ("CCP") (if the CCP can answer the phone but put the
customer on hold to handle other calls, the wait time should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent total calls
that were transferred and answered within 3Q seconds (if the CCP can answer telephone but
put the customer on hold to handle other ca11s, the wait time should be inclu d in determ;ning
whether the 30-second standard is met}.
2.4.8. The ATB measures the percentage of time
increments) that all trunks coming into the call center that are av,
Metropolitan Area are in use.
2S Resolution of Disputes as To Liqui
disputes as to application of the liquidated damages
as follows:
2.5.1. Liquidated damages accrue on
opporhuuty Yo cure prior Yo imposing or coilecting lic
imposing or collecting liquidated damages, the City t
appear before the Ciry and to show cause why liq d<
collected except that, no such opportuniry is re ued
Section 2.41-2.42.
ured in one-second
for ca11s from the
�ages � In resoluCion of the
of the Franchise, the parties agree
b}`each, and the City need not provide
�iidated damages. Provided that, before
iust provide the Grantee the opportunity to
ted damages should not be imposed or
for liquidated damages as described in
2.5.2. With respect to custgfner service standards where compliance is measured
over a period of time and on a group rath than individual basis (as is the case with telephone
answering time response), the parties a ee that the Franchise Documents shall be interpreted to
provide that for each standard violate , for each day of the period during which Grantee was out
of compfiance, Grantee will owe $2 (in 1997 dollars). By way of example and not limitation, if
Grantee failed to satisfy telephone ansfer time standards for a single quarter, the Grantee would
owe $200(in 1997 doilars) x(th umber of days in the applieable period); if Grantee also violated
the installation staudazd durin the quarter, Crrantee would owe an addifional$200 (in 1997
doliazs) x(the number of da in the applicable period).
2.5.3. E h distinct standatd with respect to customer service is treated as a
separate standard. By ay of example, and not limitation, the telephone transfer time
requirements are dis ' ct from franchisee's obligations with respect to busy signals.
po-��
2.6 Insfitufional Network Enhancements � At the time of Grantee's Fiber
Institutional Network upgrade, Crrautee shall enhance the Fiber Institutional Network by
increasing the optical fiber deployment in the Fiber Institutional Network as set forth in
Attachment 6 hereto. Specifically, Cn•antee will construct 6 count fiber to the designated school
sites, 6 count to the designated Ramsey County sites, and 48 count fiber to the designate�t City
sites, all as idenrified on Attachment 6, at no cost. In addition to the above, the Ci �,�amsey
County and the designated school sites may request additionai fiber count in theifing connecting
the designated City, Couniy or school sites if the requesting party provides cient advance
notice to permit Grantee to include the additional count during the cons ction of the Fiber
Institutional Network and agrees to pay the incremental cost of such a'tional fibers.
2.7 Insfitutional Network E ui ment Grant � No ter than January 31, 2000,
Grantee shall provide to Ciry an equipment grant in the amo of twenty-five thousand dollazs
($25,660) to be used by City for equipment associated with ctivation of and implementation of
the Insritutional Network.
2.8. Institutional Network Com leu tion - he City co�rms that Grantee has
satisfied element number 2(reliability of the netwo ) and element nuxnber 3(physicai inspection)
of Section C, Attachxnent 2-F of the Corrective Pl for the upgrade of the Institutional Network.
The City confirms that Grantee has completed d satisfied its construction requirements with
respect to the Upgraded HFC Institutional Ne ork as defined by Section 301(a)(3) of the
Franchise Documents.
SEC"TION THREE. NO WAIVER. B its consent to the Change of Control and execution of
this Agreement, except as specifically ovided herein, the City waives none of its rights or
prospective rights with respect to Crr tee's compliance with the terms, conditions, requirements,
and obligations set forth in the Fran 'se Documents or Cnantee's obligations with respect to the
same.
SECTION FQUR. OBLIG TIONS NOT FRANCHISE FEES. Each of the AT&T Parties
agree that none of the costs ' must incur, or payments that it must make under this Agreement
consfitute franchise fees, instead fa11 within one or more of the exceptions set out in 47
U.S.G 542(g)(2), and e h of the AT&T Parties further agrees it will not raise any claim or
defense to the contrary, 'n any forum. Without limiting the materiality of any other provision, it
is agreed that the City ould not have approved the Transacfions without this provision.
SECTION FIVE EFFECT OF FAILiJRE TO COMPLY WITH THE AGREEMENT.
The City at its o tion may exercise any remedy available to it at law or at equity, or under the
Franchise Doc ents against any of the AT&T Parties that breach their respective obligations
under this A eement, and in addition, without limiting the foregoing:
5 Failure To Comply with Conditions that Must Be Satisfied Before Closing
Date, any of the AT&T Parties fails to comply with any requirement of such party that must
be co pleted befare the closing date of the Transactions, then the City's consent shall be deemed
00 -�°t
of no effect and the request far approvai of the Transactions shall be deemed timely denied.
Further, without luniting the foregoing, in the event a clann or defense is raised at any time that
would affect the enforceability of a material term of this Agreement, the City may rescind its
approval and deny the approval request, in which case the request for approval shall be deemed �
timely denied. �
5.2. Failure To Com I with Conditions that Are To Be Com leted After he
Closin� Date; Failure of Representaflons and Warranfies. In addition to the Ci obtaining
such damages or equitable relief as may be appropriate, in the event of a breach o 's
Agreement, or if any representation or wartanty is false, misleading or incomp e, the City may
apply the remedies under the Franchise. Without limiting the foregoing, if y of the AT&T
Parties fails to comply with any material requirement of such party under 's Agreement that.
applies after the closing date of the transactions or if any representafion wan by an AT&T
Party is false, misleading or incomplete in any material respect, the tee shall be deemed to
have substantially and materially violated the Franchise, and the Fr chise may be revoked. The
provisions of the Franchise sha11 govern any revocation proceed' . However, no opportunity to
cure needs to be given prior to revocation if a warranty or repre ntation is false, misleading or
incomplete in any material respect.
SECTION SIX. INDEMNITY. Each of the
the City harmless against any loss, claim, damage, l
lnnitation, reasonable attorneys' fees) incurred as a.
by such party to the City in connection with the Tra
inaccurate or incomplete. �
J?"Parties agrees to indeznnify and hold
y or expense (including, without
of any representation or warranTy made
ons or this Agreement which is untrue,
SECTION SEVEN.
7.1. Waiver of Claims � The &T Parties hereby waive any and all claims that they
may have that any denial of the Applicaf n that results from any failure to comply with this
Agreement fails to satisfy the deadlin established by applicable law including, without lunitaflon,
claims based on, arising out of, or rel ' g to secfion 617(e) of the Cable Television Consumer
Protection and Competition Act of 92, Pub. L. No. 102-385, 106 5tat. 1460 (1992), as
amended, and agree that they shal e deemed to have agreed to an extension of the tune to act on
the Application as required to m e any denial effective.
Z2 Acce tance o A reement Ll By signing this Agreement, (i) each of the AT&T
Parties accept, and agree to omply with, each provision hereof that applies to it; (ii) the AT&T
Parties acknowledge and ccept the City's right to consent to the Transactions, and to enter into
this Agreement; (iii) ea of the AT&T Parties agrees that it will not, direcfly or indirectly,
oppose intervention b the City in any proceeding regarding the System except where intervention
is prohibited by law• and (iv) each of the AT&T Parties agrees that the approval of the
Transactions was anted pursuant to processes and procedures consistent with Applicable Law,
and that it will n t raise, and hereby eapressly waives, all claims to the contrary.
10
�o-a�
7.3. Representarions and Warranties Material 0 Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warrauty proves to be untrue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Crrantee agrees to comply with all law£ul Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obliga '�ns,
claims, defenses or remedies regazding the authority of the City to impose requirements ' the
future. Except that, notwithstanding the foregoing sentence, after providing notice an
reasonable opportunity to be heard and present informafion on the subject matter o e findings
and the subject matter of the requirement to be considered by the City the Ciry ay unpose an
access requirement later if an access condition could have been lawfully unil erally established as
a condition in connection with the review of the Transactions,. Costs assoc' ed with Grantee's
implementation of any such requirement shall not be subject to the provi 'ons of Section 1.43 of
this Agreement relating to external costs, but neither is the City conce ' g that any costs would
be external costs.
SECTION EIGHT. BINAING AGREEMENT. This Agree ent sha11 bind and benefit the
parties hereto and their respective heirs, beneficiaries, adminis ators, executor, receivers,
trustees, successors and assigns; the representations and w ties contained herein survive the
effective date hereof unless otherwise terminated or super ded by agreement of the parties.
SECTIOl� NINE. GOVERriING LAW. This A,g4eement shali be governed in all respects
by the law of the State of Minnesota. �
SECTION TEN. D12AFTING. This Agr ment is the product of common negotiafions
among the parties and shall not be conshued gainst any parry on any grounds related to drafting,
revision, review, or recommendation by agent or representative of any party.
SECTION ELEVEN. TIME i�' THE ESSENCE. In determiaring whether a party has
complied with this Agreement, the p^ rties agree that time is of the essence.
SECTION TWELVE. C iTNTERPARTS. This document may be executed in mulfiple
counterparts, and by the parti hereto on sepazate counterparCs, and each counterpart, when
executed and delivered, sh constitute an original agreement enforceable against all who signed it
without production of, or counfing for, any other counterpart, and a11 sepazate counterparts
shall constitute the sam a�reement.
SECTION THIR EN. CAPTIONS. The captions and headings of this Agreemem are for
convenience and eference purposes only, and shall not affect in any way the meaning and
interpretation o any provisions of this Agreement.
ii
Attachment 1
Before the Meraer AT&T Corp and MediaOne Group Inc are separate and
unrelated corporate entities.
AT&T Corp.
MediaOne
Group, inc.
MediaOne Groua, Inc. merges into Meteor Acquisition Inc with Meteor
Acauisition. Inc. survivina the Meraer and MediaOne Group Inc ceasing to
exist:
MediaOne
Group, Inc.
+ Meteor
Acquisition
Inc.
Meteor
Acquisition.
Inc.
After the Meraer Meteor Acauistion Inc becomes a subsidiary of AT&T
C O�D
AT�T Corp.
�� � l
Meteor
Acquisition,
inc.
�
N
C
�
N
N
S
W
�
N
C)
N
7
O
O
v
N
S
m
�
m
'
N
�
�
N
N
Q
�
W
O
N
fD
O
O
7
Q
W
O
N
N
m
� o -d�
9
rt
rt
�
n
o'
m
p
rt
iV
' N V O� W N O� W CO
, � W O N A � 00 O
� O O O O O O O O
� o 0 0 o a o 0 0 .
a�J�
9
rt
rt
�
n
x
�
m
�
rr
l�!�
, -� � N N W W A .P Vt �
' fT O CT O C3'i O !T O CJ� O �
Attachment 4
�a_��
KEY
Abnortnal operating conditions - nehvork autages beyond MediaOne control
Abnormai operating conditions - seyere weather
Abnormal operating condifions - US W EST felephone network problems
Ovedap of severe weather and network outages beyond MediaOne control
Overiap ofi US WEST telephone netwo�k probtems and networic outages beyond MediaOne
10% of 1/2 hour segments; by month
, ' , 6
9
rt
tt
�
n
o'
�
m
�
�r
�
s�-2�°�
�
rt
rt
w
n
x
�
m
d
rt
�
c76 - �
�
rt
R
W
n
�
m
d
rt
F
�• -"
�
n
�
�
�
�
�
�
rt
F
e� -
•� .'
ec-a�
�� -2 °I
a
rt
rt
N
n
�
9
m
❑
rt
r
a � -a�
0 0 0 -� � -� �
0 0 0 0 0 0 0
Attachment 7
7} 6 �
a�i
CORPORATE GUARANTY
OF
METEOR ACQiTISITIONS, INC.
This Corporate Guaranty ("Guaranty") is executed as of , 2000, by
Meteor Acquisirions, Ina (Guarantor"), for the benefit of the mwaicipality of St. Paul
("Authority").
WITNESSETH
WHEREAS, pursuant to the cable franchise (the "Franchise") between the Authority and
MediaOne of St. Paul, Inc. ("Grantee"), and certain agreements, understandings and
Franchise amendments related thereto, Grantee has certain obligations related to the
provision of cable television and related services for the Authority's citiaens; and
WHEREAS, Guarantar is the ultimate parent company of Grantee; and
WIIEREAS, this Guaranty is required in conjunction witYi Authority's approval of the
change of control of Grantee as more fully set forth in the Agreement between Authority and
Cnrantee dated January 12, 2000 (the "January 12, 2000 Agreement") and which, as such,
constitutes a benefit to Guazantor.
NOW THEREFORE, as a condition of the January 12, 2000 Agreement, the parties do
hereby agree as follows:
1. Guarantor nrevocably and uncondifionally guarantees to the Authority or its
successors and assigns prompt and satisfactory payment and performance by Grantee of the
Franchise and those certain agreements, understandings and Franchise amendments related
thereto, and all applicable federal, state and local laws, ardinances and regulations. This
C�uazanty does not require the Authority to provide additional notice beyond that it is
required to give under the Franchise to Grantee, and Guarantor waives any norice
requirement that might otherwise apply. Unless otherwise provided for herein, Guarantor's
obligations aze irrevocable, unconditional and absolute and shall not be affected by:
a. The waiver by the Authority of the performance or observance by
Grantee or Guarantor or any of the obligations under the Franchise, this Guaranty,
or the January 12, 2000 Agreement;
b. The extension of the term of, or the e�ttension of6me for performance
under, or any other amendment to, the Franchise, or applicable law affecting the
Franchisee (whether material or otherwise);
2. This Guaranty shall be effective upon its execufion and shall supersede and
replace any and all prior guaranties by any parties of Grantee's performance of its obligations
1
�jD -�
under the Franchise, and shall run throughout the term of the Franchise and any renewal or
extension thereof, except that this Guaranty shail terminate at such earlier time that
Guarantor lawfully transfers ownership or control of Grantee in accordance with the
Franchise and applicable federal, state and local law,including receipt of consent from
Authority for such transfer. Prior guaranties shall remain enforceable against Guarantor for
acts or omissions of any obligations under the Franchise occurriug prior to the effective date
of this Guaranty.
3. In the event that Guarantor should breach or fail to timely pezform any
provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including
court costs and attorney fees) incurred by Authority in the successful enforcement hereof.
4. Guazantor represents and wanants that the execuuon, delivery and
performance by Guarantor of this Guaranty and the consummation of the transactions
contemplated hereunder do not, and will not, contravene or conflict with any law, statute or
regulation whatsoever to which Guazantor is subject or constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or result in the
breach of, any indenture, mortgage, deed of trust, chazge, lien or any contract, agreement or
other instrument to which Guazantor is a party or which may be applicable to Guarantor.
This Guazanty is a legal and binding obligation of Guarantor and is enforceable in
accardance with its terms, except as limited by ba.nkniptcy, insolvency or other laws of
general application relating to the enforcement to creditor's rights.
5. The Guazantor agrees that no failure to exercise, and no delay in exercising,
on the part of the Authority, any right hereunder shall operate as a waiver thereof, nor shall
any singie or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right. The rights of the Authority hereunder shall be in addition to a11
other rights provided by law. No modification or waiver of any provision of this Guaranty,
nor consent to departure therefrom, shall be effective unless in writing and no such consent
or waiver shall ea�tend beyond the particular case and purpose involved. No notice or
demand given in any case sha11 constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.
6. This Guazanty shall be governed by and construed in accordance with the
laws of the State of Minnesota and the applicable laws of the United States of America. Ail
litigation related to this Guaranty shall be venued in the State of Minnesota.
7. This Guaranty may be amended only by an inshwnent in writing executed by
the party or an authorized representative of the pariy aganist whom such amendment is
sought to be enforced.
8. This Guaranty shall be effecfive and may be enforced without the Authority
e�austing remedies it may have against Grantee.
�6-�'�
IN WITNESS WHEREOF, Guarantor has caused this Guazanty to be duly executed
by its authorized officers as of the day and yeaz first above written.
METEOR ACQUISITIONS, INC.
�
Its:
�
��� �c > (ll �-? �j U J Ul � o `f) � C� � � �D fU � �
o C)��I 1 o�I �->
� c> �� Ul � o � I � l ( J � �I o
�'� I'I � �) � � (� (� � � �
I - • \ ui'`uO°-i i_�f�7�� �zr�v
<G- r'� �. z c
� `ii ������r�r� �i���������
� � � v� v� � � r c�
�,U � � - � �--� C� � � � O J> �� 1 (/) � � I�l
(,�) ( � 1 - � � td � d � � i (/) � --+
l 1 1 f � 1 < C C�� �-�� ;� I� ���-� D
(,l � f � t� �D�
Ud L� 7�7fT1
� �� � �
� �� 7 �
Cl Cl �
� Z �
1-� O
� -I
b� Cd
C C
�-� �
��
--i -I
�v
) �
� �
— �
,
r-�
�
�
f'1
�
�--�
�
I'I
lJ
��
,-.
\
0
\
��
�n
-I
_�
-I
� �-° �
oo�-
�c�o�
��l f' 1 �
z
��
D� �n
i -����
� o �
I � ;
� _ �
� �
� �'�
� ��I
� — I
ITl
ITl
� i
�
�.
n
4
l�
�
1S
<t
ST
J
IS
r S�� �
J
� �.' �� q
� / � � q Q 2
�� \ P
Y � � ���
� � ���
�
, � o
�• � ¢
`� � � �� ���
� �
\ / y P �
� �l� v�O\
��� 1 N R � ��P9
S l"
ST
Y
K
¢
�
P
��
e , y v
�
1
•
�
2
3
�
n
�
�
a
4
i�
/� v
v
/ �O
� ��
��
��
\ O
O��
>�
ti
J �v
W
L
�
�
�
�
f
-
�
�-
�
�
�
«
Z
J
I
V
R
nx -s.
Y_
(Y
Q
�
..U��I I-.�1–_
Y ST
—� � FlM ST
Q � >
S f � �+ Q
> � _
¢ ¢ � r I r�
N �
a
Q
O
N
Q
�
0
ST `;
q
a
0
�
�
a
�
z
�
LJ
H
N
�'
3
h�3S 1�
>
¢
H
N
Q
z
a
0
�
Q
u
_
U
>
a
, � ��-�-�-- ��:,1�, ( I I I I� ��II�I � �� f i�'� ���
� i i i i i i i"oPi i_� i, � n �� , .�, ��, ��I� i i � i i J,J ,�
�b I
�
�
_ _ _ _ -�
__ Y
�
No1�Nnana a
Y r-
d / /
Z
W
J
6
S
a
>
¢
ST
>
a
m m m
�, ��
� � � '
, I
1 1 �
II
�
��
ri
�
I
I
i�
n
O
O
r
m
�
CO
C)1
O
O
'T'1
m
m
�
�
�
�
m
�
.
Z
n
O
�
�
m
_1
O
O
O
TI
m
�
IV
�
r
m
�
O
Z
�
�
D
�
m
V
N
�
O
O
�
m
m
-�I
�
w
v
�
�
�
m
�
C)
�
�
r-
D
rn
�
N
O
�
O
0
�
m
m
�
N
N
�
�
�
�
m
�
��:�: �R�R��=����
�� o � co � o� cr� � w rv � � - -
�i��� �����z���� ���������� v����
� �- �i�c��s�� D �� ����-
i�i� �i�ir u��-��� � ����
�� <���-��� r�����r� �����
�� �-�z� ��� �� � � �� ��
���� � r�� e���� ���c �v��r��
u �; u�r�r�� ss�������� o ����
� � r � r� r� o� o �, �-� � td - o ��
i�i �x�� r�v�c ' ��-��� �r�ii��?
i < (�,� � � ���r�,� d �D�r�� v'�� ��
r-�"-���� � i i � n � zz ��
��riC��c� r��i �D�D ����>
�z' r�o ds�� �z��
-i � S��z c�ir�cin
z�� zz�r� r�?� �
��� ���� �
�r���� � ��
���� � -<r��
�� ����
� � D
� �� �
f'�
i i i i � i� i r�� i i i � i i i -� i 1. u_-__._.�� i i i i i i�
I■ '�►�
nd
� �.. s� n
�
� �
� �
�✓ is dNZN
sT
� 1S
� y2
1l
c
y .
c�n
9,p�
j, 'T
r
RD `
�G� �
\�'O
-� n
�� ' _ i N
t _�
n
i i�
U � -�
�� D
n
r � in
� _ zi r _
� o � z
u
� '-' �
n
N
i n
"�
�
'� �
ri
A y S
9�
A
� n�
f
92 d
q
9
� ' sT
9
$L
� � ��
qn ��'�
6 �d
.,a
� �
T q � �[1/�
V
6° �
y dO �1
�, a
s �
1^��
��
�� �
� �
�
„�
� w w
1J C
I'I A
/_ /�
P =
D G �l
� U
2
Sr o
Q N
��
%�� �')
U
__2.
; �
>- i'
u z�
� o T�
� l �� ��
�� r_ �
�— IF�NN
� -i
n
,
o �
: i
z �'' -
i o
1 � �
3
�c�
f� I
N
O
D
��' fJRIE.NT
�- r.
_ � �—___
� ,nII r � J/z A O
f' L
� i n
� n -i
r
� r� c�d�IN� ��
” � ��?\ON {�Nd � a �� y �
o � S Q�ov�l�v Na>`S ����i_i rSNi o� c�iv=� =
, z a
[ ST
FlRI< ST
cn _
� �
� , i�
_
_-�
i L'_'_
1S =' J2
I� I I I I I I
f'1 VJ N �
Ll D � r
ti d
D D D
� � N N
� ~
3�?�b'W
< `� < ' Y.
< �
BURLINGTON IV�
�b 3Nt, � Qdp?Jlid?J Nb3Hl2J�N N019NI121f1H
13RqDL�EY ST
'� I I" I I'I I' I
I � � �
���
1S 3
T
�
a
�
ST �
dl
/
u !�1 y
� Z
Z y
� � D
D �
�
D
�
`
O
�
Z�
s �
� �
<
/�
rnx
Nen
�A
S
�
r�
0
� �
< D
G
� I �'
t ,J
��
�'��<
�
I II������-
_�_
. ,�,
� .__�
_ --._.l. i, �� a � � L �
---1-. �
Q
�
— � _.______--. �
- �—_-_— � � m,�
�
W
—�
£ � m ��
v v�
r � o
9i��i's�\IEb���1�
�sr — Z
�
�
0
e
is ��N � _ �
�
/
�
<
Av
ls �ai3N❑ s � . .
II �
� ,�
d�
<
�:W�
� � � �
� � � �
--.� �r-r � � �
- ���n��li�
�������
��i��� i.
x
L r
, r
D
<
ti f< <
JI
I I �
�
L
E
� � 3I £ £
D f U � �
S C i I f A
�i � l��o
nd Na3i�N
�
�
�.d
A
�
Z
N
3
- C
N
f�
C
3
s �
D
�
�
�
D
� �
❑
U
D
]J
�
� ���
�� y 1
�
w
c
»
r. � 1S
TON S"f Y`�� NC�I.
� \ ( � A
� ~
2 �-
uj A
—__ trj Z
� D
U
D- �
� �
_—_ � r
� Z
LL �
� D y
i�l .T1 p
� G L
1
D Z
IL — � 0
� _— _ A
o � -a
G
u �
D � �
G u �
� D
I'I •- 1S
r
�
o Ci
_- -I D
I b
IT1
w
c
A
!'
Z
C1
y
p
�
0
A
U
�
��■�s���� �---_--
s� �g�� - 1 ��
' �����' ��I ���
G � l�
o �
��
N�1�
�y�
� ` s r
�
� O �
� A
� �
�
D
G
� 1�
U
D
i0
�
�
i D
]J
�
�
� � "
- U /
f' D N �l
T� T �- �
� C Z D
.. I'1 -I
f`1 � O
� � !
1$
.-'_�
D
�' _'
�.__-'_
D
�
��u�h ���
J:\I Data Site Location MEDIAONE PLAN.dwg Tue Jan 04 14:94;06 2000 TMT
^ �7
1S
�
S�
i _-. ' --
S
�
�
_
�--,. � � � � � 1 a .
-� � i i �� , „����
�,�, � � i � t �,
_� ���
- ��
� I � I I� A I °
ST
J
AV
� V��
-I a
� � �
\ 1 I
�
<
T
AV
--�—�� � � s �����-„��, ���� ��
1 �3
�a
a
b
� �
<
��
�
�
�
�'r � v�NUn�ta sr ° �_ � .,�� , �r a � / �� � 35w ��r"
�-�_�_�_-� �_ - -- � � _ S d �' `' s
� - -- �� �l&B o � �
__ -_ � - -,- _-\ v, \ � A � �^� a
�
_ � � d z
< � � � A �
� A � �
� ` ` _ � N /� I Y . y
I I I I ICMSf� FlNDI PAC� C I,:AILI�OAD � A GN ST �
N D �
- -+ t IE< < '' v 1S QA
� �
is a �
_ m NN
-- — — � �
�� --_---- — N ELLq b � y
� i ___�- /�F/_l�3MOH N E� � Si � �
i7 _� �
�
. z - '_ x _ Wf11CiY D
_'_ P �
G - "� o z
;o s '�
� S- \ �___-1S C[ V�At/� v °Q 1 �3I�NdJ
�� � �
�% ,�, ,I i -_ 1S NI�H1G� N
��-( - L - D� � STEVE S ST
G n r� �
C L - E
� ( - i _ _
r
d D
_-__--_�--.- . _ � .
z
- r� `
r -
S � N �
-- r
- 0 3
- --_ --_ � � C _
- ___ __ - _" __ _ _ _ J .
�
�-� � _ $ �.� �[ _ � -
-_-- _ _ _ - _-__" �.:_ _ -1 -
` d 1S NO1
L S 2t N c
�
--� _ �-.-- --�--I s� - � _ —
,
� � _
IYt JNITI�NS` � --,'� --
,. � u
� �
- -� n
< �
- cI t[SV �N J.S =�21 £tSV - ?J 3S /\t
�
i i _
T_ .-l__ 1$
- --- _CS N�S�WI`.fiN � �
-E L ; -
_ "SV" . � - �
n -�
-�-�-, _� ' IIdJ
-- �" .S`Nu _ - I �
- J � _ -
______C� � 1S 1?J3 �
-,.____� , ` �� "ti ro
r�
r
c
v
<
dJ N
531N73
<
�
Council File # 00 — a9
Green Sheet # (0�3�9.
RESOLUTION �
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To Committee: Date
n^
1 WHEREAS, the City of Saint Paul has granted a non-exclusive cable franchise to MediaOne of St. Paul, Inc.
2("Grantee"), to provide cable service in the City, which was issued on May 27, 1998 and effective July 31, 1998,
3(the "Franchise"), which Franchise is, as set forth therein, subject to Chapter 430 of the St. Paul Legislative
4 Code ("Ordinance");and
6
7
8
9
10
11
12
13
14
15
16
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delawaze, Ina ("MediaOne-Del."),
which in turn is wholly owned and controlled by MediaOne of Colorado Inc., which company is not involved
directly or indirectly in the management or operation of Grantee, which in turn is wholly-owned and controlled
by MediaOne Group, Inc. ("MediaOne"); and
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as U S WEST)
are signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998 Transfer AgreemenP') by and
between the City, Continental Cablevision of St. Paul, Inc., MediaOne of Delaware, Inc., and US West, Inc.; and
Grantee is pariy to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 1997 as
amended by the Franchise Documents (collectively the Ordinance, the Franchise, and a11 documents
incorporated, attached to or referenced therein, and including the 1998 Transfer Agreement and the Corrective
Plan Agreement and Corrective Plan aze referred to as the "Franchise Documents"); and
17 WHEREAS, MediaOne is guarantor of Grantee's obligations; and
18 WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Metear Acquisition, Inc.
19 ("Meteor"), and MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
20 into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the transactions
21 contemplated by the Merger Agreement (the "Transactions"), Meteor will become the corporate successor to
22 MediaOne; and
23 WHEREAS, MediaOne Group, Inc. filed FCC Form 394 with the City on July 20, 1999, requesting the
24 consent of the City to a transfer of corporate control of MediaOne Group, Inc. to AT&T Corp; and
25 WHEREAS, Upon closing of the Transacrions, control of MediaOne-Del, will change from MediaOne to
26 Meteor, and Meteor in turn will be wholly owned and controlled by AT&T (the "Change of Control"); and
27 WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
28 WI�EREAS, the City has determined that it is not in the public interest to approve the Change of Control unless
29 certain conditions are satisfied, including the execution of this Agreement, and MediaOne-Del, MediaOne,
30 Grantee, Meteor and AT&T (collectively, the "AT&T Parties") aze willing to satisfy those conditions, which
31 conditions aze set out in an Agreement attached hereto.
00 -a°i
1 WHEREAS, among other things, there are outstanding issues as to franchise compliance, and under the
2 Franchise Documents, non-compliance provides a ground for denial of a Change of Control request; and
3 WHEREAS, the Agreement, negotiated with City staff, and executed by authorized representatives of the
4 ttausfer parties, provides remedies for the customer service performance issues and provides that the City will
5 withdraw the August 24, 1999 I�iotice of Violation regarding customer service issues; and
6
7 WHEREAS, the Agreement contains other representations, wananties and agreements by the transfer parties
8 that resolve transfer issues and provides indemnities to the City regazding its approval af the change of control;
9 now, therefore, be it
10 RESOLVED, that the Change of Control &om MediaOne to Meteor and AT&T is approved, provided that the
11 attached agreement becomes effective, and is fully enforceable in accordance with its terms.
12 RESOLVED, that the Change of Control is denied as of this date if the attached agreement does not become
13 effective, or if it is not fully enforceable in accordance with its terms.
14 RESOLVED, that the Mayor and Director of Technology and Management Services are hereby authorized to
15 execute the aforementioned Agreement and that stafFbe and hereby is directed to draft the appropriate ordinance
16 amendments for submission for Council consideration.
17
18
19
2�
21
22
23
24
25
26
27
28
29 Adopted by Council:
3� Adoption Certified by
Date co
\
Counc' Secretary
31 sY: �, �—. � ,�...�.,,_
32 Approved by Mayor: Date �/�}„ r��
33 sy: ✓l
34
35
�
Requested by Department of:
Technolo & ➢a na em nt Services
By: � � � ; �
Pe er Hames, Director
Approval Recommended by:
Deoartment of Financial Services
By:
Joe Reid, Budget Director
Form ro ed by City Attorney
By:
Approved by Mayor for Submission to
Council:
By:
Oo•��
GREEfV SHEET
�.,��
TOTAL # OF SIGNATURE PAGES
No 1 ���?9
��.
FOR � CIYAiIOpEY � CIYCIYK
❑ iW/1N1t�fICiICO➢OL ❑ }�IRIYI'JLLiFRiIKttO
❑ WYOR(ORAiCifAM� ❑
(CUP ALL LOCATIONS FOR SIGNATUR�
Resolution approving the change of contxol of the Saint Paul Cable Franchise from MediaOne
to Meteor and AT&T.
a
PLANNING COMMISSION
CIB COMMITfEE
CNIL SERVICE CAMMISSION
Has tnic a��rm exr qarxed urMCr a conUaa tormis depa�fine�'J
vES NO
Has mis vwsoNfirm eVer tcen a atY emPbYee7
YES NO
Does tAis Pa��rm 0� a sldll rwt norma�y'P�sesseE M anY arrent citY emWoyee4
YES NO
�s mR a��m a �ea.eomn
rES wo
� aH ves ansv.ers an seoaiate aneet ana attsch w nreen she�
COSTrttEVENUE BUDOETED (CIRCLE ONE)
SOURCE
ACTNRY NUMBER
rEE NO
iNwrs�ana+�exawM
��cJ �J �rs;�,�
• i � '
AGREEMENT
DATED JANUARY 12, 2000
THE CITY OF ST. PAIJL, MINNESOTA ("CITY"), MEDIAONE OF ST. PAUL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, INC. ("MEDIAONE"), METEOR ACQiTISITION, INC. (METEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS:
WHEREAS, Grantee holds a franchise to provide cable service in the City, which was issued on
May 27, 1998 and effective July 31, 1998, (the "Franchise"), which Franchise is, as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinance");
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delaware, Inc.
("MediaOne-Del."), which in turn is wholly owned and controlled by MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne
(as U S WEST) aze signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998
Transfer Agreement") by and between the C3ty, Continental Cablevision of St. Paul, Inc.,
MediaOne of Delaware, Inc., and US West, Inc.; and Grantee is parry to that certain Corrective
Plan Agreement and Corrective Plan, dated December 22, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchise, and all documents incorporated, attached
to or referenced therein, and including the 1998 Transfer Agreement and the Corrective Plan
Agreement and Corrective Plan are referred to as the "Franchise Documents"); and
WHEREAS, MediaOne is guazantor of Grantee's obligations; and
WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the
transactions contemplated by the Merger Agreement (the "Transactions"), Meteor will become
the corporate successor to MediaOne; and
WHEREAS, Upon closing of the Transacfions, control of MediaOne-Del, which wholly owns
Grantee, wiil change from MediaOne to Meteor, and Meteor in turn will be wholly owned and
controlled by AT&T (the "Change of Control"); and
WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
WHEREAS, Grantee has requested consent by the City to the Change of Control; and
WHEREAS, the City has determined that it is not in the public interest to approve the Change of
s• .-
Controi unless certain conditions aze satisfied, including the execution of this Agreement, and
MediaOne-Del, MediaOne, Grantee, Meteor and AT&T (collectively, the "AT&T Parties") are
willing to satisfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AI3D THE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CHANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the following agreements:
1.1 AcceQtance — Crrantee hereby agrees that it continues to accept, acknowledge, and
agree to be bound by all of its commitments, duties and obligations, present, continuing and
future as set forth in the Franchise Documents.
1.2 Assumution of Obli�ations — Grantee agrees that as between itself and the City
neither the Change of Control nor the City's approval of the Change of Control shall in any
respect relieve Grantee of responsibility for past acts or omissions, known or unknown except as
set forth herein; and Grantee hereby reaffirms that it shall be liable for, and accepts the
consequences of, any such acts and omissions, known and unknown, including liability for any
and all previously accrued but wifulfilled obligations to the City under the Franchise Documents
and applicable law, for all purposes. MediaOne-Del agrees that as beriveen itself and the City
neither the Change of Control nor the City's approval of the Change of Control sha11 in any
respect relieve MediaOne-Del of responsibility for past acts or omissions, known or uuknown
under the 1998 Transfer Agreement, and reafFums that it shall remain liable for, and accepts the
consequences of, any acts and omissions, known and unknown, including liabiliry for any and all
previously accrued but unfulfilled obligafions to the City under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions sha11 assume a11 obligations and liabilities of
MediaOne under the 1998 Transfer Agreement, and assume responsibilities for past acts and
omissions of MediaOne thereunder, known and unknown. AT&T agrees that from and after the
Change of Control, it will exercise its control to the extent possible to cause Meteor, MediaOne-
Del and Grantee to comply with their respective obiigations under this Agreement and the
Franchise Documents.
1.3 Conflictin� Provisions Disallowed — The City, by its consent to the Change of
Control, is not approving or endorsing the terms of any document related to the Transacfions,
othex than those executed by the City. Without limiting the foregoing, to the extent there is a
conflict between (1) the terms and conditions of this Agreement and the Franchise Documents;
and (2) any contract (other than a contract with the City) related to the Transactions, or any
contract that may afFect St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter shall be expressly subordinate to the terms and conditions of the former.
1.4 City's Reliance Unon Comaanies' Representations — The AT&T Parties each
acknowledge and agree that: the City's consent to the Change of Control is made in reliance upon
flo -a9
the representations, documents, and information provided by them in connection with the request
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representations and warranties it makes (including any it makes
joinfly), wtrich representations and warranties include the following:
1.4.1 The AT&T Parties represent and wazrant that they understand that St.
Paul is only approving the Transactions set forth in the Attachment 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connecflon with the Transacrions
or not, and any agreement or option that would pernut a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transactions will not in
any respect reduce the level of customer service in St. Paul, either by reducing the number of
customer service representatives, technicians or technical managers serving St. Paul, or by
consolidating the St. Paul customer service operations with other customer service operations.
1.4.3 The AT&T Parties agree that any costs associated with complying with
this Transfer Agreement, or any amendments to the Franchise Documents that result from tlus
Agreement are not external costs for purposes of rates to St. Paul subscribers and shall not result
in rate increases to subscribers. The AT&T Parties further stipulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable increase in good will, intangibles or
tangible assets of the cable system serving St. Paul, above the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties represent and warrant the Change of Control will not
negatively affect access by the City to documents relating to the System.
1.4.5. (a) The AT&T Parties fiu�ther represent and warrant that no further
changes to the Franchise Documents aze required under current conditions, or will be required as
a result of the Transactions; provided that, Grantee does not give up any right it may have to
seek modification if there is a material change in current conditions.
(b) The AT&T Parties fiu�ther represent and warrant that their ability to
comply with any of their respective obligations under the Franchise Documents and this
Agreement is not based on the assumption that the AT&T Parties will be permitted to provide
services other than those authorized by the Franchise Documents. This provision sha11 not be
construed to imply that the City does or does not have any regulatory authority or jurisdiction
over any services other than those authorized by the Franchise Documents.
1.4.6 Each of the AT&T Parties each hereby represent and warrant that (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any contract or agreement to which it is a party or by which it or any of its
properties may be bound (nor wouid such execution and delivery constitute such a default with
the passage of time or the giving of notice or both), and does not violate or contravene any law,
order, decree, ru1e, regulation or restriction to which it is subject (b) it is duly organized, legally
o� -a9
eatisting and in good standing under the ]aws of the states of its respective organization; (c) the
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, ttris Agreement is within its respective power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and aze
not in contravention of its respective charters, bylaws, or other organi�ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement — Grantee sha11 pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection with that
review, which payment shall be deemed to satisfy any obligations under Section 113 of the
Franchise or any other payment obligations any other AT&T Party might have in connection with
the review of the application for approval of the Change of Control. The payment shall be due
within thirty (30) business days after the effective date of a resolution approving the Change of
Controi, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv — Each of the AT&T Parties agrees that, from
and after the consumulation of the Transactions, it will not take any action inconsistent with the
promises contained in the Franchise Documents. Meteor agrees that it will provide a parent
company guaranty in a forxn substantially similaz to Attachment 7, prior to the date of the
Change of Control, guarantee to become effective at the time of the Change of Control; provided
that, if acceptable to the City Attorney, Meteor, as successor to MediaOne's obligations, may in
lieu of issuing a new guarantee, affirm in a form acceptable to the Ciry Attorney that it will be the
guarantor under the guaranty.
1.7 Franchise Amendments — The Grantee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necessary to effectuate the Change of Control or this
Agreement.
1.8 Sunset — In the event the Transactions do not close by December 31, 2000, or
close on terms that are in any material respect different from the terms disclosed to the City in
writing prior to the date of this Agreement, then the City's approval of the Change of Control
shall be void, and the Change of Control approval request deemed timely denied.
1.9 Other Conditions — Prior to the Closing of the Transactions, all payments
required under this Agreement, and all guarantees required must haue been delivered and
accepted by the City, except as otherwise set forth in this Agreement. Prior to the Closing of the
Transacrions, all required insurance, bonds and letters of credit must have been obtained and
proof of the same must be provided to the City, to the extent that the Change of Control may
change or affect the same held by Grantee as of the date of this Agreement.
SECTION TWO. CU5TOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received by CTrantee on August 25, 1999, the City notified Grantee of alleged violations
of various customer service standards required by Article II, Sec6on 208(a) of the Franchise, for
� o _ a`f
periods specified in the letter. By letter dated September 2, 1999 Grantee timely notified City of
its dispute of such violation norice. As complete settlement and mutual release of all claims
regarding the violations specified in the notice through December 31, 1949, the City and Grantee
make the following agreements:
2.1 Customer Letter and Compensarion — No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customer the right to a free Pay-Per-View movie of the customer's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estunated to be approximateiy $4.00). The customer letter will acknowledge the role of the City
in resolution of this matter. Arrangements will be made to accommodate any customer who does
not ordinarily have an addressable converter and, as such, cannot rou6nely take advantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View movie without any
additional expense or obligation in any form. The letter must provide customers at least six
months to take advantage of the free movie offer. The letter may not link the free movie to any
other promotion.
23 Notice of Violation — The City agrees that it will withdraw the August 24, 1999
Notice of Violation. The withdrawal of the notice does not mean that the City agrees that the
Grantee was in compliance with the customer service standards for that period; instead, the
withdrawal is part of this settlement of customer service issues raised in the Notice and is in
retum for the Grantee's agreements under this Section 2.
2.3 Performance levels — Disputes as to how the certain customer service
standards of the Franchise Documents are to be interpreted from and after January 1,
2000 are resolved as described in this section 2.3-2.4. Several of St. Paul's customer
service standards are idenfical to or incorporate minimum customer service standards
established by the FCC. By agreeing to the measurements for determining compliance as
set out in sections 2.3-2.4, the parties aze not agreeing that the measurements represent
the proper interpretations of the FCC rules; rather, the pariies aze agreeing as part of an
overall settiement that these measurements shall be used in determining whether Grantee
has met its customer service obligations under existing customer service standards.
Further, this Agreement is an agreement as to how existing customer service standards
are to be applied. This Agreement does not alter the City's authority under its police
powers, or under applicable law. The City may change or repeal customer service
standards, adopt different or additional customer service standazds, and may require
Crrantee to comply and to demonstrate compliance with the standazds the City adopts;
except that the City agrees to use the measures described in Secfion 2.4 to measure
compliance with the telephone transfer time standazd and the busy signal standazd until at
ieast September 30, 2000. Tlus provision is not intended to permit the City to adopt
customer service standards preempted by state or federal law.
23.1. Under the federal customer service standazds incorporated into the
Franchise Docuznents, standard installaUons are to be performed within seven (7) business days.
oa-a�
Under normal operating conditions,this standard must be satisfied no less than 95% of the tune
measured on a quarterly basis. The phrase "of the tnne" will be interpreted to refer to the number
of standard installations requested in the City, so that if 100 persons request service requiring an
installation, at least 95 of those instailations must be scheduled and completed within seven
business days unless otherwise initially requested by the customer.
23.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint promptly and in no event later than 24 hours after the problem becomes
known. C,rantee must resolve service complaints within three days.
2.3.3. Under the federal customer service standards incorporated into the
Franchise Documents, certain customer service standards apply only under "normal operating
conditions." Generally, the term sha11 be interpreted as defined in the FCC rules; but
notwithstanding how the FCC may interpret the term, upgrades, rebuilds, plant or facilities
construction or replacement (including but not limited to moving, adding or eliminating
facilities, or changing addresses), additions, deletions or changes in equipment (including
Grantee's telephone systems, computer systems, record-keeping systems) or employees, or
changes in operating or management procedures, consolidations, transfers, corporate mergers,
reorganizations, roll-out of services, price and service changes or any combination of the above
will be deemed to be "normal operating conditions."
23.4 Grantee shall, in addition to its other obligations under the Franchise
Documents, install such equipment, implement procedures and maintain such records and
prepare such reports as aze necessary to show Grantee's compliance with each and every
customer service standard.
2.4 Resolufion of Certain Disputes As To Telephone Answering Standards. The
reports and procedures specified in this Section 2.4 will be utilized to demonstrate compliance
with telephone standards described below through September 30, 2000. After that date, those
reports and procedures will continue to be utilized until (a) 30 days after Crrantee gives written
notice that the reports and procedures shall not apply; or (b) the City implements different
telephone answering standards, or different reports and procedures for complying with the
existing telephone answering standards. Prior to September 3Q 2000, the City and Grantee will
meet to discuss whether to continue to utilize the reports and procedures, or whether altemative
reports and procedures should be used.
2.4.1. Under the federal customer service standazds incorporated into the
Franchise Documents, telephone transfer rime to a customer service representative may not
exceed 30 seconds, and this standard must be met 90% of the time under normal operating
conditions on a quarterly basis. Within 10 business days of the end of the each month, Grantee
shall submit a report endUed "Telephone Service Factor," ("TSF") in substantially the form in
Attachment 2 and a report enfitled "Average Speed of Answer" ("ASA") in substantially the
form in Attachment 3. If Grantee properly prepares the reports, and (a) the ASA Report shows
that the average answer time was 45 seconds or less; and (b) the TSF Report shows that the
telephone service factor was 80 per cent or higher (these standards are referred to as the
�a -a�
"Preliminary Standards"), Grantee will be deemed to be in compliance with its customer service
obligafion to transfer calls within 30 seconds 90% of the time under normal opera#ing conditions.
2.4.2. If there is any month in a calendar quarter in which the Preliminary
Standards aze not satisfied, Grantee shall prepaze and submit a Detailed Log Report in
substantially the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to
identify those cails received during periods that were not normal operating conditions, to
determine whether the telephone transfer measure has been satisfied. The DLR will include
summary data showing (a) the total number of ca11s received in the reporting period; the total
number of calls received during normal operating conditions; and (b) the total number of half-
hour intervals during the reporting period; the total number of half-hour intervals where normal
operating conditions applied; and the percentage of half-hour intervals where calls were
transfened and answered within 30 seconds during normal operazing conditions. If the report,
properly prepazed, shows that: counring only periods of normal operating conditions, during 90%
of the time periods in the quarter, the average speed of answer was 30 seconds or less, Grantee
will be deemed to be in compliance with its customer service transfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee will, upon written request from the
Cable Communications Officer promptly pay liquidated damages to the Ciry for violaring the
standard for the quarter covered by the quarterly DLR, by a date specified by the Cable
Communications Officer. Nothing in this Section 2.4 prevents the City from contesring
Grantee's classification of particulaz time periods as involving "normal" or "abnormal" operating
conditions. Attachment 4 shows time periods classified as "abnorxnal" by Grantee, but the
inclusion of this attachment is to provide an example of the proper form for the report. The
parties have not agreed that the periods that were treated as"abnormal" in the example report
were in fact properly so classified, or agreed on procedures for determining whether a period
reflects normal ar abnormal conditions.
2.43. Under the federal customer service standards incorporated into the
Franchise Documents, a caller must receive a busy signalless than three per cent of the time
during normal operating conditions. Within 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" ("ATB") Report, in substantially the form in Attachment 5,
Within 20 business days of the end of each calendar quarter, Grantee will prepare a consolidated
ATB Report. If Grantee properly prepares the quarteriy report, and the quarterly report shows
that a11 trunks were busy less than three per cent of the time during the quarter, Grantee will be
deemed to be in compliance with its "busy signal" customer service obligation. If not, Grantee
will be deemed to be out of compliance and Grantee will, upon written request from the Cable
Communications Officer, promptly pay liquidated damages to the City for violafing the standard
during the quarter covered by the quarterly report, by a date specified by the Cable
Communications Officer.
2.4.4. Each of the reports prepazed under Section 2.4.1-2.43 will reflect only the
calls from and resources dedicated to customer service for the Twin Cities Metropolitan Area, as
defined by the United States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
/
i• .
2.4.5. In determining whether a particular outage event constitutes a normal
operafing condition for purposes of preparing the Attachment 4 report, Cnantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepare the ASA will measure the average elapsed time
from when a customer makes a selecfion on a phone system menu to the time when the phone is
answered by a Customer Caze Professional ("CCP") (if the CCP can answer the phone but put
the customer on hold to handle other calls, the wait 6me should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent of total calls
that were transferred and answered within 30 seconds (if the CCP can answer the telephone but
put the customer on hold to handle other calls, the wait rime shouid be included in determining
whether the 30-second standard is met).
2.4.8. The ATB measures the percentage of time (measured in one-second
increments) that all hvnks coming into the call center that are available for calls from the
Metropolitaxi Area are in use.
2.5 Resulution of Disputes as To Liquidated Damag�es — In resolution of the
disputes as to application of the liquidated damages provisions of the Franchise, the parties agree
as follows:
2.5.1. Liquidated damages accrue on breach, and the City need not provide
opportunity to cure prior to imposing or collecting liquidated damages. Provided that, before
imposing or collecting liquidated damages, the City must provide the Grantee the opportunity to
appear before the City and to show cause why liquidated damages should not be imposed or
collected except that, no such opportunity is required for liquidated damages as described in
Section 2.4.1-2.43.
2.5.2. With respect to customer service standards where compliance is measured
over a period of time and on a group rather than individuai basis (as is the case with telephone
answering time response), the parties agree that the Franchise Documents shall be interpreted to
provide that for each standard violated, for each day of the period during which Grantee was out
of compliance, Grantee will owe $200 (in 1997 dollars). By way of example and not limitation,
if Grantee failed to satisfy telephone transfer rime standazds far a single quarter, the Grantee
would owe $200(in 1997 dollars) x(the number of days in the applicable period); if Grantee also
violated the installation standard during the quarter, Grantee would owe an additional $200 (in
1997 dollars) x(the number of days in the applicable period).
2.53. Each distinct standazd with respect to customer service is treated as a
separate standard. By way of example, and not limitation, the telephone transfer time
requirements aze distinct from franchisee's obligarions with respect to busy signals.
8
�ia -�`�
7.3. Re�resentations and Warranties Material — Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warranty proves to be unhue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Grantee agrees to comply with all lawful Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obligations,
claims, defenses or remedies regazding the authority of the City to impose requirements in the
future. Except that, notwithstanding the foregoing sentence, after providing notice and
reasonabie oppornuuty to be heazd and present information on the subject matter of the findings
and the subject matter of the requirement to be considered by the City the City may impose an
access requirement later if an access condition could have been lawfully unilaterally established
as a condition in connection with the review of the Transactions. Costs associated with
Grantee's implementation of any such requirement shali not be subyect to the provisions of
Section 1.43 of this Agreement relating to external costs, but neither is the City conceding that
any costs would be external costs.
SECTION EIGHT. BINDING AGREEMENT. This Agreement shall bind and benefit the
parties hereto and their respective heirs, beneficiaries, administrators, executor, receivers,
trustees, successors and assigns; the representations and warranties contained herein survive the
effective date hereof unless otherwise terminated or superseded by agreement of the parties.
SECTION NINE. GOVERNING LAW. This Agreement shall be governed in ail respects
by the law of the State of Minnesota.
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendarion by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceabie against all who signed
it without production of, or accounting for, any other counterpart, and a11 separate counterparts
shall constitute the same agreement.
SECTION THIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference pwposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
11
OUTLINE OF MA70R POINTS IN PROPOSED AGREEMEI3T WITH MEDIAONE
L Issues to be resolved by proposed agreement
0� ��
A. Customer Service
B. Transfer of Control to AT&T
�
II. Customer Service
A. City staff believe that MediaOne failed to meet the customer service standazds as
required by the Cable Franchise Agreement
1. Numerous complaints from customers
2. Data provided by MediaOne was indicative of serious customer service
problems
a. Slow answering rime
b. Busy signais
c. Slow installations
f:�
c.
d. Siow service response time
3. Cable Communications Officer issued a notice to MediaOne alleging that
they were in violation of the terms of the Franchise Agreement
MediaOne does not agree that they have violated the customer services standards
contained in the Franchise Agreement
1. MediaOne acknowledges that there have been customer service problems
in the past
2. MediaOne does not believe that these customer service problems
constituted violations of the Franchise Agreement
Proposed Agreement
1. MediaOne will send a letter to all customers acknowledging customer
service problems in the past and committing to provide better custorner
service
2. MediaOne will acknowiedge the City's role in improving customer service
3. Med'aaOne will pxovide every customer with a free pay-for-view coupon
with a value of about $4.00. (Total value up to $200,000)
4. MediaOne will report new customer service measures to the City on a
monthly basis.
5. If monthly customer service measure indicate continuing customer service
problems, then more detail reporting will be done on a quarterly basis.
6. If the customer service standards in the Franchise are violated in the future,
it is clarified that MediaOne will be obligated to pay liquidated damages for
$200 per day for each violation for the entire quarter within which the
violation occurred. (Cost of $18,000 to $90,000 per quarter, depending on
number of standards violated)
7. MediaOne agrees this transaction will not reduce the number of customer
service representatives, technicians or technical managers serving St. Paul
S. City will withdraw the August 24, 1999 Notice of Violation
0 0 , a°�
III. Transfer of Control to AT&T
A. MediaOne of Saint Paul agrees to accept all of the temis of the current Franchise
Agreement
B. Meteor guarantees fhe performance of MediaOne of Saint Paul
C. MediaOne of Saint Paul agrees to increase the number of fibers in the City's
portion of the Fiber Institutional Network Upgrade from six to 48. (Estimated
cost $100,000)
D. MediaOne of Saint Paul agrees to increase the number of fibers in the County and
School portion of the Fiber Institutional Network LJpgrade from six to a greater
number if the schools or the county pay for the marginal cost of such additional
fibers.
E. MediaOne of Saint Paul agrees to provide $25,000 to the City for equipment for
the Institutional Nerivork
F. MediaOne of Saint Paul agrees to pay all City costs associated with this transfer.
($22,000)
G. MediaOne of Saint Paul agrees that the costs of this transfer wi11 not increase
subscriber rates
H. City reserves its right to require dpen Access, if it could haue done so as part of
approving this transfer of control
L Ciry confirms that Grantee has completed and satisfied its construction
requirements with respect to the upgraded HFC Inet as per the Corrective Plan and
Franchise Documents.
J. City agrees to approve the transfer of control from MediaOne to AT&T
0� -��
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIl�� OF TI� ESSENCE. In deternuning whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COLTNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on separate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without production of, or accounting for, any other counterpart, and all separate counterparts
shall constitute the same agreement.
SECTION TffiRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
Medi ne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
I - la-aD
Date
Date
Date
Date
11
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations ��_
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without producrion of, or accounting for, any other counterpazt, and all separate countetparts
shall constitute the same agreement.
5ECTION TFIIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shali not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEI�i. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and sha11 be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
L�,�i-.!
Date
��l �d
Date
i�// 00
Date
Meteor Acquisition, Inc. Date
11
MediaOne of St. Paul, Inc.
-�,�.
�& Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
1, ( I ��
Date
Date
Date
Date
�----------�
_—�
� �� OC�
Meteor Acquisition, Inc. Date
� � ,� �
Director, Technology and Management Services
City of Saint Paul
���
Mayor, City of St. Paul
AP OVED AS TO FORM
As C City ttorne
� � ��
Date
�/Z��
Date
(�a-
12
��-�l
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
l AT&T Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
� MediaOne of Delaware, Inc.
Date
Date
Date
Date
;
� Meteor Acquisition, Inc. Date
Director, Technology and Management Services Date
City of Saint Paul
Mayor, City of St. Paul
APPROVED AS TO FORM
Assistant City Attorney
Date
12
oo-aq
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Cotp.
MediaOne of 5t. Paul, Tnc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
Date
Date
Date
Director, Teckuiology and Manap,�ment Services Date
City of Saint Paul /
Mayor, City of St.
:•�t� � _: • ��c
Date
12
�
Assistant City Attorney
�o-aq
00 - a�
DRAF`7'
1/5/00
AGREEMENT
DATED JANUARY _,2000
TAE CITY OF 5T. PAUL, MINNESOTA ("CTI'Y"), MEDIAONE OF ST. PAiIL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, ING ("MEDIAONE"), METEOR ACQUISITION, INC. (1VIETEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS: %
WHEREAS, Grantee holds a franchise to provide cable service in the City, which� issued on
May 27, 1998 and effective July 31, 1498, (the "Franchise"), which Franchise � as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinanc ';
/
WfIER.EAS, Grantee is wholly owned and controlled by MediaOne o�DelawaTe, Inc.
("MediaOne-Del."), which in turn is wholly owned and controiled hy MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as
U S VJEST) are signatories to that certain Transfer Agreements dated April 15, 1998, (" 1998
Transfer Agreement") by and between the City, Continental Cablevision of St. Paul, Inc.,
Med'aaOne of Delaware, Inc., and US West, Ina; and Crr tee is pariy to that certain Conective
Plan Agreement and Corrective Plan, dated December 2, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchi , and all documents incorporated, attached
to or referenced therein, and including the 1998 T sfer Agreement and the Corrective Plan
Agreement and Conective Plan aze referred to the "Franchise Documents"); and
WI�REAS, MediaOne is guarantor of Gr tee's obiigations; and
WHEREAS, pursuant to the Agreemen and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 ( e"Merger Agreement"), MediaOne will merge with and
into Meteor, with Meteor as the surv' ing corporation in the merger, and as a result of the
transactions contemplated by the erger Agreement (the "Transactions"), Meteor will become
the corporate successor to Media ne; and
WfIEREAS, Upon closing o the Transactions, control of MediaOne-Del, which wholly owns
Grantee, will change from ediaOne to Meteor, and Meteor in turn wiil be wholly owned and
controlled by AT&T (the' hange of Contral"); and
WI�EREAS, GranteeT'uill continue to hold the Franchise after the Change of Control; and
WIiEREAS, Gras}�ee has requested consent by the City to the Change of Control; and
Wf�REAS, t e City has deternuned that it is not in the public interest to approve the Change of
Control unle certain condifions aze satisfied, including the execution of this Agreement, and
oa -3�
MediaOn�Del, MediaOne, Crrantee, Meteor and AT&T (collectively, the "AT&T Parties"} aze
willing to saUsfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND TIIE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CFiANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the foilowing agreements:
11 AcceQtance � Grantee hereby agrees that it continues to accept, acknowiedge, and
agree to be bound by all of its commitments, duties and obiigarions, present�e'ontinuing and future
as set forth in the Franchise Documents. /
1.2 Assum�h'on of Obligations 0 Grantee a�ees that as b een itself and the City
neither the Change of Control nor the City's approval of the Chang of Controi shall in any
respect relieve Crrantee of responsibility for past acts or omissio , known or unlaiown except as
set forth herein; and Grantee hereby reaffirms that it shall be li le for, and accepts the
consequences of, any such acts and omissions, lrnown and own, including liability for any and
all previously accrued but unfi.iifilled obligations to the Ci under the Franchise Documents and
applicable law, for all purposes. MediaOne-Del aa ees at as between itself and the City neither
the Change of Control nor the City's approval of the ange of Control shall in any respect
relieve MediaOne-Del of responsibility for past act or omissions, known or twknown under the
1998 Transfer Agreement, and reaffirms that it s I reinain liable for, and accepts the
consequences of, any acts and omissions, kno and unknown, including liability far any and all
previously accrued but �xnfiilfilled obligation to the Ciry under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions s 11 assume all obligations and liabilities of MediaOne
under the 1998 Transfer Agreement, and ssume responsibilities for past acts and omissions of
MediaOne thereunder, known and wn. AT&T agrees that from and after the Change of
Control, it will exercise its control to e extent possible to cause Meteor, MediaOne-Del and
Crrantee to comply with their respe ve obligations under this Agreement and the Franchise
Documents.
1.3 Conflictin Pr isions Disalluwed � The City, by its consent to the Change of
Control, is not approving or dorsing the terms of any document related to the Transactions,
other than those executed b�the City. Without lnniting the foregoing, to the eatent there is a
conflict between (1) the t s and conditions of this Agreement and the Franchise Documents;
and (2) any contract (ot er than a contract with the City) related to the Transactions, or any
contract that may affe St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter s I be expressly subordinate to the terms and conditions of the former.
1.4 C' 's Reliance U on Com anies' Re �resentations � The AT&T Parties each
acknowledge agree that: the City's consent to the Change of Control is made in reliance upon
the represen ons, documents, and informafion provided by them in connection with the request
2
oo-Z9
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representaCions and wananties it makes (including any it makes
jointly), which representations and warranfies include the following:
1.4.1 The AT&T Parties represent and warrant that they understand that St.
Paul is only approving the Transactions set forth in the Attaclunent 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connection with the Transactions
or not, and any agreement or option that would permit a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transzcrions will not in
any respect reduce the level of customer service in St. Paul, either by reduc' �the number of
customer service representatives, technicians or technical managers serv' St. Paul, or by
consolidating the St. Paul customer service operations with other custo er service operations.
1.43 The AT&T Parties agree that any costs asso 'ated with complying with this
Transfer Agreement, or any amendments to the Franchise Doc nts that result from this
Agreement aze not external costs for purposes of rates to St. P subscribers and sha11 not result
in rate increases to subscribers. The AT&T Parties fiuther s' ulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable ' crease in good will, intangibles ar
tangibie assets of the cable system serving St. Paul, abo the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties
negatively aff'ect access by the City to
warrant the Change of Control will not
relating to the System.
1.4.5. (a) The AT&T P ies furkher represent and warrant that no further
changes to the Franchise Documents aze re uired under current conditions, or will be required as
a result of the Transactions; provided th , Grantee does not give up any right it may have to
seek modification if there is a material ange in current conditions.
(b) The &T Parties further represent and warrant that their ability to
comply with any of their respectiv obligations under the Franchise Docusnents and this
Agreement is not based on the
services otherthan those authc
construed to imply that the Ci�
over any services other thanjEh
�umption that the AT&T Parties will be permitted to provide
zed by the Franchise Documents. This provision sha11 not be
does or does not have any regulatory authority or jurisd'acfion
authorized by the Franchise Documents.
1.4.6 E�'ch of the AT&T Parties each hereby represent and wazrant that: (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any ontract ar agreement to which it is a parry or by which it or any of its
properties may be ound (nor would such execution and delivery constitute such a default with
the passage of ' e or the giving of notice or both), and does not violate ar contravene any law,
order, decree, e, regulation or restriction to which it is subject; (b) it is duly organi2ed, legally
existing and ' good standing under the laws of the states of its respective organization; (c) the
ao-a�
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, this Agreement is within its respeetive power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and are
not in contravention of its respective charters, bylaws, or other organi7ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement � Grantee shall pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection wit� that
review, which payment shall be deemed to satisfy any obligations under Section 1 of the
Franchise or any other payment obligations any other AT&T Party might have ' connection with
the review of the application for approval of the Change of Control. The pa ent shall be due
within thirty (30) business days after the effective date of a resolution appr ing the Change of
Control, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv � Each of the AT T Parties agrees that, from
and after the consiumn.ation of the Transactions, it will not take action inconsistent with the
promises contained 'an the Franchise Documents. Meteor agree at it will provide a parent
company guaranty in a form substantially similar to the attac ed, prior to the date of the Change
of Control; provided that, if acceptable ta the City Attomey, Meteor, as successor to MediaOne's
obligafions, may in lieu of issuing a new guarantee, aff in a fornl acceptabie to the City
Attorney that it will be the guarantor under the guaran .
1.7 Franchise Amendments � The Crr tee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necess to effectuate the Change of Control or this
Agreement.
1.8 Suaset � In the event the Tr nsactions do not close by December 31, 2000, ar
close on terms that are in any material re ect different from the terms disclosed to the City in
writing prior to the date of this Agree nt, then the City's approval of the Change of Conirol
shall be void, and the Change of Con ol approval request deemed timely denied.
L9 Other Conditions Prior to the Closing of the Transacrions, ail payments
required under this Agreement, d all guazantees required must have been delivered and
accepted by the City, except a otherwise set forth in this Agreement. Prior to the Closing of the
Transactions, all required in ce, bonds and letters of credit must haue been obtained and
proof of the same must be rovided to the City, to the extent that the Change of Control may
change or affect the sam eld by Grantee as of the date of this Agreement.
SECTION TWO. CUSTOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received Crrantee on August 25, 1999, the City notified Cnantee of alieged violations
of various custo r service standards required by Article II, Section 208(a) of the Franchise, for
periods specifie in the letter. By letter dated September 2, 1999 Grantee tunely notified City of
its dispute of ch violation notice. As complete settlement and mutual release of all claims
�� -�-�
regarding the violafions specified in the notice through December 31, 1999, the City and Grantee
make the following agreements:
2.1 Customer Letter and Comaensafion � No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customet the right to a free Pay-Per-View movie of the customet's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estimated to be appro�cimately $4.00}. The customer letter will acknowledge the role of the City
in resolution of tlus matter. Arrailgements will be made to accommodate any custo er who does
not ardinarily have aa addressable converter and, as such, cannot routinely take vantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View
additional expense or obligation in any form. The letter must provide custo�
months to take advantage of the free movie offer. The letter may not litil�t�
other promotion. f
Ldvie without any
ers at least six
free movie to any
2.2 Notice of Violation � The City agrees that it will thdraw the August 24, 1999
Notice of Violation. The withdrawai of the norice does not me that the City agrees that the
Grantee was in compliance with the customer service standar for that period; instead, the
withdrawal is part of this settlement of customer service iss s raised in the Nofice and is in return
for the Crrantee's agreements under this Section 2.
2.3 Performance levels - Disputes as to w the certain customer service
standards of the Franchise Documents are to be inte reted from and after January 1, 2000
aze resolved as described in this section 2.3-2.4. veral of St. Paul's customer service
standards are identical to or incorporate minim customer service standards established
by the FCC. By agreeing to the measuremen ar determining compliance as set out in
sections 2.3-2.4, the parties are not agreeing at the measurements represent the proper
interpretations of the FCC rules; rather, the arties are agreeing as part of an overall
settlement that these measurements sha11 used in determining whether Crrantee has met
its customer service obligations under e'sting customer service standards. Further, this-
Agreement is an agreement as to how �sting customer service standazds are to be
applied. This Agreement does not a er the Ci1y's authority under its police powers, ar
under applicable law. The City m change or repeal customer service standards, adopt
different or additional customer rvice standards, and may require Grantee to comply and
to demonstrate compliance wit the standards the City adopts; except that the City agrees
to use the measures describe n Section 2.4 to measure compliance with the telephone
transfer time standard and t e busy signal staxidard until at least September 30, 2000. This
provision is not intended permit the City to adopt customer service standards
preempted by state or fe eral law.
23.1. Under the federal customer service standards incorporated into the
Franchise Docume ts, standard installations are to be performed within seven (7) business days.
Under normal op ating conditions,this standard must be satisfied no less than 95% of the time
measured on a arterly basis. The phrase "of the time" will be interpreted to refer to the number
80 -aq
of standazd installations requested in the City, so that if 100 persons request service requiring an
instaliation, at least 95 of those installations must be scheduled and completed within seven
business days unless othenvise initially requested by the customer.
2.3.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint prompfly and in no event later than 24 hours after the probiem becomes
known. Crrantee must resolve service complaints within three days. �
2.3.3. Under the federal customer service standards incorporated ' o the
Francluse Documents, certaiu customer service staudards apply only under "no al operating
condirions." Generally, the term shall be interpreted as defined in the FCC es; but
noiwithstanding how the FCC may interpret the term, upgrades, rebuilds, ant or facili6es
construction or repiacement (inciuding but not limited to moving, addi or eliminating facilities,
or changing addresses), additions, deletions or changes in equipment 'ncluding Grantee's
telephone systems, computer systems, record-keeping systems) or ployees, or changes in
operating or management procedures, consolidations, transfers, c orate mergers,
reorganizations, roll-out of services, price and service changes any combinafion of the above
will be deemed to be "normal operating conditions."
2.3.4 Grantee sha11, in addition to its oth obligarions under the Francivse
Documents, install such equipment, implement proced s and maintain such records and prepare
such reports as are necessary to show Grantee's comp 'ance with each and every customer service
standard.
2.4 Resolution of Certain Disputes s To Telephone Answering Standards. The
reports and procedures specified in this Sectio .4 will be utilized to demonstrate compliance
with telephone standards described below thr ugh September 30, 2000. After that date, those
reports and procedures will continue to be 'lized until (a) 30 days after Crrantee gives written
notice that the repofts and procedures sh not apply; ar(b) the City implements different
telephone answering standards, or differ nt reports and procedures for complying with the
existing telephone answering standazd . Prior to September 30, 2000, the City and Grantee will
meet to discuss whether to continue utilize the reports and procedures, or whether alternative
reports and procedures should be u ed.
2.4.1. Under th federal customer service stanciards incorpora#ed into the
Franchise Documents, teleph e transfer time to a customer service representative may not
exceed 30 seconds, and this dard must be met 90% of the time under normal operating
conditions on a quarterly asis. Within 10 business days of the end of the each, month, Grantee
shali submit a report en ' ed "Telephone 5ervice Factor,° ("TSF") in substantially the form in
Attachment 2 and a re ort enfitled "Average Speed of Answer" ("ASA") in substantially the form
in Attachment 3. If antee properly prepares the reports, and {a) the ASA Report shows that
the average answ time was 45 seconds or less; and (b) fhe TSF Report shows that the telephone
service factor w 80 per cent or higher (these standards are referred to as the "Prelnninary
�
ao -�°I
Standards"), Cnantee will be deemed to be in compliance with its customer service obligation to
transfer calls within 30 seconds 90% of the tune under normal operating conditions.
2.4.2. If there is any month in a calendaz quarter in which the Preliminary
Standards are not satisfied, Crrantee shall prepaze and submit a Detailed Log Report in
substantialiy the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to,=
identify those calls received during periods that were not normai operating conditions, to�
determine whether the telephone transfer measure has been satisfied. The DLR will ' clude
summary data showing (a) the total number of calls received in the reporting peri ; the total
number of calls received during normal operating conditions; and (b) the total ber of half-hour
intervals during the reporting period; the total number of half-hour intervals here normal
operating conditions applied; and the percentage of half-hour intervals w re calls were
transfened and answered within 30 seconds during normal operating c ditions. If the report,
properly prepared, shows that: counting only periods of normal oper ng conditions, during 90%
of the vme periods in the quarter, the average speed of answer was 0 seconds or less, Grantee
will be deemed to be in compliance with its customer service tr sfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee 1, upon written request from the
Cable Communications Officer promptly pay liquidated d ges to the City for violating the
standard for the quarter covered by the quarterly DLR, by date specified by the Cable
Communicafions Officer. Nothing in this Section 2.4 p ents the City from contesting Grantee's
ciassification of particular tnne periods as involving "n al" or "abnormal" operating conditions.
Attachment 4 shows time peziods classified as"abno al" by Grantee, but the inciusion of this '
attachxnent is to provide an example of the proper f for the report. The parties have not
agreed that the periods that were treated as "abno al" in the example report were in fact
properly so classified, or agreed on procedures f determining whether a period reflects normal
or abnormal conditions.
2.4.3. Under the federal cu omer service standards incorporated into the
Franchise Documents, a caller must recei a busy signalless than three per cent of the time
during normal operating conditions. W' in 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" (" B") Report, in substanrially the form in Attachment 5.
Within 2Q business days of the end o each calendaz quarter, Grantee will prepaze a consolidated
ATB Report. If Grantee properly epares the quarteriy report, and the quarterly report shows
that ali trunks were busy less th three per cent of the time during the quarter, Grantee wili be
deemed to be in coinpliance wi its "busy signal" customer service obligation. If not, Crrantee
wili be deemed to be out of c piiance and Grantee will, upon written request from the Cable
Communicafions Officer, p mptly pay liquidated damages to the City far violating the standard
during the quarter covere y the quarterly report, by a date specified by the Cable
Communications Offic .
2.4. Each of the reports prepared under Section 2.41-2.4.3 will reflect only the
ca11s from and re urces dedicated to customer service for the Twin Cifies Metropolitan Area, as
defined by the nited States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
2.4.5. In determining whether a particular outage event constitutes a normai
00 -a
operating condition for purposes of prepazing the Attachment 4 report, Grantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepaze the ASA will measure the average elapsed time
from when a customer makes a selecrion on a phone system menu to the time when the phone is.
answered by a Customer Care Professional ("CCP") (if the CCP can answer the phone but put the
customer on hold to handle other calls, the wait time should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent total calls
that were transferred and answered within 3Q seconds (if the CCP can answer telephone but
put the customer on hold to handle other ca11s, the wait time should be inclu d in determ;ning
whether the 30-second standard is met}.
2.4.8. The ATB measures the percentage of time
increments) that all trunks coming into the call center that are av,
Metropolitan Area are in use.
2S Resolution of Disputes as To Liqui
disputes as to application of the liquidated damages
as follows:
2.5.1. Liquidated damages accrue on
opporhuuty Yo cure prior Yo imposing or coilecting lic
imposing or collecting liquidated damages, the City t
appear before the Ciry and to show cause why liq d<
collected except that, no such opportuniry is re ued
Section 2.41-2.42.
ured in one-second
for ca11s from the
�ages � In resoluCion of the
of the Franchise, the parties agree
b}`each, and the City need not provide
�iidated damages. Provided that, before
iust provide the Grantee the opportunity to
ted damages should not be imposed or
for liquidated damages as described in
2.5.2. With respect to custgfner service standards where compliance is measured
over a period of time and on a group rath than individual basis (as is the case with telephone
answering time response), the parties a ee that the Franchise Documents shall be interpreted to
provide that for each standard violate , for each day of the period during which Grantee was out
of compfiance, Grantee will owe $2 (in 1997 dollars). By way of example and not limitation, if
Grantee failed to satisfy telephone ansfer time standards for a single quarter, the Grantee would
owe $200(in 1997 doilars) x(th umber of days in the applieable period); if Grantee also violated
the installation staudazd durin the quarter, Crrantee would owe an addifional$200 (in 1997
doliazs) x(the number of da in the applicable period).
2.5.3. E h distinct standatd with respect to customer service is treated as a
separate standard. By ay of example, and not limitation, the telephone transfer time
requirements are dis ' ct from franchisee's obligations with respect to busy signals.
po-��
2.6 Insfitufional Network Enhancements � At the time of Grantee's Fiber
Institutional Network upgrade, Crrautee shall enhance the Fiber Institutional Network by
increasing the optical fiber deployment in the Fiber Institutional Network as set forth in
Attachment 6 hereto. Specifically, Cn•antee will construct 6 count fiber to the designated school
sites, 6 count to the designated Ramsey County sites, and 48 count fiber to the designate�t City
sites, all as idenrified on Attachment 6, at no cost. In addition to the above, the Ci �,�amsey
County and the designated school sites may request additionai fiber count in theifing connecting
the designated City, Couniy or school sites if the requesting party provides cient advance
notice to permit Grantee to include the additional count during the cons ction of the Fiber
Institutional Network and agrees to pay the incremental cost of such a'tional fibers.
2.7 Insfitutional Network E ui ment Grant � No ter than January 31, 2000,
Grantee shall provide to Ciry an equipment grant in the amo of twenty-five thousand dollazs
($25,660) to be used by City for equipment associated with ctivation of and implementation of
the Insritutional Network.
2.8. Institutional Network Com leu tion - he City co�rms that Grantee has
satisfied element number 2(reliability of the netwo ) and element nuxnber 3(physicai inspection)
of Section C, Attachxnent 2-F of the Corrective Pl for the upgrade of the Institutional Network.
The City confirms that Grantee has completed d satisfied its construction requirements with
respect to the Upgraded HFC Institutional Ne ork as defined by Section 301(a)(3) of the
Franchise Documents.
SEC"TION THREE. NO WAIVER. B its consent to the Change of Control and execution of
this Agreement, except as specifically ovided herein, the City waives none of its rights or
prospective rights with respect to Crr tee's compliance with the terms, conditions, requirements,
and obligations set forth in the Fran 'se Documents or Cnantee's obligations with respect to the
same.
SECTION FQUR. OBLIG TIONS NOT FRANCHISE FEES. Each of the AT&T Parties
agree that none of the costs ' must incur, or payments that it must make under this Agreement
consfitute franchise fees, instead fa11 within one or more of the exceptions set out in 47
U.S.G 542(g)(2), and e h of the AT&T Parties further agrees it will not raise any claim or
defense to the contrary, 'n any forum. Without limiting the materiality of any other provision, it
is agreed that the City ould not have approved the Transacfions without this provision.
SECTION FIVE EFFECT OF FAILiJRE TO COMPLY WITH THE AGREEMENT.
The City at its o tion may exercise any remedy available to it at law or at equity, or under the
Franchise Doc ents against any of the AT&T Parties that breach their respective obligations
under this A eement, and in addition, without limiting the foregoing:
5 Failure To Comply with Conditions that Must Be Satisfied Before Closing
Date, any of the AT&T Parties fails to comply with any requirement of such party that must
be co pleted befare the closing date of the Transactions, then the City's consent shall be deemed
00 -�°t
of no effect and the request far approvai of the Transactions shall be deemed timely denied.
Further, without luniting the foregoing, in the event a clann or defense is raised at any time that
would affect the enforceability of a material term of this Agreement, the City may rescind its
approval and deny the approval request, in which case the request for approval shall be deemed �
timely denied. �
5.2. Failure To Com I with Conditions that Are To Be Com leted After he
Closin� Date; Failure of Representaflons and Warranfies. In addition to the Ci obtaining
such damages or equitable relief as may be appropriate, in the event of a breach o 's
Agreement, or if any representation or wartanty is false, misleading or incomp e, the City may
apply the remedies under the Franchise. Without limiting the foregoing, if y of the AT&T
Parties fails to comply with any material requirement of such party under 's Agreement that.
applies after the closing date of the transactions or if any representafion wan by an AT&T
Party is false, misleading or incomplete in any material respect, the tee shall be deemed to
have substantially and materially violated the Franchise, and the Fr chise may be revoked. The
provisions of the Franchise sha11 govern any revocation proceed' . However, no opportunity to
cure needs to be given prior to revocation if a warranty or repre ntation is false, misleading or
incomplete in any material respect.
SECTION SIX. INDEMNITY. Each of the
the City harmless against any loss, claim, damage, l
lnnitation, reasonable attorneys' fees) incurred as a.
by such party to the City in connection with the Tra
inaccurate or incomplete. �
J?"Parties agrees to indeznnify and hold
y or expense (including, without
of any representation or warranTy made
ons or this Agreement which is untrue,
SECTION SEVEN.
7.1. Waiver of Claims � The &T Parties hereby waive any and all claims that they
may have that any denial of the Applicaf n that results from any failure to comply with this
Agreement fails to satisfy the deadlin established by applicable law including, without lunitaflon,
claims based on, arising out of, or rel ' g to secfion 617(e) of the Cable Television Consumer
Protection and Competition Act of 92, Pub. L. No. 102-385, 106 5tat. 1460 (1992), as
amended, and agree that they shal e deemed to have agreed to an extension of the tune to act on
the Application as required to m e any denial effective.
Z2 Acce tance o A reement Ll By signing this Agreement, (i) each of the AT&T
Parties accept, and agree to omply with, each provision hereof that applies to it; (ii) the AT&T
Parties acknowledge and ccept the City's right to consent to the Transactions, and to enter into
this Agreement; (iii) ea of the AT&T Parties agrees that it will not, direcfly or indirectly,
oppose intervention b the City in any proceeding regarding the System except where intervention
is prohibited by law• and (iv) each of the AT&T Parties agrees that the approval of the
Transactions was anted pursuant to processes and procedures consistent with Applicable Law,
and that it will n t raise, and hereby eapressly waives, all claims to the contrary.
10
�o-a�
7.3. Representarions and Warranties Material 0 Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warrauty proves to be untrue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Crrantee agrees to comply with all law£ul Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obliga '�ns,
claims, defenses or remedies regazding the authority of the City to impose requirements ' the
future. Except that, notwithstanding the foregoing sentence, after providing notice an
reasonable opportunity to be heard and present informafion on the subject matter o e findings
and the subject matter of the requirement to be considered by the City the Ciry ay unpose an
access requirement later if an access condition could have been lawfully unil erally established as
a condition in connection with the review of the Transactions,. Costs assoc' ed with Grantee's
implementation of any such requirement shall not be subject to the provi 'ons of Section 1.43 of
this Agreement relating to external costs, but neither is the City conce ' g that any costs would
be external costs.
SECTION EIGHT. BINAING AGREEMENT. This Agree ent sha11 bind and benefit the
parties hereto and their respective heirs, beneficiaries, adminis ators, executor, receivers,
trustees, successors and assigns; the representations and w ties contained herein survive the
effective date hereof unless otherwise terminated or super ded by agreement of the parties.
SECTIOl� NINE. GOVERriING LAW. This A,g4eement shali be governed in all respects
by the law of the State of Minnesota. �
SECTION TEN. D12AFTING. This Agr ment is the product of common negotiafions
among the parties and shall not be conshued gainst any parry on any grounds related to drafting,
revision, review, or recommendation by agent or representative of any party.
SECTION ELEVEN. TIME i�' THE ESSENCE. In determiaring whether a party has
complied with this Agreement, the p^ rties agree that time is of the essence.
SECTION TWELVE. C iTNTERPARTS. This document may be executed in mulfiple
counterparts, and by the parti hereto on sepazate counterparCs, and each counterpart, when
executed and delivered, sh constitute an original agreement enforceable against all who signed it
without production of, or counfing for, any other counterpart, and a11 sepazate counterparts
shall constitute the sam a�reement.
SECTION THIR EN. CAPTIONS. The captions and headings of this Agreemem are for
convenience and eference purposes only, and shall not affect in any way the meaning and
interpretation o any provisions of this Agreement.
ii
Attachment 1
Before the Meraer AT&T Corp and MediaOne Group Inc are separate and
unrelated corporate entities.
AT&T Corp.
MediaOne
Group, inc.
MediaOne Groua, Inc. merges into Meteor Acquisition Inc with Meteor
Acauisition. Inc. survivina the Meraer and MediaOne Group Inc ceasing to
exist:
MediaOne
Group, Inc.
+ Meteor
Acquisition
Inc.
Meteor
Acquisition.
Inc.
After the Meraer Meteor Acauistion Inc becomes a subsidiary of AT&T
C O�D
AT�T Corp.
�� � l
Meteor
Acquisition,
inc.
�
N
C
�
N
N
S
W
�
N
C)
N
7
O
O
v
N
S
m
�
m
'
N
�
�
N
N
Q
�
W
O
N
fD
O
O
7
Q
W
O
N
N
m
� o -d�
9
rt
rt
�
n
o'
m
p
rt
iV
' N V O� W N O� W CO
, � W O N A � 00 O
� O O O O O O O O
� o 0 0 o a o 0 0 .
a�J�
9
rt
rt
�
n
x
�
m
�
rr
l�!�
, -� � N N W W A .P Vt �
' fT O CT O C3'i O !T O CJ� O �
Attachment 4
�a_��
KEY
Abnortnal operating conditions - nehvork autages beyond MediaOne control
Abnormai operating conditions - seyere weather
Abnormal operating condifions - US W EST felephone network problems
Ovedap of severe weather and network outages beyond MediaOne control
Overiap ofi US WEST telephone netwo�k probtems and networic outages beyond MediaOne
10% of 1/2 hour segments; by month
, ' , 6
9
rt
tt
�
n
o'
�
m
�
�r
�
s�-2�°�
�
rt
rt
w
n
x
�
m
d
rt
�
c76 - �
�
rt
R
W
n
�
m
d
rt
F
�• -"
�
n
�
�
�
�
�
�
rt
F
e� -
•� .'
ec-a�
�� -2 °I
a
rt
rt
N
n
�
9
m
❑
rt
r
a � -a�
0 0 0 -� � -� �
0 0 0 0 0 0 0
Attachment 7
7} 6 �
a�i
CORPORATE GUARANTY
OF
METEOR ACQiTISITIONS, INC.
This Corporate Guaranty ("Guaranty") is executed as of , 2000, by
Meteor Acquisirions, Ina (Guarantor"), for the benefit of the mwaicipality of St. Paul
("Authority").
WITNESSETH
WHEREAS, pursuant to the cable franchise (the "Franchise") between the Authority and
MediaOne of St. Paul, Inc. ("Grantee"), and certain agreements, understandings and
Franchise amendments related thereto, Grantee has certain obligations related to the
provision of cable television and related services for the Authority's citiaens; and
WHEREAS, Guarantar is the ultimate parent company of Grantee; and
WIIEREAS, this Guaranty is required in conjunction witYi Authority's approval of the
change of control of Grantee as more fully set forth in the Agreement between Authority and
Cnrantee dated January 12, 2000 (the "January 12, 2000 Agreement") and which, as such,
constitutes a benefit to Guazantor.
NOW THEREFORE, as a condition of the January 12, 2000 Agreement, the parties do
hereby agree as follows:
1. Guarantor nrevocably and uncondifionally guarantees to the Authority or its
successors and assigns prompt and satisfactory payment and performance by Grantee of the
Franchise and those certain agreements, understandings and Franchise amendments related
thereto, and all applicable federal, state and local laws, ardinances and regulations. This
C�uazanty does not require the Authority to provide additional notice beyond that it is
required to give under the Franchise to Grantee, and Guarantor waives any norice
requirement that might otherwise apply. Unless otherwise provided for herein, Guarantor's
obligations aze irrevocable, unconditional and absolute and shall not be affected by:
a. The waiver by the Authority of the performance or observance by
Grantee or Guarantor or any of the obligations under the Franchise, this Guaranty,
or the January 12, 2000 Agreement;
b. The extension of the term of, or the e�ttension of6me for performance
under, or any other amendment to, the Franchise, or applicable law affecting the
Franchisee (whether material or otherwise);
2. This Guaranty shall be effective upon its execufion and shall supersede and
replace any and all prior guaranties by any parties of Grantee's performance of its obligations
1
�jD -�
under the Franchise, and shall run throughout the term of the Franchise and any renewal or
extension thereof, except that this Guaranty shail terminate at such earlier time that
Guarantor lawfully transfers ownership or control of Grantee in accordance with the
Franchise and applicable federal, state and local law,including receipt of consent from
Authority for such transfer. Prior guaranties shall remain enforceable against Guarantor for
acts or omissions of any obligations under the Franchise occurriug prior to the effective date
of this Guaranty.
3. In the event that Guarantor should breach or fail to timely pezform any
provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including
court costs and attorney fees) incurred by Authority in the successful enforcement hereof.
4. Guazantor represents and wanants that the execuuon, delivery and
performance by Guarantor of this Guaranty and the consummation of the transactions
contemplated hereunder do not, and will not, contravene or conflict with any law, statute or
regulation whatsoever to which Guazantor is subject or constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or result in the
breach of, any indenture, mortgage, deed of trust, chazge, lien or any contract, agreement or
other instrument to which Guazantor is a party or which may be applicable to Guarantor.
This Guazanty is a legal and binding obligation of Guarantor and is enforceable in
accardance with its terms, except as limited by ba.nkniptcy, insolvency or other laws of
general application relating to the enforcement to creditor's rights.
5. The Guazantor agrees that no failure to exercise, and no delay in exercising,
on the part of the Authority, any right hereunder shall operate as a waiver thereof, nor shall
any singie or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right. The rights of the Authority hereunder shall be in addition to a11
other rights provided by law. No modification or waiver of any provision of this Guaranty,
nor consent to departure therefrom, shall be effective unless in writing and no such consent
or waiver shall ea�tend beyond the particular case and purpose involved. No notice or
demand given in any case sha11 constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.
6. This Guazanty shall be governed by and construed in accordance with the
laws of the State of Minnesota and the applicable laws of the United States of America. Ail
litigation related to this Guaranty shall be venued in the State of Minnesota.
7. This Guaranty may be amended only by an inshwnent in writing executed by
the party or an authorized representative of the pariy aganist whom such amendment is
sought to be enforced.
8. This Guaranty shall be effecfive and may be enforced without the Authority
e�austing remedies it may have against Grantee.
�6-�'�
IN WITNESS WHEREOF, Guarantor has caused this Guazanty to be duly executed
by its authorized officers as of the day and yeaz first above written.
METEOR ACQUISITIONS, INC.
�
Its:
�
��� �c > (ll �-? �j U J Ul � o `f) � C� � � �D fU � �
o C)��I 1 o�I �->
� c> �� Ul � o � I � l ( J � �I o
�'� I'I � �) � � (� (� � � �
I - • \ ui'`uO°-i i_�f�7�� �zr�v
<G- r'� �. z c
� `ii ������r�r� �i���������
� � � v� v� � � r c�
�,U � � - � �--� C� � � � O J> �� 1 (/) � � I�l
(,�) ( � 1 - � � td � d � � i (/) � --+
l 1 1 f � 1 < C C�� �-�� ;� I� ���-� D
(,l � f � t� �D�
Ud L� 7�7fT1
� �� � �
� �� 7 �
Cl Cl �
� Z �
1-� O
� -I
b� Cd
C C
�-� �
��
--i -I
�v
) �
� �
— �
,
r-�
�
�
f'1
�
�--�
�
I'I
lJ
��
,-.
\
0
\
��
�n
-I
_�
-I
� �-° �
oo�-
�c�o�
��l f' 1 �
z
��
D� �n
i -����
� o �
I � ;
� _ �
� �
� �'�
� ��I
� — I
ITl
ITl
� i
�
�.
n
4
l�
�
1S
<t
ST
J
IS
r S�� �
J
� �.' �� q
� / � � q Q 2
�� \ P
Y � � ���
� � ���
�
, � o
�• � ¢
`� � � �� ���
� �
\ / y P �
� �l� v�O\
��� 1 N R � ��P9
S l"
ST
Y
K
¢
�
P
��
e , y v
�
1
•
�
2
3
�
n
�
�
a
4
i�
/� v
v
/ �O
� ��
��
��
\ O
O��
>�
ti
J �v
W
L
�
�
�
�
f
-
�
�-
�
�
�
«
Z
J
I
V
R
nx -s.
Y_
(Y
Q
�
..U��I I-.�1–_
Y ST
—� � FlM ST
Q � >
S f � �+ Q
> � _
¢ ¢ � r I r�
N �
a
Q
O
N
Q
�
0
ST `;
q
a
0
�
�
a
�
z
�
LJ
H
N
�'
3
h�3S 1�
>
¢
H
N
Q
z
a
0
�
Q
u
_
U
>
a
, � ��-�-�-- ��:,1�, ( I I I I� ��II�I � �� f i�'� ���
� i i i i i i i"oPi i_� i, � n �� , .�, ��, ��I� i i � i i J,J ,�
�b I
�
�
_ _ _ _ -�
__ Y
�
No1�Nnana a
Y r-
d / /
Z
W
J
6
S
a
>
¢
ST
>
a
m m m
�, ��
� � � '
, I
1 1 �
II
�
��
ri
�
I
I
i�
n
O
O
r
m
�
CO
C)1
O
O
'T'1
m
m
�
�
�
�
m
�
.
Z
n
O
�
�
m
_1
O
O
O
TI
m
�
IV
�
r
m
�
O
Z
�
�
D
�
m
V
N
�
O
O
�
m
m
-�I
�
w
v
�
�
�
m
�
C)
�
�
r-
D
rn
�
N
O
�
O
0
�
m
m
�
N
N
�
�
�
�
m
�
��:�: �R�R��=����
�� o � co � o� cr� � w rv � � - -
�i��� �����z���� ���������� v����
� �- �i�c��s�� D �� ����-
i�i� �i�ir u��-��� � ����
�� <���-��� r�����r� �����
�� �-�z� ��� �� � � �� ��
���� � r�� e���� ���c �v��r��
u �; u�r�r�� ss�������� o ����
� � r � r� r� o� o �, �-� � td - o ��
i�i �x�� r�v�c ' ��-��� �r�ii��?
i < (�,� � � ���r�,� d �D�r�� v'�� ��
r-�"-���� � i i � n � zz ��
��riC��c� r��i �D�D ����>
�z' r�o ds�� �z��
-i � S��z c�ir�cin
z�� zz�r� r�?� �
��� ���� �
�r���� � ��
���� � -<r��
�� ����
� � D
� �� �
f'�
i i i i � i� i r�� i i i � i i i -� i 1. u_-__._.�� i i i i i i�
I■ '�►�
nd
� �.. s� n
�
� �
� �
�✓ is dNZN
sT
� 1S
� y2
1l
c
y .
c�n
9,p�
j, 'T
r
RD `
�G� �
\�'O
-� n
�� ' _ i N
t _�
n
i i�
U � -�
�� D
n
r � in
� _ zi r _
� o � z
u
� '-' �
n
N
i n
"�
�
'� �
ri
A y S
9�
A
� n�
f
92 d
q
9
� ' sT
9
$L
� � ��
qn ��'�
6 �d
.,a
� �
T q � �[1/�
V
6° �
y dO �1
�, a
s �
1^��
��
�� �
� �
�
„�
� w w
1J C
I'I A
/_ /�
P =
D G �l
� U
2
Sr o
Q N
��
%�� �')
U
__2.
; �
>- i'
u z�
� o T�
� l �� ��
�� r_ �
�— IF�NN
� -i
n
,
o �
: i
z �'' -
i o
1 � �
3
�c�
f� I
N
O
D
��' fJRIE.NT
�- r.
_ � �—___
� ,nII r � J/z A O
f' L
� i n
� n -i
r
� r� c�d�IN� ��
” � ��?\ON {�Nd � a �� y �
o � S Q�ov�l�v Na>`S ����i_i rSNi o� c�iv=� =
, z a
[ ST
FlRI< ST
cn _
� �
� , i�
_
_-�
i L'_'_
1S =' J2
I� I I I I I I
f'1 VJ N �
Ll D � r
ti d
D D D
� � N N
� ~
3�?�b'W
< `� < ' Y.
< �
BURLINGTON IV�
�b 3Nt, � Qdp?Jlid?J Nb3Hl2J�N N019NI121f1H
13RqDL�EY ST
'� I I" I I'I I' I
I � � �
���
1S 3
T
�
a
�
ST �
dl
/
u !�1 y
� Z
Z y
� � D
D �
�
D
�
`
O
�
Z�
s �
� �
<
/�
rnx
Nen
�A
S
�
r�
0
� �
< D
G
� I �'
t ,J
��
�'��<
�
I II������-
_�_
. ,�,
� .__�
_ --._.l. i, �� a � � L �
---1-. �
Q
�
— � _.______--. �
- �—_-_— � � m,�
�
W
—�
£ � m ��
v v�
r � o
9i��i's�\IEb���1�
�sr — Z
�
�
0
e
is ��N � _ �
�
/
�
<
Av
ls �ai3N❑ s � . .
II �
� ,�
d�
<
�:W�
� � � �
� � � �
--.� �r-r � � �
- ���n��li�
�������
��i��� i.
x
L r
, r
D
<
ti f< <
JI
I I �
�
L
E
� � 3I £ £
D f U � �
S C i I f A
�i � l��o
nd Na3i�N
�
�
�.d
A
�
Z
N
3
- C
N
f�
C
3
s �
D
�
�
�
D
� �
❑
U
D
]J
�
� ���
�� y 1
�
w
c
»
r. � 1S
TON S"f Y`�� NC�I.
� \ ( � A
� ~
2 �-
uj A
—__ trj Z
� D
U
D- �
� �
_—_ � r
� Z
LL �
� D y
i�l .T1 p
� G L
1
D Z
IL — � 0
� _— _ A
o � -a
G
u �
D � �
G u �
� D
I'I •- 1S
r
�
o Ci
_- -I D
I b
IT1
w
c
A
!'
Z
C1
y
p
�
0
A
U
�
��■�s���� �---_--
s� �g�� - 1 ��
' �����' ��I ���
G � l�
o �
��
N�1�
�y�
� ` s r
�
� O �
� A
� �
�
D
G
� 1�
U
D
i0
�
�
i D
]J
�
�
� � "
- U /
f' D N �l
T� T �- �
� C Z D
.. I'1 -I
f`1 � O
� � !
1$
.-'_�
D
�' _'
�.__-'_
D
�
��u�h ���
J:\I Data Site Location MEDIAONE PLAN.dwg Tue Jan 04 14:94;06 2000 TMT
^ �7
1S
�
S�
i _-. ' --
S
�
�
_
�--,. � � � � � 1 a .
-� � i i �� , „����
�,�, � � i � t �,
_� ���
- ��
� I � I I� A I °
ST
J
AV
� V��
-I a
� � �
\ 1 I
�
<
T
AV
--�—�� � � s �����-„��, ���� ��
1 �3
�a
a
b
� �
<
��
�
�
�
�'r � v�NUn�ta sr ° �_ � .,�� , �r a � / �� � 35w ��r"
�-�_�_�_-� �_ - -- � � _ S d �' `' s
� - -- �� �l&B o � �
__ -_ � - -,- _-\ v, \ � A � �^� a
�
_ � � d z
< � � � A �
� A � �
� ` ` _ � N /� I Y . y
I I I I ICMSf� FlNDI PAC� C I,:AILI�OAD � A GN ST �
N D �
- -+ t IE< < '' v 1S QA
� �
is a �
_ m NN
-- — — � �
�� --_---- — N ELLq b � y
� i ___�- /�F/_l�3MOH N E� � Si � �
i7 _� �
�
. z - '_ x _ Wf11CiY D
_'_ P �
G - "� o z
;o s '�
� S- \ �___-1S C[ V�At/� v °Q 1 �3I�NdJ
�� � �
�% ,�, ,I i -_ 1S NI�H1G� N
��-( - L - D� � STEVE S ST
G n r� �
C L - E
� ( - i _ _
r
d D
_-__--_�--.- . _ � .
z
- r� `
r -
S � N �
-- r
- 0 3
- --_ --_ � � C _
- ___ __ - _" __ _ _ _ J .
�
�-� � _ $ �.� �[ _ � -
-_-- _ _ _ - _-__" �.:_ _ -1 -
` d 1S NO1
L S 2t N c
�
--� _ �-.-- --�--I s� - � _ —
,
� � _
IYt JNITI�NS` � --,'� --
,. � u
� �
- -� n
< �
- cI t[SV �N J.S =�21 £tSV - ?J 3S /\t
�
i i _
T_ .-l__ 1$
- --- _CS N�S�WI`.fiN � �
-E L ; -
_ "SV" . � - �
n -�
-�-�-, _� ' IIdJ
-- �" .S`Nu _ - I �
- J � _ -
______C� � 1S 1?J3 �
-,.____� , ` �� "ti ro
r�
r
c
v
<
dJ N
531N73
<
�
Council File # 00 — a9
Green Sheet # (0�3�9.
RESOLUTION �
CITY OF SAINT PAUL, MINNESOTA
Presented By
Re£erred To Committee: Date
n^
1 WHEREAS, the City of Saint Paul has granted a non-exclusive cable franchise to MediaOne of St. Paul, Inc.
2("Grantee"), to provide cable service in the City, which was issued on May 27, 1998 and effective July 31, 1998,
3(the "Franchise"), which Franchise is, as set forth therein, subject to Chapter 430 of the St. Paul Legislative
4 Code ("Ordinance");and
6
7
8
9
10
11
12
13
14
15
16
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delawaze, Ina ("MediaOne-Del."),
which in turn is wholly owned and controlled by MediaOne of Colorado Inc., which company is not involved
directly or indirectly in the management or operation of Grantee, which in turn is wholly-owned and controlled
by MediaOne Group, Inc. ("MediaOne"); and
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as U S WEST)
are signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998 Transfer AgreemenP') by and
between the City, Continental Cablevision of St. Paul, Inc., MediaOne of Delaware, Inc., and US West, Inc.; and
Grantee is pariy to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 1997 as
amended by the Franchise Documents (collectively the Ordinance, the Franchise, and a11 documents
incorporated, attached to or referenced therein, and including the 1998 Transfer Agreement and the Corrective
Plan Agreement and Corrective Plan aze referred to as the "Franchise Documents"); and
17 WHEREAS, MediaOne is guarantor of Grantee's obligations; and
18 WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Metear Acquisition, Inc.
19 ("Meteor"), and MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
20 into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the transactions
21 contemplated by the Merger Agreement (the "Transactions"), Meteor will become the corporate successor to
22 MediaOne; and
23 WHEREAS, MediaOne Group, Inc. filed FCC Form 394 with the City on July 20, 1999, requesting the
24 consent of the City to a transfer of corporate control of MediaOne Group, Inc. to AT&T Corp; and
25 WHEREAS, Upon closing of the Transacrions, control of MediaOne-Del, will change from MediaOne to
26 Meteor, and Meteor in turn will be wholly owned and controlled by AT&T (the "Change of Control"); and
27 WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
28 WI�EREAS, the City has determined that it is not in the public interest to approve the Change of Control unless
29 certain conditions are satisfied, including the execution of this Agreement, and MediaOne-Del, MediaOne,
30 Grantee, Meteor and AT&T (collectively, the "AT&T Parties") aze willing to satisfy those conditions, which
31 conditions aze set out in an Agreement attached hereto.
00 -a°i
1 WHEREAS, among other things, there are outstanding issues as to franchise compliance, and under the
2 Franchise Documents, non-compliance provides a ground for denial of a Change of Control request; and
3 WHEREAS, the Agreement, negotiated with City staff, and executed by authorized representatives of the
4 ttausfer parties, provides remedies for the customer service performance issues and provides that the City will
5 withdraw the August 24, 1999 I�iotice of Violation regarding customer service issues; and
6
7 WHEREAS, the Agreement contains other representations, wananties and agreements by the transfer parties
8 that resolve transfer issues and provides indemnities to the City regazding its approval af the change of control;
9 now, therefore, be it
10 RESOLVED, that the Change of Control &om MediaOne to Meteor and AT&T is approved, provided that the
11 attached agreement becomes effective, and is fully enforceable in accordance with its terms.
12 RESOLVED, that the Change of Control is denied as of this date if the attached agreement does not become
13 effective, or if it is not fully enforceable in accordance with its terms.
14 RESOLVED, that the Mayor and Director of Technology and Management Services are hereby authorized to
15 execute the aforementioned Agreement and that stafFbe and hereby is directed to draft the appropriate ordinance
16 amendments for submission for Council consideration.
17
18
19
2�
21
22
23
24
25
26
27
28
29 Adopted by Council:
3� Adoption Certified by
Date co
\
Counc' Secretary
31 sY: �, �—. � ,�...�.,,_
32 Approved by Mayor: Date �/�}„ r��
33 sy: ✓l
34
35
�
Requested by Department of:
Technolo & ➢a na em nt Services
By: � � � ; �
Pe er Hames, Director
Approval Recommended by:
Deoartment of Financial Services
By:
Joe Reid, Budget Director
Form ro ed by City Attorney
By:
Approved by Mayor for Submission to
Council:
By:
Oo•��
GREEfV SHEET
�.,��
TOTAL # OF SIGNATURE PAGES
No 1 ���?9
��.
FOR � CIYAiIOpEY � CIYCIYK
❑ iW/1N1t�fICiICO➢OL ❑ }�IRIYI'JLLiFRiIKttO
❑ WYOR(ORAiCifAM� ❑
(CUP ALL LOCATIONS FOR SIGNATUR�
Resolution approving the change of contxol of the Saint Paul Cable Franchise from MediaOne
to Meteor and AT&T.
a
PLANNING COMMISSION
CIB COMMITfEE
CNIL SERVICE CAMMISSION
Has tnic a��rm exr qarxed urMCr a conUaa tormis depa�fine�'J
vES NO
Has mis vwsoNfirm eVer tcen a atY emPbYee7
YES NO
Does tAis Pa��rm 0� a sldll rwt norma�y'P�sesseE M anY arrent citY emWoyee4
YES NO
�s mR a��m a �ea.eomn
rES wo
� aH ves ansv.ers an seoaiate aneet ana attsch w nreen she�
COSTrttEVENUE BUDOETED (CIRCLE ONE)
SOURCE
ACTNRY NUMBER
rEE NO
iNwrs�ana+�exawM
��cJ �J �rs;�,�
• i � '
AGREEMENT
DATED JANUARY 12, 2000
THE CITY OF ST. PAIJL, MINNESOTA ("CITY"), MEDIAONE OF ST. PAUL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, INC. ("MEDIAONE"), METEOR ACQiTISITION, INC. (METEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS:
WHEREAS, Grantee holds a franchise to provide cable service in the City, which was issued on
May 27, 1998 and effective July 31, 1998, (the "Franchise"), which Franchise is, as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinance");
WHEREAS, Grantee is wholly owned and controlled by MediaOne of Delaware, Inc.
("MediaOne-Del."), which in turn is wholly owned and controlled by MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne
(as U S WEST) aze signatories to that certain Transfer Agreement, dated April 15, 1998, ("1998
Transfer Agreement") by and between the C3ty, Continental Cablevision of St. Paul, Inc.,
MediaOne of Delaware, Inc., and US West, Inc.; and Grantee is parry to that certain Corrective
Plan Agreement and Corrective Plan, dated December 22, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchise, and all documents incorporated, attached
to or referenced therein, and including the 1998 Transfer Agreement and the Corrective Plan
Agreement and Corrective Plan are referred to as the "Franchise Documents"); and
WHEREAS, MediaOne is guazantor of Grantee's obligations; and
WHEREAS, pursuant to the Agreement and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 (the "Merger AgreemenY'), MediaOne will merge with and
into Meteor, with Meteor as the surviving corporation in the merger, and as a result of the
transactions contemplated by the Merger Agreement (the "Transactions"), Meteor will become
the corporate successor to MediaOne; and
WHEREAS, Upon closing of the Transacfions, control of MediaOne-Del, which wholly owns
Grantee, wiil change from MediaOne to Meteor, and Meteor in turn will be wholly owned and
controlled by AT&T (the "Change of Control"); and
WHEREAS, Grantee will continue to hold the Franchise after the Change of Control; and
WHEREAS, Grantee has requested consent by the City to the Change of Control; and
WHEREAS, the City has determined that it is not in the public interest to approve the Change of
s• .-
Controi unless certain conditions aze satisfied, including the execution of this Agreement, and
MediaOne-Del, MediaOne, Grantee, Meteor and AT&T (collectively, the "AT&T Parties") are
willing to satisfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AI3D THE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CHANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the following agreements:
1.1 AcceQtance — Crrantee hereby agrees that it continues to accept, acknowledge, and
agree to be bound by all of its commitments, duties and obligations, present, continuing and
future as set forth in the Franchise Documents.
1.2 Assumution of Obli�ations — Grantee agrees that as between itself and the City
neither the Change of Control nor the City's approval of the Change of Control shall in any
respect relieve Grantee of responsibility for past acts or omissions, known or unknown except as
set forth herein; and Grantee hereby reaffirms that it shall be liable for, and accepts the
consequences of, any such acts and omissions, known and unknown, including liability for any
and all previously accrued but wifulfilled obligations to the City under the Franchise Documents
and applicable law, for all purposes. MediaOne-Del agrees that as beriveen itself and the City
neither the Change of Control nor the City's approval of the Change of Control sha11 in any
respect relieve MediaOne-Del of responsibility for past acts or omissions, known or uuknown
under the 1998 Transfer Agreement, and reafFums that it shall remain liable for, and accepts the
consequences of, any acts and omissions, known and unknown, including liabiliry for any and all
previously accrued but unfulfilled obligafions to the City under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions sha11 assume a11 obligations and liabilities of
MediaOne under the 1998 Transfer Agreement, and assume responsibilities for past acts and
omissions of MediaOne thereunder, known and unknown. AT&T agrees that from and after the
Change of Control, it will exercise its control to the extent possible to cause Meteor, MediaOne-
Del and Grantee to comply with their respective obiigations under this Agreement and the
Franchise Documents.
1.3 Conflictin� Provisions Disallowed — The City, by its consent to the Change of
Control, is not approving or endorsing the terms of any document related to the Transacfions,
othex than those executed by the City. Without limiting the foregoing, to the extent there is a
conflict between (1) the terms and conditions of this Agreement and the Franchise Documents;
and (2) any contract (other than a contract with the City) related to the Transactions, or any
contract that may afFect St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter shall be expressly subordinate to the terms and conditions of the former.
1.4 City's Reliance Unon Comaanies' Representations — The AT&T Parties each
acknowledge and agree that: the City's consent to the Change of Control is made in reliance upon
flo -a9
the representations, documents, and information provided by them in connection with the request
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representations and warranties it makes (including any it makes
joinfly), wtrich representations and warranties include the following:
1.4.1 The AT&T Parties represent and wazrant that they understand that St.
Paul is only approving the Transactions set forth in the Attachment 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connecflon with the Transacrions
or not, and any agreement or option that would pernut a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transactions will not in
any respect reduce the level of customer service in St. Paul, either by reducing the number of
customer service representatives, technicians or technical managers serving St. Paul, or by
consolidating the St. Paul customer service operations with other customer service operations.
1.4.3 The AT&T Parties agree that any costs associated with complying with
this Transfer Agreement, or any amendments to the Franchise Documents that result from tlus
Agreement are not external costs for purposes of rates to St. Paul subscribers and shall not result
in rate increases to subscribers. The AT&T Parties further stipulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable increase in good will, intangibles or
tangible assets of the cable system serving St. Paul, above the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties represent and warrant the Change of Control will not
negatively affect access by the City to documents relating to the System.
1.4.5. (a) The AT&T Parties fiu�ther represent and warrant that no further
changes to the Franchise Documents aze required under current conditions, or will be required as
a result of the Transactions; provided that, Grantee does not give up any right it may have to
seek modification if there is a material change in current conditions.
(b) The AT&T Parties fiu�ther represent and warrant that their ability to
comply with any of their respective obligations under the Franchise Documents and this
Agreement is not based on the assumption that the AT&T Parties will be permitted to provide
services other than those authorized by the Franchise Documents. This provision sha11 not be
construed to imply that the City does or does not have any regulatory authority or jurisdiction
over any services other than those authorized by the Franchise Documents.
1.4.6 Each of the AT&T Parties each hereby represent and warrant that (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any contract or agreement to which it is a party or by which it or any of its
properties may be bound (nor wouid such execution and delivery constitute such a default with
the passage of time or the giving of notice or both), and does not violate or contravene any law,
order, decree, ru1e, regulation or restriction to which it is subject (b) it is duly organized, legally
o� -a9
eatisting and in good standing under the ]aws of the states of its respective organization; (c) the
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, ttris Agreement is within its respective power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and aze
not in contravention of its respective charters, bylaws, or other organi�ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement — Grantee sha11 pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection with that
review, which payment shall be deemed to satisfy any obligations under Section 113 of the
Franchise or any other payment obligations any other AT&T Party might have in connection with
the review of the application for approval of the Change of Control. The payment shall be due
within thirty (30) business days after the effective date of a resolution approving the Change of
Controi, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv — Each of the AT&T Parties agrees that, from
and after the consumulation of the Transactions, it will not take any action inconsistent with the
promises contained in the Franchise Documents. Meteor agrees that it will provide a parent
company guaranty in a forxn substantially similaz to Attachment 7, prior to the date of the
Change of Control, guarantee to become effective at the time of the Change of Control; provided
that, if acceptable to the City Attorney, Meteor, as successor to MediaOne's obligations, may in
lieu of issuing a new guarantee, affirm in a form acceptable to the Ciry Attorney that it will be the
guarantor under the guaranty.
1.7 Franchise Amendments — The Grantee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necessary to effectuate the Change of Control or this
Agreement.
1.8 Sunset — In the event the Transactions do not close by December 31, 2000, or
close on terms that are in any material respect different from the terms disclosed to the City in
writing prior to the date of this Agreement, then the City's approval of the Change of Control
shall be void, and the Change of Control approval request deemed timely denied.
1.9 Other Conditions — Prior to the Closing of the Transactions, all payments
required under this Agreement, and all guarantees required must haue been delivered and
accepted by the City, except as otherwise set forth in this Agreement. Prior to the Closing of the
Transacrions, all required insurance, bonds and letters of credit must have been obtained and
proof of the same must be provided to the City, to the extent that the Change of Control may
change or affect the same held by Grantee as of the date of this Agreement.
SECTION TWO. CU5TOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received by CTrantee on August 25, 1999, the City notified Grantee of alleged violations
of various customer service standards required by Article II, Sec6on 208(a) of the Franchise, for
� o _ a`f
periods specified in the letter. By letter dated September 2, 1999 Grantee timely notified City of
its dispute of such violation norice. As complete settlement and mutual release of all claims
regarding the violations specified in the notice through December 31, 1949, the City and Grantee
make the following agreements:
2.1 Customer Letter and Compensarion — No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customer the right to a free Pay-Per-View movie of the customer's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estunated to be approximateiy $4.00). The customer letter will acknowledge the role of the City
in resolution of this matter. Arrangements will be made to accommodate any customer who does
not ordinarily have an addressable converter and, as such, cannot rou6nely take advantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View movie without any
additional expense or obligation in any form. The letter must provide customers at least six
months to take advantage of the free movie offer. The letter may not link the free movie to any
other promotion.
23 Notice of Violation — The City agrees that it will withdraw the August 24, 1999
Notice of Violation. The withdrawal of the notice does not mean that the City agrees that the
Grantee was in compliance with the customer service standards for that period; instead, the
withdrawal is part of this settlement of customer service issues raised in the Notice and is in
retum for the Grantee's agreements under this Section 2.
2.3 Performance levels — Disputes as to how the certain customer service
standards of the Franchise Documents are to be interpreted from and after January 1,
2000 are resolved as described in this section 2.3-2.4. Several of St. Paul's customer
service standards are idenfical to or incorporate minimum customer service standards
established by the FCC. By agreeing to the measurements for determining compliance as
set out in sections 2.3-2.4, the parties aze not agreeing that the measurements represent
the proper interpretations of the FCC rules; rather, the pariies aze agreeing as part of an
overall settiement that these measurements shall be used in determining whether Grantee
has met its customer service obligations under existing customer service standards.
Further, this Agreement is an agreement as to how existing customer service standards
are to be applied. This Agreement does not alter the City's authority under its police
powers, or under applicable law. The City may change or repeal customer service
standards, adopt different or additional customer service standazds, and may require
Crrantee to comply and to demonstrate compliance with the standazds the City adopts;
except that the City agrees to use the measures described in Secfion 2.4 to measure
compliance with the telephone transfer time standazd and the busy signal standazd until at
ieast September 30, 2000. Tlus provision is not intended to permit the City to adopt
customer service standards preempted by state or federal law.
23.1. Under the federal customer service standazds incorporated into the
Franchise Docuznents, standard installaUons are to be performed within seven (7) business days.
oa-a�
Under normal operating conditions,this standard must be satisfied no less than 95% of the tune
measured on a quarterly basis. The phrase "of the tnne" will be interpreted to refer to the number
of standard installations requested in the City, so that if 100 persons request service requiring an
installation, at least 95 of those instailations must be scheduled and completed within seven
business days unless otherwise initially requested by the customer.
23.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint promptly and in no event later than 24 hours after the problem becomes
known. C,rantee must resolve service complaints within three days.
2.3.3. Under the federal customer service standards incorporated into the
Franchise Documents, certain customer service standards apply only under "normal operating
conditions." Generally, the term sha11 be interpreted as defined in the FCC rules; but
notwithstanding how the FCC may interpret the term, upgrades, rebuilds, plant or facilities
construction or replacement (including but not limited to moving, adding or eliminating
facilities, or changing addresses), additions, deletions or changes in equipment (including
Grantee's telephone systems, computer systems, record-keeping systems) or employees, or
changes in operating or management procedures, consolidations, transfers, corporate mergers,
reorganizations, roll-out of services, price and service changes or any combination of the above
will be deemed to be "normal operating conditions."
23.4 Grantee shall, in addition to its other obligations under the Franchise
Documents, install such equipment, implement procedures and maintain such records and
prepare such reports as aze necessary to show Grantee's compliance with each and every
customer service standard.
2.4 Resolufion of Certain Disputes As To Telephone Answering Standards. The
reports and procedures specified in this Section 2.4 will be utilized to demonstrate compliance
with telephone standards described below through September 30, 2000. After that date, those
reports and procedures will continue to be utilized until (a) 30 days after Crrantee gives written
notice that the reports and procedures shall not apply; or (b) the City implements different
telephone answering standards, or different reports and procedures for complying with the
existing telephone answering standards. Prior to September 3Q 2000, the City and Grantee will
meet to discuss whether to continue to utilize the reports and procedures, or whether altemative
reports and procedures should be used.
2.4.1. Under the federal customer service standazds incorporated into the
Franchise Documents, telephone transfer rime to a customer service representative may not
exceed 30 seconds, and this standard must be met 90% of the time under normal operating
conditions on a quarterly basis. Within 10 business days of the end of the each month, Grantee
shall submit a report endUed "Telephone Service Factor," ("TSF") in substantially the form in
Attachment 2 and a report enfitled "Average Speed of Answer" ("ASA") in substantially the
form in Attachment 3. If Grantee properly prepares the reports, and (a) the ASA Report shows
that the average answer time was 45 seconds or less; and (b) the TSF Report shows that the
telephone service factor was 80 per cent or higher (these standards are referred to as the
�a -a�
"Preliminary Standards"), Grantee will be deemed to be in compliance with its customer service
obligafion to transfer calls within 30 seconds 90% of the time under normal opera#ing conditions.
2.4.2. If there is any month in a calendar quarter in which the Preliminary
Standards aze not satisfied, Grantee shall prepaze and submit a Detailed Log Report in
substantially the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to
identify those cails received during periods that were not normal operating conditions, to
determine whether the telephone transfer measure has been satisfied. The DLR will include
summary data showing (a) the total number of ca11s received in the reporting period; the total
number of calls received during normal operating conditions; and (b) the total number of half-
hour intervals during the reporting period; the total number of half-hour intervals where normal
operating conditions applied; and the percentage of half-hour intervals where calls were
transfened and answered within 30 seconds during normal operazing conditions. If the report,
properly prepazed, shows that: counring only periods of normal operating conditions, during 90%
of the time periods in the quarter, the average speed of answer was 30 seconds or less, Grantee
will be deemed to be in compliance with its customer service transfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee will, upon written request from the
Cable Communications Officer promptly pay liquidated damages to the Ciry for violaring the
standard for the quarter covered by the quarterly DLR, by a date specified by the Cable
Communications Officer. Nothing in this Section 2.4 prevents the City from contesring
Grantee's classification of particulaz time periods as involving "normal" or "abnormal" operating
conditions. Attachment 4 shows time periods classified as "abnorxnal" by Grantee, but the
inclusion of this attachment is to provide an example of the proper form for the report. The
parties have not agreed that the periods that were treated as"abnormal" in the example report
were in fact properly so classified, or agreed on procedures for determining whether a period
reflects normal ar abnormal conditions.
2.43. Under the federal customer service standards incorporated into the
Franchise Documents, a caller must receive a busy signalless than three per cent of the time
during normal operating conditions. Within 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" ("ATB") Report, in substantially the form in Attachment 5,
Within 20 business days of the end of each calendar quarter, Grantee will prepare a consolidated
ATB Report. If Grantee properly prepares the quarteriy report, and the quarterly report shows
that a11 trunks were busy less than three per cent of the time during the quarter, Grantee will be
deemed to be in compliance with its "busy signal" customer service obligation. If not, Grantee
will be deemed to be out of compliance and Grantee will, upon written request from the Cable
Communications Officer, promptly pay liquidated damages to the City for violafing the standard
during the quarter covered by the quarterly report, by a date specified by the Cable
Communications Officer.
2.4.4. Each of the reports prepazed under Section 2.4.1-2.43 will reflect only the
calls from and resources dedicated to customer service for the Twin Cities Metropolitan Area, as
defined by the United States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
/
i• .
2.4.5. In determining whether a particular outage event constitutes a normal
operafing condition for purposes of preparing the Attachment 4 report, Cnantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepare the ASA will measure the average elapsed time
from when a customer makes a selecfion on a phone system menu to the time when the phone is
answered by a Customer Caze Professional ("CCP") (if the CCP can answer the phone but put
the customer on hold to handle other calls, the wait 6me should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent of total calls
that were transferred and answered within 30 seconds (if the CCP can answer the telephone but
put the customer on hold to handle other calls, the wait rime shouid be included in determining
whether the 30-second standard is met).
2.4.8. The ATB measures the percentage of time (measured in one-second
increments) that all hvnks coming into the call center that are available for calls from the
Metropolitaxi Area are in use.
2.5 Resulution of Disputes as To Liquidated Damag�es — In resolution of the
disputes as to application of the liquidated damages provisions of the Franchise, the parties agree
as follows:
2.5.1. Liquidated damages accrue on breach, and the City need not provide
opportunity to cure prior to imposing or collecting liquidated damages. Provided that, before
imposing or collecting liquidated damages, the City must provide the Grantee the opportunity to
appear before the City and to show cause why liquidated damages should not be imposed or
collected except that, no such opportunity is required for liquidated damages as described in
Section 2.4.1-2.43.
2.5.2. With respect to customer service standards where compliance is measured
over a period of time and on a group rather than individuai basis (as is the case with telephone
answering time response), the parties agree that the Franchise Documents shall be interpreted to
provide that for each standard violated, for each day of the period during which Grantee was out
of compliance, Grantee will owe $200 (in 1997 dollars). By way of example and not limitation,
if Grantee failed to satisfy telephone transfer rime standazds far a single quarter, the Grantee
would owe $200(in 1997 dollars) x(the number of days in the applicable period); if Grantee also
violated the installation standard during the quarter, Grantee would owe an additional $200 (in
1997 dollars) x(the number of days in the applicable period).
2.53. Each distinct standazd with respect to customer service is treated as a
separate standard. By way of example, and not limitation, the telephone transfer time
requirements aze distinct from franchisee's obligarions with respect to busy signals.
8
�ia -�`�
7.3. Re�resentations and Warranties Material — Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warranty proves to be unhue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Grantee agrees to comply with all lawful Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obligations,
claims, defenses or remedies regazding the authority of the City to impose requirements in the
future. Except that, notwithstanding the foregoing sentence, after providing notice and
reasonabie oppornuuty to be heazd and present information on the subject matter of the findings
and the subject matter of the requirement to be considered by the City the City may impose an
access requirement later if an access condition could have been lawfully unilaterally established
as a condition in connection with the review of the Transactions. Costs associated with
Grantee's implementation of any such requirement shali not be subyect to the provisions of
Section 1.43 of this Agreement relating to external costs, but neither is the City conceding that
any costs would be external costs.
SECTION EIGHT. BINDING AGREEMENT. This Agreement shall bind and benefit the
parties hereto and their respective heirs, beneficiaries, administrators, executor, receivers,
trustees, successors and assigns; the representations and warranties contained herein survive the
effective date hereof unless otherwise terminated or superseded by agreement of the parties.
SECTION NINE. GOVERNING LAW. This Agreement shall be governed in ail respects
by the law of the State of Minnesota.
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendarion by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceabie against all who signed
it without production of, or accounting for, any other counterpart, and a11 separate counterparts
shall constitute the same agreement.
SECTION THIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference pwposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
11
OUTLINE OF MA70R POINTS IN PROPOSED AGREEMEI3T WITH MEDIAONE
L Issues to be resolved by proposed agreement
0� ��
A. Customer Service
B. Transfer of Control to AT&T
�
II. Customer Service
A. City staff believe that MediaOne failed to meet the customer service standazds as
required by the Cable Franchise Agreement
1. Numerous complaints from customers
2. Data provided by MediaOne was indicative of serious customer service
problems
a. Slow answering rime
b. Busy signais
c. Slow installations
f:�
c.
d. Siow service response time
3. Cable Communications Officer issued a notice to MediaOne alleging that
they were in violation of the terms of the Franchise Agreement
MediaOne does not agree that they have violated the customer services standards
contained in the Franchise Agreement
1. MediaOne acknowledges that there have been customer service problems
in the past
2. MediaOne does not believe that these customer service problems
constituted violations of the Franchise Agreement
Proposed Agreement
1. MediaOne will send a letter to all customers acknowledging customer
service problems in the past and committing to provide better custorner
service
2. MediaOne will acknowiedge the City's role in improving customer service
3. Med'aaOne will pxovide every customer with a free pay-for-view coupon
with a value of about $4.00. (Total value up to $200,000)
4. MediaOne will report new customer service measures to the City on a
monthly basis.
5. If monthly customer service measure indicate continuing customer service
problems, then more detail reporting will be done on a quarterly basis.
6. If the customer service standards in the Franchise are violated in the future,
it is clarified that MediaOne will be obligated to pay liquidated damages for
$200 per day for each violation for the entire quarter within which the
violation occurred. (Cost of $18,000 to $90,000 per quarter, depending on
number of standards violated)
7. MediaOne agrees this transaction will not reduce the number of customer
service representatives, technicians or technical managers serving St. Paul
S. City will withdraw the August 24, 1999 Notice of Violation
0 0 , a°�
III. Transfer of Control to AT&T
A. MediaOne of Saint Paul agrees to accept all of the temis of the current Franchise
Agreement
B. Meteor guarantees fhe performance of MediaOne of Saint Paul
C. MediaOne of Saint Paul agrees to increase the number of fibers in the City's
portion of the Fiber Institutional Network Upgrade from six to 48. (Estimated
cost $100,000)
D. MediaOne of Saint Paul agrees to increase the number of fibers in the County and
School portion of the Fiber Institutional Network LJpgrade from six to a greater
number if the schools or the county pay for the marginal cost of such additional
fibers.
E. MediaOne of Saint Paul agrees to provide $25,000 to the City for equipment for
the Institutional Nerivork
F. MediaOne of Saint Paul agrees to pay all City costs associated with this transfer.
($22,000)
G. MediaOne of Saint Paul agrees that the costs of this transfer wi11 not increase
subscriber rates
H. City reserves its right to require dpen Access, if it could haue done so as part of
approving this transfer of control
L Ciry confirms that Grantee has completed and satisfied its construction
requirements with respect to the upgraded HFC Inet as per the Corrective Plan and
Franchise Documents.
J. City agrees to approve the transfer of control from MediaOne to AT&T
0� -��
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIl�� OF TI� ESSENCE. In deternuning whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COLTNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on separate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without production of, or accounting for, any other counterpart, and all separate counterparts
shall constitute the same agreement.
SECTION TffiRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shall not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
Medi ne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
I - la-aD
Date
Date
Date
Date
11
SECTION TEN. DRAFTING. This Agreement is the product of common negotiations ��_
among the parties and shall not be construed against any party on any grounds related to drafting,
revision, review, or recommendation by any agent or representative of any party.
SECTION ELEVEN. TIME OF THE ESSENCE. In determining whether a party has
complied with this Agreement, the parties agree that time is of the essence.
SECTION TWELVE. COUNTERPARTS. This document may be executed in multiple
counterparts, and by the parties hereto on sepazate counterparts, and each counterpart, when
executed and delivered, shall constitute an original agreement enforceable against all who signed
it without producrion of, or accounting for, any other counterpazt, and all separate countetparts
shall constitute the same agreement.
5ECTION TFIIRTEEN. CAPTIONS. The captions and headings of this Agreement are for
convenience and reference purposes only, and shali not affect in any way the meaning and
interpretation of any provisions of this Agreement.
SECTION FOURTEEI�i. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and sha11 be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Corp.
L�,�i-.!
Date
��l �d
Date
i�// 00
Date
Meteor Acquisition, Inc. Date
11
MediaOne of St. Paul, Inc.
-�,�.
�& Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
1, ( I ��
Date
Date
Date
Date
�----------�
_—�
� �� OC�
Meteor Acquisition, Inc. Date
� � ,� �
Director, Technology and Management Services
City of Saint Paul
���
Mayor, City of St. Paul
AP OVED AS TO FORM
As C City ttorne
� � ��
Date
�/Z��
Date
(�a-
12
��-�l
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
l AT&T Corp.
MediaOne of St. Paul, Inc.
MediaOne Group, Inc.
� MediaOne of Delaware, Inc.
Date
Date
Date
Date
;
� Meteor Acquisition, Inc. Date
Director, Technology and Management Services Date
City of Saint Paul
Mayor, City of St. Paul
APPROVED AS TO FORM
Assistant City Attorney
Date
12
oo-aq
SECTION FOURTEEN. TERMS. The terms used in this Agreement (except where
expressly provided otherwise) aze defined and shall be interpreted as provided in Section 101 of
Grantee's Franchise.
AT&T Cotp.
MediaOne of 5t. Paul, Tnc.
MediaOne Group, Inc.
MediaOne of Delaware, Inc.
Meteor Acquisition, Inc.
Date
Date
Date
Date
Director, Teckuiology and Manap,�ment Services Date
City of Saint Paul /
Mayor, City of St.
:•�t� � _: • ��c
Date
12
�
Assistant City Attorney
�o-aq
00 - a�
DRAF`7'
1/5/00
AGREEMENT
DATED JANUARY _,2000
TAE CITY OF 5T. PAUL, MINNESOTA ("CTI'Y"), MEDIAONE OF ST. PAiIL, INC.
("GRANTEE"), MEDIAONE OF DELAWARE, INC. (MEDIAONE-DEL), MEDIAONE
GROUP, ING ("MEDIAONE"), METEOR ACQUISITION, INC. (1VIETEOR) AND
AT&T CORP. ("AT&T"), DO HEREBY AGREE AS FOLLOWS: %
WHEREAS, Grantee holds a franchise to provide cable service in the City, which� issued on
May 27, 1998 and effective July 31, 1498, (the "Franchise"), which Franchise � as set forth
therein, subject to Chapter 430 of the St. Paul Legislative Code ("Ordinanc ';
/
WfIER.EAS, Grantee is wholly owned and controlled by MediaOne o�DelawaTe, Inc.
("MediaOne-Del."), which in turn is wholly owned and controiled hy MediaOne of Colorado Inc.
WHEREAS, Grantee, (as Continental Cablevision of St. Paul), MediaOne-Del and MediaOne (as
U S VJEST) are signatories to that certain Transfer Agreements dated April 15, 1998, (" 1998
Transfer Agreement") by and between the City, Continental Cablevision of St. Paul, Inc.,
Med'aaOne of Delaware, Inc., and US West, Ina; and Crr tee is pariy to that certain Conective
Plan Agreement and Corrective Plan, dated December 2, 1997 as amended by the Franchise
Documents (collectively the Ordinance, the Franchi , and all documents incorporated, attached
to or referenced therein, and including the 1998 T sfer Agreement and the Corrective Plan
Agreement and Conective Plan aze referred to the "Franchise Documents"); and
WI�REAS, MediaOne is guarantor of Gr tee's obiigations; and
WHEREAS, pursuant to the Agreemen and Plan of Merger among AT&T, Meteor, and
MediaOne dated as of May 6, 1999 ( e"Merger Agreement"), MediaOne will merge with and
into Meteor, with Meteor as the surv' ing corporation in the merger, and as a result of the
transactions contemplated by the erger Agreement (the "Transactions"), Meteor will become
the corporate successor to Media ne; and
WfIEREAS, Upon closing o the Transactions, control of MediaOne-Del, which wholly owns
Grantee, will change from ediaOne to Meteor, and Meteor in turn wiil be wholly owned and
controlled by AT&T (the' hange of Contral"); and
WI�EREAS, GranteeT'uill continue to hold the Franchise after the Change of Control; and
WIiEREAS, Gras}�ee has requested consent by the City to the Change of Control; and
Wf�REAS, t e City has deternuned that it is not in the public interest to approve the Change of
Control unle certain condifions aze satisfied, including the execution of this Agreement, and
oa -3�
MediaOn�Del, MediaOne, Crrantee, Meteor and AT&T (collectively, the "AT&T Parties"} aze
willing to saUsfy those conditions.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND TIIE
MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION ONE. CFiANGE OF CONTROL. The City Council of City has by Resolution
consented to the Change of Control, subject to execution of this Agreement. With respect to that
Consent, the parties make the foilowing agreements:
11 AcceQtance � Grantee hereby agrees that it continues to accept, acknowiedge, and
agree to be bound by all of its commitments, duties and obiigarions, present�e'ontinuing and future
as set forth in the Franchise Documents. /
1.2 Assum�h'on of Obligations 0 Grantee a�ees that as b een itself and the City
neither the Change of Control nor the City's approval of the Chang of Controi shall in any
respect relieve Crrantee of responsibility for past acts or omissio , known or unlaiown except as
set forth herein; and Grantee hereby reaffirms that it shall be li le for, and accepts the
consequences of, any such acts and omissions, lrnown and own, including liability for any and
all previously accrued but unfi.iifilled obligations to the Ci under the Franchise Documents and
applicable law, for all purposes. MediaOne-Del aa ees at as between itself and the City neither
the Change of Control nor the City's approval of the ange of Control shall in any respect
relieve MediaOne-Del of responsibility for past act or omissions, known or twknown under the
1998 Transfer Agreement, and reaffirms that it s I reinain liable for, and accepts the
consequences of, any acts and omissions, kno and unknown, including liability far any and all
previously accrued but �xnfiilfilled obligation to the Ciry under the 1998 Transfer Agreement.
Meteor, upon Closing of the Transactions s 11 assume all obligations and liabilities of MediaOne
under the 1998 Transfer Agreement, and ssume responsibilities for past acts and omissions of
MediaOne thereunder, known and wn. AT&T agrees that from and after the Change of
Control, it will exercise its control to e extent possible to cause Meteor, MediaOne-Del and
Crrantee to comply with their respe ve obligations under this Agreement and the Franchise
Documents.
1.3 Conflictin Pr isions Disalluwed � The City, by its consent to the Change of
Control, is not approving or dorsing the terms of any document related to the Transactions,
other than those executed b�the City. Without lnniting the foregoing, to the eatent there is a
conflict between (1) the t s and conditions of this Agreement and the Franchise Documents;
and (2) any contract (ot er than a contract with the City) related to the Transactions, or any
contract that may affe St. Paul as a result of the Transactions, the AT&T Parties agree that the
terms of the latter s I be expressly subordinate to the terms and conditions of the former.
1.4 C' 's Reliance U on Com anies' Re �resentations � The AT&T Parties each
acknowledge agree that: the City's consent to the Change of Control is made in reliance upon
the represen ons, documents, and informafion provided by them in connection with the request
2
oo-Z9
for consent to the Change of Control; each of Grantee, AT&T, Meteor, MediaOne-Del and
MediaOne is liable for any representaCions and wananties it makes (including any it makes
jointly), which representations and warranfies include the following:
1.4.1 The AT&T Parties represent and warrant that they understand that St.
Paul is only approving the Transactions set forth in the Attaclunent 1; the City is not agreeing to
approve any other or future transfer, whether contemplated in connection with the Transactions
or not, and any agreement or option that would permit a transfer to occur without the approval of
the City is disallowed.
1.4.2 The AT&T Parties represent and warrant that the Transzcrions will not in
any respect reduce the level of customer service in St. Paul, either by reduc' �the number of
customer service representatives, technicians or technical managers serv' St. Paul, or by
consolidating the St. Paul customer service operations with other custo er service operations.
1.43 The AT&T Parties agree that any costs asso 'ated with complying with this
Transfer Agreement, or any amendments to the Franchise Doc nts that result from this
Agreement aze not external costs for purposes of rates to St. P subscribers and sha11 not result
in rate increases to subscribers. The AT&T Parties fiuther s' ulate that for purposes of any rate
proceeding, the Transactions do not result in a cognizable ' crease in good will, intangibles ar
tangibie assets of the cable system serving St. Paul, abo the level that could have been reflected
in rates prior to the Transactions.
1.4.4. The AT&T Parties
negatively aff'ect access by the City to
warrant the Change of Control will not
relating to the System.
1.4.5. (a) The AT&T P ies furkher represent and warrant that no further
changes to the Franchise Documents aze re uired under current conditions, or will be required as
a result of the Transactions; provided th , Grantee does not give up any right it may have to
seek modification if there is a material ange in current conditions.
(b) The &T Parties further represent and warrant that their ability to
comply with any of their respectiv obligations under the Franchise Docusnents and this
Agreement is not based on the
services otherthan those authc
construed to imply that the Ci�
over any services other thanjEh
�umption that the AT&T Parties will be permitted to provide
zed by the Franchise Documents. This provision sha11 not be
does or does not have any regulatory authority or jurisd'acfion
authorized by the Franchise Documents.
1.4.6 E�'ch of the AT&T Parties each hereby represent and wazrant that: (a) the
execution and delivery of this Agreement does not contravene, result in a breach of, or constitute
a default under, any ontract ar agreement to which it is a parry or by which it or any of its
properties may be ound (nor would such execution and delivery constitute such a default with
the passage of ' e or the giving of notice or both), and does not violate ar contravene any law,
order, decree, e, regulation or restriction to which it is subject; (b) it is duly organi2ed, legally
existing and ' good standing under the laws of the states of its respective organization; (c) the
ao-a�
terms of this Agreement which apply to it constitute legal, valid and binding obligations of it,
enforceable in accordance with such terms; and (d) the execution and delivery of, and
performance under, this Agreement is within its respeetive power and authority without the
joinder or consent of any other party and have been duly authorized by all requisite action and are
not in contravention of its respective charters, bylaws, or other organi7ational documents, or of
any indenture, agreement or undertaking to which it is a party or by which its is bound.
1.5 Reimbursement � Grantee shall pay the City up to $ 22,000 in conjunction with
City's review of the Change of Control to cover the costs of the City in connection wit� that
review, which payment shall be deemed to satisfy any obligations under Section 1 of the
Franchise or any other payment obligations any other AT&T Party might have ' connection with
the review of the application for approval of the Change of Control. The pa ent shall be due
within thirty (30) business days after the effective date of a resolution appr ing the Change of
Control, or fifteen (15) business days after invoice, whichever is later.
1.6 Promises and Parental Guarantv � Each of the AT T Parties agrees that, from
and after the consiumn.ation of the Transactions, it will not take action inconsistent with the
promises contained 'an the Franchise Documents. Meteor agree at it will provide a parent
company guaranty in a form substantially similar to the attac ed, prior to the date of the Change
of Control; provided that, if acceptable ta the City Attomey, Meteor, as successor to MediaOne's
obligafions, may in lieu of issuing a new guarantee, aff in a fornl acceptabie to the City
Attorney that it will be the guarantor under the guaran .
1.7 Franchise Amendments � The Crr tee agrees to accept Franchise and Ordinance
amendments adopted by the City that are necess to effectuate the Change of Control or this
Agreement.
1.8 Suaset � In the event the Tr nsactions do not close by December 31, 2000, ar
close on terms that are in any material re ect different from the terms disclosed to the City in
writing prior to the date of this Agree nt, then the City's approval of the Change of Conirol
shall be void, and the Change of Con ol approval request deemed timely denied.
L9 Other Conditions Prior to the Closing of the Transacrions, ail payments
required under this Agreement, d all guazantees required must have been delivered and
accepted by the City, except a otherwise set forth in this Agreement. Prior to the Closing of the
Transactions, all required in ce, bonds and letters of credit must haue been obtained and
proof of the same must be rovided to the City, to the extent that the Change of Control may
change or affect the sam eld by Grantee as of the date of this Agreement.
SECTION TWO. CUSTOMER SERVICE SETTLEMENT. By letter dated August 24,
1999 and received Crrantee on August 25, 1999, the City notified Cnantee of alieged violations
of various custo r service standards required by Article II, Section 208(a) of the Franchise, for
periods specifie in the letter. By letter dated September 2, 1999 Grantee tunely notified City of
its dispute of ch violation notice. As complete settlement and mutual release of all claims
�� -�-�
regarding the violafions specified in the notice through December 31, 1999, the City and Grantee
make the following agreements:
2.1 Customer Letter and Comaensafion � No later than February 28, 2000,
Grantee will provide customers a letter acknowledging customer inconvenience throughout parts
of 1999 and providing each customet the right to a free Pay-Per-View movie of the customet's
choice, without any additional expense or obligation, in any form (the value of this free movie is
estimated to be appro�cimately $4.00}. The customer letter will acknowledge the role of the City
in resolution of tlus matter. Arrailgements will be made to accommodate any custo er who does
not ardinarily have aa addressable converter and, as such, cannot routinely take vantage of a
Pay-Per-View offering, so that such a customer can receive a Pay-per-View
additional expense or obligation in any form. The letter must provide custo�
months to take advantage of the free movie offer. The letter may not litil�t�
other promotion. f
Ldvie without any
ers at least six
free movie to any
2.2 Notice of Violation � The City agrees that it will thdraw the August 24, 1999
Notice of Violation. The withdrawai of the norice does not me that the City agrees that the
Grantee was in compliance with the customer service standar for that period; instead, the
withdrawal is part of this settlement of customer service iss s raised in the Nofice and is in return
for the Crrantee's agreements under this Section 2.
2.3 Performance levels - Disputes as to w the certain customer service
standards of the Franchise Documents are to be inte reted from and after January 1, 2000
aze resolved as described in this section 2.3-2.4. veral of St. Paul's customer service
standards are identical to or incorporate minim customer service standards established
by the FCC. By agreeing to the measuremen ar determining compliance as set out in
sections 2.3-2.4, the parties are not agreeing at the measurements represent the proper
interpretations of the FCC rules; rather, the arties are agreeing as part of an overall
settlement that these measurements sha11 used in determining whether Crrantee has met
its customer service obligations under e'sting customer service standards. Further, this-
Agreement is an agreement as to how �sting customer service standazds are to be
applied. This Agreement does not a er the Ci1y's authority under its police powers, ar
under applicable law. The City m change or repeal customer service standards, adopt
different or additional customer rvice standards, and may require Grantee to comply and
to demonstrate compliance wit the standards the City adopts; except that the City agrees
to use the measures describe n Section 2.4 to measure compliance with the telephone
transfer time standard and t e busy signal staxidard until at least September 30, 2000. This
provision is not intended permit the City to adopt customer service standards
preempted by state or fe eral law.
23.1. Under the federal customer service standards incorporated into the
Franchise Docume ts, standard installations are to be performed within seven (7) business days.
Under normal op ating conditions,this standard must be satisfied no less than 95% of the time
measured on a arterly basis. The phrase "of the time" will be interpreted to refer to the number
80 -aq
of standazd installations requested in the City, so that if 100 persons request service requiring an
instaliation, at least 95 of those installations must be scheduled and completed within seven
business days unless othenvise initially requested by the customer.
2.3.2. Under the Franchise Documents, Grantee must investigate and act upon
any service complaint prompfly and in no event later than 24 hours after the probiem becomes
known. Crrantee must resolve service complaints within three days. �
2.3.3. Under the federal customer service standards incorporated ' o the
Francluse Documents, certaiu customer service staudards apply only under "no al operating
condirions." Generally, the term shall be interpreted as defined in the FCC es; but
noiwithstanding how the FCC may interpret the term, upgrades, rebuilds, ant or facili6es
construction or repiacement (inciuding but not limited to moving, addi or eliminating facilities,
or changing addresses), additions, deletions or changes in equipment 'ncluding Grantee's
telephone systems, computer systems, record-keeping systems) or ployees, or changes in
operating or management procedures, consolidations, transfers, c orate mergers,
reorganizations, roll-out of services, price and service changes any combinafion of the above
will be deemed to be "normal operating conditions."
2.3.4 Grantee sha11, in addition to its oth obligarions under the Francivse
Documents, install such equipment, implement proced s and maintain such records and prepare
such reports as are necessary to show Grantee's comp 'ance with each and every customer service
standard.
2.4 Resolution of Certain Disputes s To Telephone Answering Standards. The
reports and procedures specified in this Sectio .4 will be utilized to demonstrate compliance
with telephone standards described below thr ugh September 30, 2000. After that date, those
reports and procedures will continue to be 'lized until (a) 30 days after Crrantee gives written
notice that the repofts and procedures sh not apply; ar(b) the City implements different
telephone answering standards, or differ nt reports and procedures for complying with the
existing telephone answering standazd . Prior to September 30, 2000, the City and Grantee will
meet to discuss whether to continue utilize the reports and procedures, or whether alternative
reports and procedures should be u ed.
2.4.1. Under th federal customer service stanciards incorpora#ed into the
Franchise Documents, teleph e transfer time to a customer service representative may not
exceed 30 seconds, and this dard must be met 90% of the time under normal operating
conditions on a quarterly asis. Within 10 business days of the end of the each, month, Grantee
shali submit a report en ' ed "Telephone 5ervice Factor,° ("TSF") in substantially the form in
Attachment 2 and a re ort enfitled "Average Speed of Answer" ("ASA") in substantially the form
in Attachment 3. If antee properly prepares the reports, and {a) the ASA Report shows that
the average answ time was 45 seconds or less; and (b) fhe TSF Report shows that the telephone
service factor w 80 per cent or higher (these standards are referred to as the "Prelnninary
�
ao -�°I
Standards"), Cnantee will be deemed to be in compliance with its customer service obligation to
transfer calls within 30 seconds 90% of the tune under normal operating conditions.
2.4.2. If there is any month in a calendaz quarter in which the Preliminary
Standards are not satisfied, Crrantee shall prepaze and submit a Detailed Log Report in
substantialiy the form shown in Attachment 4("DLR") (including summary data) for the entire
quarter within 20 business days of the end calendar quarter. The purpose of this report is to,=
identify those calls received during periods that were not normai operating conditions, to�
determine whether the telephone transfer measure has been satisfied. The DLR will ' clude
summary data showing (a) the total number of calls received in the reporting peri ; the total
number of calls received during normal operating conditions; and (b) the total ber of half-hour
intervals during the reporting period; the total number of half-hour intervals here normal
operating conditions applied; and the percentage of half-hour intervals w re calls were
transfened and answered within 30 seconds during normal operating c ditions. If the report,
properly prepared, shows that: counting only periods of normal oper ng conditions, during 90%
of the vme periods in the quarter, the average speed of answer was 0 seconds or less, Grantee
will be deemed to be in compliance with its customer service tr sfer time obligation. If not,
Grantee will be deemed to be out of compliance and Grantee 1, upon written request from the
Cable Communications Officer promptly pay liquidated d ges to the City for violating the
standard for the quarter covered by the quarterly DLR, by date specified by the Cable
Communicafions Officer. Nothing in this Section 2.4 p ents the City from contesting Grantee's
ciassification of particular tnne periods as involving "n al" or "abnormal" operating conditions.
Attachment 4 shows time peziods classified as"abno al" by Grantee, but the inciusion of this '
attachxnent is to provide an example of the proper f for the report. The parties have not
agreed that the periods that were treated as "abno al" in the example report were in fact
properly so classified, or agreed on procedures f determining whether a period reflects normal
or abnormal conditions.
2.4.3. Under the federal cu omer service standards incorporated into the
Franchise Documents, a caller must recei a busy signalless than three per cent of the time
during normal operating conditions. W' in 10 business days of the end of each month, Grantee
shall submit an"All Trunks Busy" (" B") Report, in substanrially the form in Attachment 5.
Within 2Q business days of the end o each calendaz quarter, Grantee will prepaze a consolidated
ATB Report. If Grantee properly epares the quarteriy report, and the quarterly report shows
that ali trunks were busy less th three per cent of the time during the quarter, Grantee wili be
deemed to be in coinpliance wi its "busy signal" customer service obligation. If not, Crrantee
wili be deemed to be out of c piiance and Grantee will, upon written request from the Cable
Communicafions Officer, p mptly pay liquidated damages to the City far violating the standard
during the quarter covere y the quarterly report, by a date specified by the Cable
Communications Offic .
2.4. Each of the reports prepared under Section 2.41-2.4.3 will reflect only the
ca11s from and re urces dedicated to customer service for the Twin Cifies Metropolitan Area, as
defined by the nited States Census Bureau, and St. Croix and Pierce Counties, Wisconsin.
7
2.4.5. In determining whether a particular outage event constitutes a normai
00 -a
operating condition for purposes of prepazing the Attachment 4 report, Grantee will only count
those events beyond its or its Affiliates' control which result in outages for 100 or more
subscribers.
2.4.6. The data used to prepaze the ASA will measure the average elapsed time
from when a customer makes a selecrion on a phone system menu to the time when the phone is.
answered by a Customer Care Professional ("CCP") (if the CCP can answer the phone but put the
customer on hold to handle other calls, the wait time should be included in the elapsed time).
2.4.7. The data used to prepare the TSF will measure the percent total calls
that were transferred and answered within 3Q seconds (if the CCP can answer telephone but
put the customer on hold to handle other ca11s, the wait time should be inclu d in determ;ning
whether the 30-second standard is met}.
2.4.8. The ATB measures the percentage of time
increments) that all trunks coming into the call center that are av,
Metropolitan Area are in use.
2S Resolution of Disputes as To Liqui
disputes as to application of the liquidated damages
as follows:
2.5.1. Liquidated damages accrue on
opporhuuty Yo cure prior Yo imposing or coilecting lic
imposing or collecting liquidated damages, the City t
appear before the Ciry and to show cause why liq d<
collected except that, no such opportuniry is re ued
Section 2.41-2.42.
ured in one-second
for ca11s from the
�ages � In resoluCion of the
of the Franchise, the parties agree
b}`each, and the City need not provide
�iidated damages. Provided that, before
iust provide the Grantee the opportunity to
ted damages should not be imposed or
for liquidated damages as described in
2.5.2. With respect to custgfner service standards where compliance is measured
over a period of time and on a group rath than individual basis (as is the case with telephone
answering time response), the parties a ee that the Franchise Documents shall be interpreted to
provide that for each standard violate , for each day of the period during which Grantee was out
of compfiance, Grantee will owe $2 (in 1997 dollars). By way of example and not limitation, if
Grantee failed to satisfy telephone ansfer time standards for a single quarter, the Grantee would
owe $200(in 1997 doilars) x(th umber of days in the applieable period); if Grantee also violated
the installation staudazd durin the quarter, Crrantee would owe an addifional$200 (in 1997
doliazs) x(the number of da in the applicable period).
2.5.3. E h distinct standatd with respect to customer service is treated as a
separate standard. By ay of example, and not limitation, the telephone transfer time
requirements are dis ' ct from franchisee's obligations with respect to busy signals.
po-��
2.6 Insfitufional Network Enhancements � At the time of Grantee's Fiber
Institutional Network upgrade, Crrautee shall enhance the Fiber Institutional Network by
increasing the optical fiber deployment in the Fiber Institutional Network as set forth in
Attachment 6 hereto. Specifically, Cn•antee will construct 6 count fiber to the designated school
sites, 6 count to the designated Ramsey County sites, and 48 count fiber to the designate�t City
sites, all as idenrified on Attachment 6, at no cost. In addition to the above, the Ci �,�amsey
County and the designated school sites may request additionai fiber count in theifing connecting
the designated City, Couniy or school sites if the requesting party provides cient advance
notice to permit Grantee to include the additional count during the cons ction of the Fiber
Institutional Network and agrees to pay the incremental cost of such a'tional fibers.
2.7 Insfitutional Network E ui ment Grant � No ter than January 31, 2000,
Grantee shall provide to Ciry an equipment grant in the amo of twenty-five thousand dollazs
($25,660) to be used by City for equipment associated with ctivation of and implementation of
the Insritutional Network.
2.8. Institutional Network Com leu tion - he City co�rms that Grantee has
satisfied element number 2(reliability of the netwo ) and element nuxnber 3(physicai inspection)
of Section C, Attachxnent 2-F of the Corrective Pl for the upgrade of the Institutional Network.
The City confirms that Grantee has completed d satisfied its construction requirements with
respect to the Upgraded HFC Institutional Ne ork as defined by Section 301(a)(3) of the
Franchise Documents.
SEC"TION THREE. NO WAIVER. B its consent to the Change of Control and execution of
this Agreement, except as specifically ovided herein, the City waives none of its rights or
prospective rights with respect to Crr tee's compliance with the terms, conditions, requirements,
and obligations set forth in the Fran 'se Documents or Cnantee's obligations with respect to the
same.
SECTION FQUR. OBLIG TIONS NOT FRANCHISE FEES. Each of the AT&T Parties
agree that none of the costs ' must incur, or payments that it must make under this Agreement
consfitute franchise fees, instead fa11 within one or more of the exceptions set out in 47
U.S.G 542(g)(2), and e h of the AT&T Parties further agrees it will not raise any claim or
defense to the contrary, 'n any forum. Without limiting the materiality of any other provision, it
is agreed that the City ould not have approved the Transacfions without this provision.
SECTION FIVE EFFECT OF FAILiJRE TO COMPLY WITH THE AGREEMENT.
The City at its o tion may exercise any remedy available to it at law or at equity, or under the
Franchise Doc ents against any of the AT&T Parties that breach their respective obligations
under this A eement, and in addition, without limiting the foregoing:
5 Failure To Comply with Conditions that Must Be Satisfied Before Closing
Date, any of the AT&T Parties fails to comply with any requirement of such party that must
be co pleted befare the closing date of the Transactions, then the City's consent shall be deemed
00 -�°t
of no effect and the request far approvai of the Transactions shall be deemed timely denied.
Further, without luniting the foregoing, in the event a clann or defense is raised at any time that
would affect the enforceability of a material term of this Agreement, the City may rescind its
approval and deny the approval request, in which case the request for approval shall be deemed �
timely denied. �
5.2. Failure To Com I with Conditions that Are To Be Com leted After he
Closin� Date; Failure of Representaflons and Warranfies. In addition to the Ci obtaining
such damages or equitable relief as may be appropriate, in the event of a breach o 's
Agreement, or if any representation or wartanty is false, misleading or incomp e, the City may
apply the remedies under the Franchise. Without limiting the foregoing, if y of the AT&T
Parties fails to comply with any material requirement of such party under 's Agreement that.
applies after the closing date of the transactions or if any representafion wan by an AT&T
Party is false, misleading or incomplete in any material respect, the tee shall be deemed to
have substantially and materially violated the Franchise, and the Fr chise may be revoked. The
provisions of the Franchise sha11 govern any revocation proceed' . However, no opportunity to
cure needs to be given prior to revocation if a warranty or repre ntation is false, misleading or
incomplete in any material respect.
SECTION SIX. INDEMNITY. Each of the
the City harmless against any loss, claim, damage, l
lnnitation, reasonable attorneys' fees) incurred as a.
by such party to the City in connection with the Tra
inaccurate or incomplete. �
J?"Parties agrees to indeznnify and hold
y or expense (including, without
of any representation or warranTy made
ons or this Agreement which is untrue,
SECTION SEVEN.
7.1. Waiver of Claims � The &T Parties hereby waive any and all claims that they
may have that any denial of the Applicaf n that results from any failure to comply with this
Agreement fails to satisfy the deadlin established by applicable law including, without lunitaflon,
claims based on, arising out of, or rel ' g to secfion 617(e) of the Cable Television Consumer
Protection and Competition Act of 92, Pub. L. No. 102-385, 106 5tat. 1460 (1992), as
amended, and agree that they shal e deemed to have agreed to an extension of the tune to act on
the Application as required to m e any denial effective.
Z2 Acce tance o A reement Ll By signing this Agreement, (i) each of the AT&T
Parties accept, and agree to omply with, each provision hereof that applies to it; (ii) the AT&T
Parties acknowledge and ccept the City's right to consent to the Transactions, and to enter into
this Agreement; (iii) ea of the AT&T Parties agrees that it will not, direcfly or indirectly,
oppose intervention b the City in any proceeding regarding the System except where intervention
is prohibited by law• and (iv) each of the AT&T Parties agrees that the approval of the
Transactions was anted pursuant to processes and procedures consistent with Applicable Law,
and that it will n t raise, and hereby eapressly waives, all claims to the contrary.
10
�o-a�
7.3. Representarions and Warranties Material 0 Any representations and
warranties made in this Agreement aze material. It is a material breach of this Agreement if any
representation or warrauty proves to be untrue, inaccurate or incomplete in any material respect.
7.4. Open Access. Without modifying any of its rights or obligations under the
Franchise, Crrantee agrees to comply with all law£ul Federal, State and local requirements with
respect to access to its cable modem platform by Intemet service providers and online service
providers. Neither the City nor the AT&T Parties waive by this paragraph any rights, obliga '�ns,
claims, defenses or remedies regazding the authority of the City to impose requirements ' the
future. Except that, notwithstanding the foregoing sentence, after providing notice an
reasonable opportunity to be heard and present informafion on the subject matter o e findings
and the subject matter of the requirement to be considered by the City the Ciry ay unpose an
access requirement later if an access condition could have been lawfully unil erally established as
a condition in connection with the review of the Transactions,. Costs assoc' ed with Grantee's
implementation of any such requirement shall not be subject to the provi 'ons of Section 1.43 of
this Agreement relating to external costs, but neither is the City conce ' g that any costs would
be external costs.
SECTION EIGHT. BINAING AGREEMENT. This Agree ent sha11 bind and benefit the
parties hereto and their respective heirs, beneficiaries, adminis ators, executor, receivers,
trustees, successors and assigns; the representations and w ties contained herein survive the
effective date hereof unless otherwise terminated or super ded by agreement of the parties.
SECTIOl� NINE. GOVERriING LAW. This A,g4eement shali be governed in all respects
by the law of the State of Minnesota. �
SECTION TEN. D12AFTING. This Agr ment is the product of common negotiafions
among the parties and shall not be conshued gainst any parry on any grounds related to drafting,
revision, review, or recommendation by agent or representative of any party.
SECTION ELEVEN. TIME i�' THE ESSENCE. In determiaring whether a party has
complied with this Agreement, the p^ rties agree that time is of the essence.
SECTION TWELVE. C iTNTERPARTS. This document may be executed in mulfiple
counterparts, and by the parti hereto on sepazate counterparCs, and each counterpart, when
executed and delivered, sh constitute an original agreement enforceable against all who signed it
without production of, or counfing for, any other counterpart, and a11 sepazate counterparts
shall constitute the sam a�reement.
SECTION THIR EN. CAPTIONS. The captions and headings of this Agreemem are for
convenience and eference purposes only, and shall not affect in any way the meaning and
interpretation o any provisions of this Agreement.
ii
Attachment 1
Before the Meraer AT&T Corp and MediaOne Group Inc are separate and
unrelated corporate entities.
AT&T Corp.
MediaOne
Group, inc.
MediaOne Groua, Inc. merges into Meteor Acquisition Inc with Meteor
Acauisition. Inc. survivina the Meraer and MediaOne Group Inc ceasing to
exist:
MediaOne
Group, Inc.
+ Meteor
Acquisition
Inc.
Meteor
Acquisition.
Inc.
After the Meraer Meteor Acauistion Inc becomes a subsidiary of AT&T
C O�D
AT�T Corp.
�� � l
Meteor
Acquisition,
inc.
�
N
C
�
N
N
S
W
�
N
C)
N
7
O
O
v
N
S
m
�
m
'
N
�
�
N
N
Q
�
W
O
N
fD
O
O
7
Q
W
O
N
N
m
� o -d�
9
rt
rt
�
n
o'
m
p
rt
iV
' N V O� W N O� W CO
, � W O N A � 00 O
� O O O O O O O O
� o 0 0 o a o 0 0 .
a�J�
9
rt
rt
�
n
x
�
m
�
rr
l�!�
, -� � N N W W A .P Vt �
' fT O CT O C3'i O !T O CJ� O �
Attachment 4
�a_��
KEY
Abnortnal operating conditions - nehvork autages beyond MediaOne control
Abnormai operating conditions - seyere weather
Abnormal operating condifions - US W EST felephone network problems
Ovedap of severe weather and network outages beyond MediaOne control
Overiap ofi US WEST telephone netwo�k probtems and networic outages beyond MediaOne
10% of 1/2 hour segments; by month
, ' , 6
9
rt
tt
�
n
o'
�
m
�
�r
�
s�-2�°�
�
rt
rt
w
n
x
�
m
d
rt
�
c76 - �
�
rt
R
W
n
�
m
d
rt
F
�• -"
�
n
�
�
�
�
�
�
rt
F
e� -
•� .'
ec-a�
�� -2 °I
a
rt
rt
N
n
�
9
m
❑
rt
r
a � -a�
0 0 0 -� � -� �
0 0 0 0 0 0 0
Attachment 7
7} 6 �
a�i
CORPORATE GUARANTY
OF
METEOR ACQiTISITIONS, INC.
This Corporate Guaranty ("Guaranty") is executed as of , 2000, by
Meteor Acquisirions, Ina (Guarantor"), for the benefit of the mwaicipality of St. Paul
("Authority").
WITNESSETH
WHEREAS, pursuant to the cable franchise (the "Franchise") between the Authority and
MediaOne of St. Paul, Inc. ("Grantee"), and certain agreements, understandings and
Franchise amendments related thereto, Grantee has certain obligations related to the
provision of cable television and related services for the Authority's citiaens; and
WHEREAS, Guarantar is the ultimate parent company of Grantee; and
WIIEREAS, this Guaranty is required in conjunction witYi Authority's approval of the
change of control of Grantee as more fully set forth in the Agreement between Authority and
Cnrantee dated January 12, 2000 (the "January 12, 2000 Agreement") and which, as such,
constitutes a benefit to Guazantor.
NOW THEREFORE, as a condition of the January 12, 2000 Agreement, the parties do
hereby agree as follows:
1. Guarantor nrevocably and uncondifionally guarantees to the Authority or its
successors and assigns prompt and satisfactory payment and performance by Grantee of the
Franchise and those certain agreements, understandings and Franchise amendments related
thereto, and all applicable federal, state and local laws, ardinances and regulations. This
C�uazanty does not require the Authority to provide additional notice beyond that it is
required to give under the Franchise to Grantee, and Guarantor waives any norice
requirement that might otherwise apply. Unless otherwise provided for herein, Guarantor's
obligations aze irrevocable, unconditional and absolute and shall not be affected by:
a. The waiver by the Authority of the performance or observance by
Grantee or Guarantor or any of the obligations under the Franchise, this Guaranty,
or the January 12, 2000 Agreement;
b. The extension of the term of, or the e�ttension of6me for performance
under, or any other amendment to, the Franchise, or applicable law affecting the
Franchisee (whether material or otherwise);
2. This Guaranty shall be effective upon its execufion and shall supersede and
replace any and all prior guaranties by any parties of Grantee's performance of its obligations
1
�jD -�
under the Franchise, and shall run throughout the term of the Franchise and any renewal or
extension thereof, except that this Guaranty shail terminate at such earlier time that
Guarantor lawfully transfers ownership or control of Grantee in accordance with the
Franchise and applicable federal, state and local law,including receipt of consent from
Authority for such transfer. Prior guaranties shall remain enforceable against Guarantor for
acts or omissions of any obligations under the Franchise occurriug prior to the effective date
of this Guaranty.
3. In the event that Guarantor should breach or fail to timely pezform any
provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including
court costs and attorney fees) incurred by Authority in the successful enforcement hereof.
4. Guazantor represents and wanants that the execuuon, delivery and
performance by Guarantor of this Guaranty and the consummation of the transactions
contemplated hereunder do not, and will not, contravene or conflict with any law, statute or
regulation whatsoever to which Guazantor is subject or constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or result in the
breach of, any indenture, mortgage, deed of trust, chazge, lien or any contract, agreement or
other instrument to which Guazantor is a party or which may be applicable to Guarantor.
This Guazanty is a legal and binding obligation of Guarantor and is enforceable in
accardance with its terms, except as limited by ba.nkniptcy, insolvency or other laws of
general application relating to the enforcement to creditor's rights.
5. The Guazantor agrees that no failure to exercise, and no delay in exercising,
on the part of the Authority, any right hereunder shall operate as a waiver thereof, nor shall
any singie or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right. The rights of the Authority hereunder shall be in addition to a11
other rights provided by law. No modification or waiver of any provision of this Guaranty,
nor consent to departure therefrom, shall be effective unless in writing and no such consent
or waiver shall ea�tend beyond the particular case and purpose involved. No notice or
demand given in any case sha11 constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.
6. This Guazanty shall be governed by and construed in accordance with the
laws of the State of Minnesota and the applicable laws of the United States of America. Ail
litigation related to this Guaranty shall be venued in the State of Minnesota.
7. This Guaranty may be amended only by an inshwnent in writing executed by
the party or an authorized representative of the pariy aganist whom such amendment is
sought to be enforced.
8. This Guaranty shall be effecfive and may be enforced without the Authority
e�austing remedies it may have against Grantee.
�6-�'�
IN WITNESS WHEREOF, Guarantor has caused this Guazanty to be duly executed
by its authorized officers as of the day and yeaz first above written.
METEOR ACQUISITIONS, INC.
�
Its:
�
��� �c > (ll �-? �j U J Ul � o `f) � C� � � �D fU � �
o C)��I 1 o�I �->
� c> �� Ul � o � I � l ( J � �I o
�'� I'I � �) � � (� (� � � �
I - • \ ui'`uO°-i i_�f�7�� �zr�v
<G- r'� �. z c
� `ii ������r�r� �i���������
� � � v� v� � � r c�
�,U � � - � �--� C� � � � O J> �� 1 (/) � � I�l
(,�) ( � 1 - � � td � d � � i (/) � --+
l 1 1 f � 1 < C C�� �-�� ;� I� ���-� D
(,l � f � t� �D�
Ud L� 7�7fT1
� �� � �
� �� 7 �
Cl Cl �
� Z �
1-� O
� -I
b� Cd
C C
�-� �
��
--i -I
�v
) �
� �
— �
,
r-�
�
�
f'1
�
�--�
�
I'I
lJ
��
,-.
\
0
\
��
�n
-I
_�
-I
� �-° �
oo�-
�c�o�
��l f' 1 �
z
��
D� �n
i -����
� o �
I � ;
� _ �
� �
� �'�
� ��I
� — I
ITl
ITl
� i
�
�.
n
4
l�
�
1S
<t
ST
J
IS
r S�� �
J
� �.' �� q
� / � � q Q 2
�� \ P
Y � � ���
� � ���
�
, � o
�• � ¢
`� � � �� ���
� �
\ / y P �
� �l� v�O\
��� 1 N R � ��P9
S l"
ST
Y
K
¢
�
P
��
e , y v
�
1
•
�
2
3
�
n
�
�
a
4
i�
/� v
v
/ �O
� ��
��
��
\ O
O��
>�
ti
J �v
W
L
�
�
�
�
f
-
�
�-
�
�
�
«
Z
J
I
V
R
nx -s.
Y_
(Y
Q
�
..U��I I-.�1–_
Y ST
—� � FlM ST
Q � >
S f � �+ Q
> � _
¢ ¢ � r I r�
N �
a
Q
O
N
Q
�
0
ST `;
q
a
0
�
�
a
�
z
�
LJ
H
N
�'
3
h�3S 1�
>
¢
H
N
Q
z
a
0
�
Q
u
_
U
>
a
, � ��-�-�-- ��:,1�, ( I I I I� ��II�I � �� f i�'� ���
� i i i i i i i"oPi i_� i, � n �� , .�, ��, ��I� i i � i i J,J ,�
�b I
�
�
_ _ _ _ -�
__ Y
�
No1�Nnana a
Y r-
d / /
Z
W
J
6
S
a
>
¢
ST
>
a
m m m
�, ��
� � � '
, I
1 1 �
II
�
��
ri
�
I
I
i�
n
O
O
r
m
�
CO
C)1
O
O
'T'1
m
m
�
�
�
�
m
�
.
Z
n
O
�
�
m
_1
O
O
O
TI
m
�
IV
�
r
m
�
O
Z
�
�
D
�
m
V
N
�
O
O
�
m
m
-�I
�
w
v
�
�
�
m
�
C)
�
�
r-
D
rn
�
N
O
�
O
0
�
m
m
�
N
N
�
�
�
�
m
�
��:�: �R�R��=����
�� o � co � o� cr� � w rv � � - -
�i��� �����z���� ���������� v����
� �- �i�c��s�� D �� ����-
i�i� �i�ir u��-��� � ����
�� <���-��� r�����r� �����
�� �-�z� ��� �� � � �� ��
���� � r�� e���� ���c �v��r��
u �; u�r�r�� ss�������� o ����
� � r � r� r� o� o �, �-� � td - o ��
i�i �x�� r�v�c ' ��-��� �r�ii��?
i < (�,� � � ���r�,� d �D�r�� v'�� ��
r-�"-���� � i i � n � zz ��
��riC��c� r��i �D�D ����>
�z' r�o ds�� �z��
-i � S��z c�ir�cin
z�� zz�r� r�?� �
��� ���� �
�r���� � ��
���� � -<r��
�� ����
� � D
� �� �
f'�
i i i i � i� i r�� i i i � i i i -� i 1. u_-__._.�� i i i i i i�
I■ '�►�
nd
� �.. s� n
�
� �
� �
�✓ is dNZN
sT
� 1S
� y2
1l
c
y .
c�n
9,p�
j, 'T
r
RD `
�G� �
\�'O
-� n
�� ' _ i N
t _�
n
i i�
U � -�
�� D
n
r � in
� _ zi r _
� o � z
u
� '-' �
n
N
i n
"�
�
'� �
ri
A y S
9�
A
� n�
f
92 d
q
9
� ' sT
9
$L
� � ��
qn ��'�
6 �d
.,a
� �
T q � �[1/�
V
6° �
y dO �1
�, a
s �
1^��
��
�� �
� �
�
„�
� w w
1J C
I'I A
/_ /�
P =
D G �l
� U
2
Sr o
Q N
��
%�� �')
U
__2.
; �
>- i'
u z�
� o T�
� l �� ��
�� r_ �
�— IF�NN
� -i
n
,
o �
: i
z �'' -
i o
1 � �
3
�c�
f� I
N
O
D
��' fJRIE.NT
�- r.
_ � �—___
� ,nII r � J/z A O
f' L
� i n
� n -i
r
� r� c�d�IN� ��
” � ��?\ON {�Nd � a �� y �
o � S Q�ov�l�v Na>`S ����i_i rSNi o� c�iv=� =
, z a
[ ST
FlRI< ST
cn _
� �
� , i�
_
_-�
i L'_'_
1S =' J2
I� I I I I I I
f'1 VJ N �
Ll D � r
ti d
D D D
� � N N
� ~
3�?�b'W
< `� < ' Y.
< �
BURLINGTON IV�
�b 3Nt, � Qdp?Jlid?J Nb3Hl2J�N N019NI121f1H
13RqDL�EY ST
'� I I" I I'I I' I
I � � �
���
1S 3
T
�
a
�
ST �
dl
/
u !�1 y
� Z
Z y
� � D
D �
�
D
�
`
O
�
Z�
s �
� �
<
/�
rnx
Nen
�A
S
�
r�
0
� �
< D
G
� I �'
t ,J
��
�'��<
�
I II������-
_�_
. ,�,
� .__�
_ --._.l. i, �� a � � L �
---1-. �
Q
�
— � _.______--. �
- �—_-_— � � m,�
�
W
—�
£ � m ��
v v�
r � o
9i��i's�\IEb���1�
�sr — Z
�
�
0
e
is ��N � _ �
�
/
�
<
Av
ls �ai3N❑ s � . .
II �
� ,�
d�
<
�:W�
� � � �
� � � �
--.� �r-r � � �
- ���n��li�
�������
��i��� i.
x
L r
, r
D
<
ti f< <
JI
I I �
�
L
E
� � 3I £ £
D f U � �
S C i I f A
�i � l��o
nd Na3i�N
�
�
�.d
A
�
Z
N
3
- C
N
f�
C
3
s �
D
�
�
�
D
� �
❑
U
D
]J
�
� ���
�� y 1
�
w
c
»
r. � 1S
TON S"f Y`�� NC�I.
� \ ( � A
� ~
2 �-
uj A
—__ trj Z
� D
U
D- �
� �
_—_ � r
� Z
LL �
� D y
i�l .T1 p
� G L
1
D Z
IL — � 0
� _— _ A
o � -a
G
u �
D � �
G u �
� D
I'I •- 1S
r
�
o Ci
_- -I D
I b
IT1
w
c
A
!'
Z
C1
y
p
�
0
A
U
�
��■�s���� �---_--
s� �g�� - 1 ��
' �����' ��I ���
G � l�
o �
��
N�1�
�y�
� ` s r
�
� O �
� A
� �
�
D
G
� 1�
U
D
i0
�
�
i D
]J
�
�
� � "
- U /
f' D N �l
T� T �- �
� C Z D
.. I'1 -I
f`1 � O
� � !
1$
.-'_�
D
�' _'
�.__-'_
D
�
��u�h ���
J:\I Data Site Location MEDIAONE PLAN.dwg Tue Jan 04 14:94;06 2000 TMT
^ �7
1S
�
S�
i _-. ' --
S
�
�
_
�--,. � � � � � 1 a .
-� � i i �� , „����
�,�, � � i � t �,
_� ���
- ��
� I � I I� A I °
ST
J
AV
� V��
-I a
� � �
\ 1 I
�
<
T
AV
--�—�� � � s �����-„��, ���� ��
1 �3
�a
a
b
� �
<
��
�
�
�
�'r � v�NUn�ta sr ° �_ � .,�� , �r a � / �� � 35w ��r"
�-�_�_�_-� �_ - -- � � _ S d �' `' s
� - -- �� �l&B o � �
__ -_ � - -,- _-\ v, \ � A � �^� a
�
_ � � d z
< � � � A �
� A � �
� ` ` _ � N /� I Y . y
I I I I ICMSf� FlNDI PAC� C I,:AILI�OAD � A GN ST �
N D �
- -+ t IE< < '' v 1S QA
� �
is a �
_ m NN
-- — — � �
�� --_---- — N ELLq b � y
� i ___�- /�F/_l�3MOH N E� � Si � �
i7 _� �
�
. z - '_ x _ Wf11CiY D
_'_ P �
G - "� o z
;o s '�
� S- \ �___-1S C[ V�At/� v °Q 1 �3I�NdJ
�� � �
�% ,�, ,I i -_ 1S NI�H1G� N
��-( - L - D� � STEVE S ST
G n r� �
C L - E
� ( - i _ _
r
d D
_-__--_�--.- . _ � .
z
- r� `
r -
S � N �
-- r
- 0 3
- --_ --_ � � C _
- ___ __ - _" __ _ _ _ J .
�
�-� � _ $ �.� �[ _ � -
-_-- _ _ _ - _-__" �.:_ _ -1 -
` d 1S NO1
L S 2t N c
�
--� _ �-.-- --�--I s� - � _ —
,
� � _
IYt JNITI�NS` � --,'� --
,. � u
� �
- -� n
< �
- cI t[SV �N J.S =�21 £tSV - ?J 3S /\t
�
i i _
T_ .-l__ 1$
- --- _CS N�S�WI`.fiN � �
-E L ; -
_ "SV" . � - �
n -�
-�-�-, _� ' IIdJ
-- �" .S`Nu _ - I �
- J � _ -
______C� � 1S 1?J3 �
-,.____� , ` �� "ti ro
r�
r
c
v
<
dJ N
531N73
<
�